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Directors Report of Globus Power Generation Ltd.

Mar 31, 2015

Dear Member.

The Directors have pleasure it presenting their 30th Annual Report on the business and operations of tile Company together with audited accounts for the financial year ended March 31, 2015.

FINANCIAL SUMMARY

The Company's financial performance on standalone basis for the financial year ended March 31,2015 is as under

(Rupees in Lakhs)

PARTICULARS Financial Financial Year Year 2014-2015 2013-2014

Sales and other income 6,92 127.66

Profit before depreciation and tax (56.64) (140.64)

Depreciation 10.44 3.20

Profit/(Loss) After Tax and depreciation (55.74) (169.28)

Profit/Loss due to merger --- (329.86)

Profit/Loss brtught forward (555.77) (56.63)

Balance carried In balance sheet (611.51) (555.77)

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 die last financial year ended March 3lst, 2014 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 the 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 year ended 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 Transect 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-l (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 die website of the Company i.e. www, gpgL in/investors-relations. html,

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-l (Part-B) is appended as Annexure- I 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.gpgl.in/investois-reiatiotis,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)

Your Company has received declaration from all the Independent Directors confirming that 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 teems of the provisions of the Companies Act, 2013 read with Rules prescribed there under and Clause 49 of the Listing Agreement, me Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Directors} 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 merest of whistle blowers under vigil mechanism

7. Timely inputs out 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 leas been adopted by die Board of Directors pursuant to Securities and Exchange Board oldie Circular no. CFRYCFD/POLLCY CELL/7/2014 dated September 15,2014.

The Independent Directors were intimated and informed about the operational, financial, legal and secretarial aspects of me Company. The details of such familiarization programs have been disclosed on me Company's website of the Company under the link wwvt.gpgl.in/ investors/-relations. 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 (he Company under tire link www. gpgl.in/ investors/- relations. html There were no complaints during the year 2014-15,

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Sexual Harassment at live Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013 has been notified by me 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 me Company under the link uww.gpgl in/investors- relations.htmL

MATERIAL CHANGES

The Company has acquired M/s Globus Solar Power Private Limited (formerly known as Transect Green Solar M P 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 Raj as than 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 (he financial year ended March 31, 2015, the applicable accounting standards and Schedule HI of the Companies Act, 2013, have been followed and there are no material departures from (he 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 laid 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("AGM") held on 29.09.2014, M/s Padam Dinesh & Company (FRN : 00906IN), Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office till the conclusion of 33rd AGM to be held in the calendar year 2018 with tie 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 has 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 me 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 M/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 administration ) Rules, 2014 in the prescribed Form MGT-9 is appended to Board's Report as "Anexure-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 Committee 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. sonic 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 and Developers Ltd having its Security Code- 526025 & 1S1N - IEN064L01015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under the Companies {Disclosure of Particulars in the Report or Board of Directors) Rules, 1988 Conservation of Energy Present theta 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 the Company involving Foreign Exchange.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 147 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 me Company is appended to the Boards Report as "Annexure-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- foil 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 4*- of the Listing Agreement, the Board of Directors at their meeting held on 3001 day of March, 2015 formulated the Nominal ion 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 the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms pair 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 whit clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is also farms 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 responsibilities.

The Annual Accounts have been prepared on a going concern basis. Directors have laid down internal financial controls to be followed by the 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 10 ensure compliance with the provisions of all applicable laws and ahoy 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, forms the part of lilies report under corporate governance Teport.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, guarantees and investments covered under Section 186 of me Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

SIGNIFICAM7MATER1AL 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 1br 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 performance at all levels,

On and behalf of the Board of

Directors of Globus Power Generation Limited

sd/-

Pawan Kumar Agarwal

Chairman

DIN No. 01056455

PLACE: New Delhi Add. C-9/192, Block-C, Pocket-9,

DATE: 13.0S.2015 Rohmi, Sector-7 Delhi-1 10085


Mar 31, 2014

The Members

The Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on 31st March, 2014.

Financial Results

Rs. In Lacs

STANDALONE CONSOLIDATED

ITEM As on 31st March, As on 31st March, As on 31st March 2014 (in Rs.) 2013 (in Rs.) 2014 (in Rs.)

