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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Globus Power Generation Ltd.

Mar 31, 2024

The Directors of your Company are pleased to present the 39^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS*

The Companyâs financial performance for the financial year ended March 31, 2024 in comparison to the previous year is as below:

(Rupees in Lacs)
PARTICULARS	Financial Year 2023-24	Financial Year 2022-23
Sales and other income	4.31	0.43
Profit/(Loss) before exceptional items and tax	(56.50)	(48.92)
Exceptional Item	(731.62)	1196.00
Profit/(Loss) before Tax	675.13	(1244.92)
Tax Expenses	0	0
Profit/(Loss) for the period	675.13	(1244.92)

OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

During the financial year ended March 31, 2024, the Company recorded revenue of Rs. 4,31,000/-, a significant increase from Rs. 43,000/- in the previous financial year. Additionally, the Company achieved a profit of Rs. 6,75,13,000/- during the year under review, marking a turnaround from the loss of Rs. 12,44,92,000/- in the previous financial year.

Currently, your Company is exploring alternative business avenues and is engaged in discussions and negotiations with various vendors to evaluate potential opportunities.

TRANSFER TO STATUTORY RESERVES

During the year under review, the Board does not propose to transfer any amount to general reserve.

STATE OF AFFAIRS OF THE COMPANY

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/biomass power plants and to make them part of their group. The Company is a listed entity on BSE in the name of Globus Constructors and Developers Ltd. having its security code-526025 & ISIN -INE064L01015.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company.

SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2024 stands at Rs. 102,00,00,000/- divided into 10,20,00,000/-equity shares of Rs. 10/- each. The Paid-up Share Capital of your Company is Rs. 98,94,84,800/- divided into 9,89,48,480 equity shares of Rs. 10/- each.

ACCOUNTS

The Financial Statements of your Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013 (âActâ), Accounting Standards IND AS and Various Regulations as prescribed by the Securities and Exchange Board of India (SEBI).

DIVIDEND

The Board has not recommended any dividend payment for the financial year 2023-24.

PUBLIC DEPOSIT

During the reporting period, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY

During the reporting period, the Company did not have Subsidiary, Associate Company or Joint Venture Company. Hence, the requirements as prescribed under first proviso to sub-section (3) of section 129 read with Rule 5 of the Companies Account (Rules), 2014 are not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS (âKMPâ)

Your Companyâs Board is duly constituted and is in compliance with the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and is mentioned below:

The Company has the following Directors as on March 31, 2024:

S. No.	Name of Directors	Designation
1.	Mr. Abhay Khanna	Whole- time Director
2.	Mr. Amitabh Tandon	Non-Executive Director
3.	Mr. Suneel Vohra	Non-Executive Director
4.	Mrs. Nishi Sabharwal	Independent Women Director
5.	Mrs. Chhavi Prabhakar	Independent Women Director
6.	Mr. Thamattoor Prabhakaran Nair	Independent Director

There is no change in the composition of the Board of the Company during the reporting period.

Retirement of Director by Rotation

In terms of the provisions of Section 152 (6) of the Act and Articles of Association of the Company, the period of office of not less than two-thirds of the total number of Directors of the Company shall be liable to determination by retirement by rotation, out of which at least one-third Directors shall retire at every Annual General Meeting.

In view of the above, Mr. Amitabh Tandon (DIN: 01049659), Director of the Company, would be retiring as a director by rotation and being eligible for re-appointment

Necessary Resolution for approval of the reappointment of Mr. Amitabh Tandon has been included in the Notice of the forthcoming 39^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Profile of Mr. Tandon and as required under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is annexed with the Notice of the 39^th Annual General Meeting of the Company.

During the financial year 2023-24, following directors were re-appointed in the 38^th Annual General Meeting of the Company:

i) Mr. Abhay Khanna (DIN: 02153655) was re-appointed as Executive/Whole-time Director for a period of 3 (Three) consecutive

years commencing from the conclusion of the 38^th Annual General Meeting of the Company convened on September 28, 2023 till September 27, 2026.

ii) Mr. Amitabh Tandon (DIN: 01049659) was re-appointed as Non-Executive Director for a period of 5 (Five) consecutive years commencing from the conclusion of the 38^th Annual General Meeting convened on September 28, 2023 till the conclusion of the 43^rd Annual General Meeting of the Company to be convened in the financial year 2028-29.

iii) Mr. Suneel Vohra (DIN: 00022705) was re-appointed as Non-Executive Director for a period of 5 (Five) consecutive years commencing from the conclusion of the 38^th Annual General Meeting convened on September 28, 2023 till the conclusion of the 43^rd Annual General Meeting of the Company to be convened in the financial year 2028-29.

All the Directors of the Company have confirmed that they are not disqualified from staying on the Board of Directors in terms of Section 164(2) of the Act and they have also submitted a Declaration to that effect.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), a Certificate from Mrs. Soniya Gupta, Practicing Company Secretary to effect that none of the Companyâs Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Details of Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Act, read with the Rules framed there under:

S. No.	Name of KMPs	Designation
1.	*Mr. Alok Kumar Gupta	Chief Financial Officer (CFO)
2.	#Ms. Kamini	Company Secretary & Compliance Officer

*During the year under review, Mr. Alok Kumar Gupta was re-appointed as Chief Financial Officer of the Company at the meeting of Board of Directors convened on August 10, 2023.

#During the year under review, Appointment of Ms. Kamini, (Qualified