Sales & other Income 127.66 2.59 814.32

Profit before 57.60 (27.64) (186.61) depreciation and tax

Depreciation 3.20 NIL 557.24

Profit/Loss after tax (169.28) (27.64) (920.76) and depreciation

Profit/Loss brought forward (56.63) (28.99) (56.63)

Balance carried to (555.77) (56.63) (1307.24) Balance Sheet

Current Business Omri alhms & Future Outlook

Your Directors have pleasure to state that your Company has expanded its business operations and entered into power generation sector. The Company has entered into a framework agreement with M/s Transtech Green Power Private Limited (TGPPL) for a long-term association. TGPPL possesses bio mass power project development capabilities and has the necessary specialized knowledge and expertise to assist the Company in acquisition of its desired bio mass power plant portfolio.

Wc have pleasure to state that Company is a clean energy power Company with 220 MW of operations, clean power assets, 500 MW under development with a target to have the clean power assets, 6000 MW in the next 1 -6 years.

The Company is planning to further expand the business by acquisition of existing wind/solar/thcmial assets with firm cash flows.

Subsidiary

Company has only one subsidiary Company. During the year, the Board of Directors reviewed the affairs of the subsidiary Company. As per section 212 cf the Companies Act, 1956, we arc required to attached the Balance sheet, statement of profit & loss and other documents of subsidiary. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated February 8,2011, exempted Companies from Complying with Section 212, provided such companies publish the audited consolidated financial statement for the year 2014 and tlx; same forms pan of this Annual Report. Accordingly this Annual Repon docs not contain the financial statements of our subsidiary.

Director

In accordance with the provisions of the Companies Act, 1956, Mr Anand Prakash and Mr Narendra Kumbhat, Directors shall retire by rotation at the ensuing Annual General Meeting.

Details regarding Directors proposed to be appointed at the Annual General Meeting to be held on September 29, 2014, due to changes arising from the implementation of the Companies Act, 2013 are provided in the Notice convening the Annual Genera. Meeting.

Dividend

There being no profits, you directors regret their inability to recommend any dividend for the year ended March 31, 2014.

Directors Responsibility Statement

As per the requirement of Section 217 (2AA) of the Companies Act 1956. your directors hereby make the following statement:

1. That in the preparation of the accounts for the financial year ended 31st March , 2014 the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selectee such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & lair view of the state of affairs cf the Company at the end of the financial year; 3 4

3. That the Directors have taken proper & sufficient care for the maintenance of adequate accounting tecords in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 7013 (to the extent applicable) for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities;

4. That the Directors have prepared the accounts of the Company for the Financial Year ended 31sl March, 2014 on a going concern basis.

Deposits

Your Company has not accepted any deposits during the period under review within :he meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

Particulars of Employees

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Particulars of Conservation of Encruv, Technology Absorption and Foreign Exchange Earnings and Ouf-io.

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 he 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 the Company involving Foreign Exchange.

Statutory Auditors

M/s Padam Dinesh & Co., Chartered Accountant, retires at the conclusion o: this Annual General Meeting and arc eligible for reappointment.

Rook Closure

The liansfci books of the company will be closed fioin 27th day of Scpleiiibei 2014 to 30,f day of September 2014 for purpose of Annual General Meeting dated 29th September 2014.

Management Discussion and Analysis Report

A report on industry analysis is attached hereto and forms part of the Directors Report.

Corporate Governance

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 Sakshi Sachdcva & Associates, Company Secretaries on compliance with clause 49 of the listing agreement with Indian Stock Exchanges. This certificate is also given with this Annual Report.

Material Changes

Merger of Cumulative Investments Trading Co. Private Limited with Globus Power Generation Limited

M/s Cumulative Investments & Trading Co. Private Limited has merged with M/s Globus Power Generation Limited during the Financial Year 2013-14. Scheme of arrangement has beer, approved by the Hon''ble High Court of Delhi vide its order dated September 23.2013.

Change in Control of the Company

There was no change in the control and management of the Company during the financial year ended 31st March, 2014.

Increase in Authorised Capital uf the Company

The authorized share capital of the Company has been increased to Rs. 102,00,00,000''- (Rupees One Hundred & Two Crores only). The issued share capital of the Company is Rs. 74,74,84,800 .

Acknowledgement

Your Directors would like to express their gratitude for timely assistance and co operation received from Government Authorities, Registrar & Share Transfer Agen:, Investors, Advisors, Bankers and all other concerns.

By order of the Board of Directors For Globus Power Generation Limited

Sd/-

Date: 14.08.2014 Pawan Kumar Agarwal

Place: New Delhi Chairman

DIN: 01056455 C-9/192. Block - C, Pocket - 9, Rohini Sector - 7, Delhi. 110085


Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on 31st March, 2013.

Financial Results

As on 31st March, 2013 As on 31st December, 2011

iTEM (in Rs.) (in Rs.) (15 Months) (9 Months)

Sales & other Income 258,810 NIL

Loss before depreciation and tax (27,64,039) (11,55,806)

Depreciation NIL NIL

Loss after tax and depreciation (27,64,039) (11,55,806)

Loss brought forward (28,98,981) (17,43,175)

Balance carried to Balance Sheet (5,663,020) (28,98,981)

Current Business Operations & Future Outlook

Your Directors have pleasure to state that, your Company has expanded its business operations and entered into power generation sector. The Company has entered into a framework agreement with M/s Transtech Green Power Private Limited (TGPPL) for a long-term association. TGPPL possesses bio mass power project development capabilities and has the necessary specialized knowledge and expertise to assist the Company in acquisition of its desired bio mass power plant portfolio.

The Company is also under the process of amalgamation with M/s Cumulative Investments & Trading Company Private Limited and the final date of hearing fixed at Hon''ble High Court of Delhi is 14th August, 2013. At this date, it is expected that High Court would approve the scheme of amalgamation.

The Company is in the process of acquiring 12 MW Biomass based power plant at Sanchore in Rajasthan and 208 MW gas based plant located near Kakinada. The management is of the view to acquire certain other power plants based at different locations in Rajasthan & Gujarat.

Directors

During the year, four directors were regularized. At the close of this financial year, Mr. Pawan Kumar Agarwal and Mr. Akash Khanna, are liable to retire by rotation and being eligible are proposed to be re-appointed as Directors in this Annual General Meeting of the Company.

Dividend

There being no profits, your directors regret their inability to recommend any dividend for the Financial Year beginning on 1st January, 2012 and ending on 31st March, 2013.

Directors'' Responsibility Statement

As per the requirement of Section 217 (2AA) of the Companies Act 1956, your directors hereby make the following statement:

1. That in the preparation of the accounts for the financial year ended 31st March ,2013 the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year;

3. That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities;

4. That the Directors have prepared the accounts of the Company for the Financial Year ended 31st March, 2013 on a going concern basis.

Deposits

Your Company has not accepted any deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956 read with ''Companies (Acceptance of Deposit) Rules 1975.

Particulars of Employees

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Particulars of 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 the Company involving Foreign Exchange.

Statutory Auditors

The Statutory Auditors of the Company, ''M/s BNPSY & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting and expressed their unwillingness to continue as the auditors of the Company for the Financial Year 2013-14 due to some personal reason. Thus M/s Padam Dinesh & Company, Chartered Accountant, being eligible, are proposed for appointment as the auditors for the Financial Year 2013-14. The auditors have furnished a certificate to this effect that the proposed appointment, if made, will be in accordance with Section 224(1B) of the Companies Act 1956.

Your directors recommend the appointment of the Statutory Auditors until the conclusion of next Annual General Meeting.

Secretarial Compliance Certificate

The Secretarial Compliance Certificate for the financial year ending on 31st March 2013 is attached hereto and forms part of this Report. The Board took note of the same.

Book Closure

The transfer books of the company will be closed from 12th August, 2013 till 16th August, 2013 for purpose of Annual General Meeting dated 16th August, 2013.

Management Discussion And Analysis Report

A report on industry analysis is attached hereto and forms part of the Directors Report.

Corporate Governance

A separate section on Corporate Governance is attached hereto and forms part of this report.

Material Changes

Change in Control of the Company

There is no change in the control and management of the Company during the financial year ended 31s''March, 2013.

Change in Name of the Company

There was change in the name of the Company during the financial year ended 31st March, 2013 through postal ballot process dated 16.03.2012.

Change in Main Objects of the Company

There was change in the main objects of the Company during the financial year ended 31st March, 2013 through postal ballot dated 16.03.2012

Increase in Authorized Capital of the Company

The authorized share capital of the Company has been increased to Rs. 31,28,00,000/- (Rupees Thirty One Crores Twenty Eight Lakhs only). Further the Company is planning to increase its paid up equity share capital by way of preferential allotment aggregating to Rs. 21 Crores to the non -promoter category.

Auditors Report & Notes on Accounts

The observations of the Auditor and Notes on Account are self-explanatory.

Acknowledgement

Your Directors would like to express their gratitude for timely assistance and co operation received from Government Authorities, Registrar & Share Transfer Agent, Investors, Advisors, Bankers and all other concerns.

By order of the Board of Directors

For Globus Power Generation Limited

Sd/-

Date: 18.07.2013 Pawan Kumar Agarwal

Place: New Delhi Chairman

DIN: 01056455


Dec 31, 2009

The Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on 31st December, 2009

FINANCIAL RESULTS

As on 31st December, As on 31st March, 2009 (in Rs.) 2009 (in Rs.)

Sales & other Income 805,900.00 137,500.00

Loss before depreciation and tax 625,595.00 122,906.00

Depreciation Nil NIL

Loss after tax and depreciation 647,644.00 122,906.00

Loss brought forward* 122906.00 36,394,284.05

Balance carried to Balance 779,148.00 36,517,154.05 Sheet

*Accumulated Losses as on 31s March 2008 written off against 92% of the Equity Share Capital and whole of the Share Forfeiture Account pursuant to Honble High Court Order dated 15th December 2009

CURRENT BUSINESS OPERATIONS & FUTURE OUTLOOK

Your directors have pleasure to state that, your Company has started operating its business activities but still however are in the process of preparing necessary business plans & strategies for initiating its operations in the field of Infrastructure & Real Estate, on a large scale basis in the near future.

DIRECTORS

During the year, Mr. Ankit Singhi and Mr. Manoj Kumar were appointed as directors of the Company on 30th December, 2009. At the close of this Financial Year Mr. Ankit Singhi being director liable to retire by rotation, being eligible is proposed to be reappointed in this Annual General Meeting of the Company.

DIVIDEND

There being no profits, your directors regret their inability to recommend any dividend for the Financial Year beginning on 1st April 2009 and ending on 31st December 2009.

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 217(2AA) of the Companies Act, 1956 your directors hereby make the following statement:

1. That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year;

3. That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities;

4. That the Directors have prepared the accounts of the Company for the Financial Year ended 31st December, 2009 on a going concern basis.

DEPOSITS

Your Company has not accepted any deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

PARTICULARS OF EMPLOYEES

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF 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 the Company involving Foreign Exchange.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s BNPSY & Associates (M/s Sharma Jain & Co. merged with M/s BNPSY & Associates) Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, are proposed for re-appointment for the Financial Year beginning on 1st January 2010 and ending on 31st March 2011. The auditors have furnished a certificate to this effect that the proposed appointment, if made, will be in accordance with Section 224(1 B) of the Companies Act 1956.

Your directors recommend the re-appointment of the Statutory Auditors until the conclusion of next Annual General Meeting.

SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate for the Financial Year ending on 31st December 2009 is attached hereto and forms part of this Report. The Board took note of the same.

BOOK CLOSURE

The transfer books of the Company will be closed from 20th February 2010 till 22nd February 2010 for purpose of Annual General Meeting dated 15th March 2010 and for issue of new reduced share certificates to the members consequent to reduction of share capital of the Company pursuant to order of the Honble High Court dated 15th December 2009.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on industry analysis is attached hereto and forms part of the Directors Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors Report is attached hereto and forms part of this report.

MATERIAL CHANGES

REDUCTION OF CAPITAL

The share forfeiture account and paid-up share capital of the Company has been reduced against the accumulated losses to the extent of 36,385,650.00 (Rupees Three Crores, Sixty- Three Lacs, Eighty-Five Thousand, Six-Hundred and Fifty only) with effect from 31st December 2009 pursuant to approval by the Honble High Court dated 15th December 2009 and new share certificates are being issued to the shareholders.

ISSUE OF PREFERENCE SHARES

Your Company has issued 1,000,000 1% Non Convertible Preference Shares of Rs. 10 each at par on preferential basis to strategic investors not related to promoters with due consent of members of the Company.

AUDITORS REPORT & NOTES ON ACCOUNTS

The observations of the Auditor and Notes on Account are self-explanatory.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude for timely assistance and co operation received from Government Authorities, Registrar & Share Transfer Agent, Investors, Advisors, Bankers and all other concerns.

By order of the Board of Directors For Globus Constructors & Developers Limited (Formerly known as Gupta Fibres Limited)

Sd/-

Place : New Delhi Santosh Gupta

Date : 05.02.2010 Chairman

DIN:00001418


Mar 31, 2009

The Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the year ended on 31st March, 2009

FINANCIAL RESULTS

As on 31st March, 2009 As on 31st March, 2008

ITEM (in Rs.) (in Rs.)

Sales & other Income 137,500.00 307,250.00

Loss before depreciation 122,906.00 334,567.05 and tax

Depreciation NIL NIL

Loss after tax and 122,906.00 334,567.05 depreciation

Loss brought forward 36,394,284.05 36,231,208.00

Balance carried to 36,517,154.05 36,394,248.05 Balance Sheet

CURRENT BUSINESS OPERATIONS & FUTURE OUTLOOK

Currently, your Company is not carrying on any business operation but is in the process of preparing necessary business plans & strategies for initiating its operations in the field of Infrastructure & Real Estate, in the forth coming financial year.

CHANGE IN CONTROL

During the year, there has been transfer of absolute control of the Company from its old promoters to Mr. Santosh Gupta in compliance with the provisions of SEBI (Substantial Acquisition of shares and Takeover) Regulations, 1997.

NEW DIRECTORS

During the year, Mr. Santosh Gupta, new promoter of the Company has been appointed in the Board of Directors of the Company as director liable to retire by rotation through the process of Postal Ballot convened by the Board and thus being eligible for re-appointment offers himself to be re-appointed in the ensuing Annual General Meeting. Your directors recommend the re- appointment.

Besides your Company had invited Mr. Manoj Kumar and Mr. Ankit Singhi as Additional Directors on the Board, at the Board Meeting held on 5th December 2008 to hold office until the ensuing Annual General Meeting. Your Company has received nomination from members for appointment of Mr. Manoj Kumar and Mr. Ankit Singhi as Directors in the Board at the forth coming Annual General Meeting. Your Board recommend their appointment as such.

CHANGE OF NAME

During the year, your Companys name was changed to Globus Constructors & Developers Limited from Gupta Fibres Limited and the approval of the Government was appropriately obtained vide letter dated 17th December 2008.

Your Company is entering into the new business area in the field of Construction, Infrastructure and Real Estate Development. The Memorandum of Association of the Company has been amended suitably to reflect the new business of the Company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year, the Articles of Association of the Company were altered through the process of Postal Ballot in compliance with the provisions of Section 31 of the Companies Act, 1956 for inclusion of provisions relating to dematerialization/ rematerialization of shares of the Company, issue of shares with differential voting rights etc.

DIVIDEND

There being no income/ profits, your directors regret their inability recommend any dividend for the financial year 2008-09.

DIRECTORS RESPONSIBILITY STATEMENT

As per the requirement of Section 217(2AA) of the Companies Act, 1956 your directors hereby make the following statement:

1. That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. That the Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year;

3. That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities;

4. That the Directors have prepared the accounts of the Company for the financial year ended 31st March, 2009 on a going concern basis.

DEPOSITS

Your Company has not accepted any deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

PARTICULARS OF EMPLOYEES

During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF 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, 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 the Company involving Foreign Exchange.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s BNPSY & Associates (M/s Sharma Jain & Co. merged with M/s BNPSY & Associates) Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, are proposed for re-appointment. They have furnished a certificate to this effect that the proposed appointment, if made, will be in accordance with Section 224(1 B) of the Companies Act 1956.

Your directors recommend the re-appointment of the Statutory Auditors until the conclusion of next Annual General Meeting.

SECRETARIAL COMPLIANCE CERTIFICATE

The Secretarial Compliance Certificate for the financial year is attached hereto and forms part of this Report. The Board took note of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on industry analysis is attached hereto and forms part of the Directors Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors Report is attached hereto and forms part of this report.

MATERIAL CHANGES AFFECTED AFTER THE END OF THE FIANCIAL YEAR

SHIFTING OF REGISTERED OFFICE

The Registered Office of your Company has been shifted in the regions of National Capital Territory of Delhi from the State of Punjab in compliance with the provisions of the Companies Act, 1956 under the order of Company Law Board, Northern Region Bench. The Memorandum of Association of the Company has been amended suitably to reflect the above mentioned change.

REDUCTION OF CAPITAL

The Order for Reduction of Paid Up Share Capital of the Company has been reserved by the Honble High Court of Delhi on 24th November 2009 against the reduction petition filed by your Company. The effect of Reduction Order would be taken in the Current Financial Year of the Company.

REVOCATION OF SUSPENSION

The shares of the Company suspended from trading from Delhi Stock Exchange has been admitted to the dealings with effect from June 29, 2009 vide letter of the Delhi Stock Exchange dated June 14, 2009

AUDITORS REPORT & NOTES ON ACCOUNTS

The observations of the Auditor and Notes on Account are self-explanatory.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co operation received from Government Authorities, Registrar & Share Transfer Agent. Investors, Advisors and Bankers of the Company.

By order of the Board of Directors

For Globus Constructors & Deveiopers Limited {Formerly known as Gupta Fibres Limited")

Sd/-

Place : New Delhi Santosh Gupta

Date : 03.12.2009 Chairman

DIN: 00001418

 
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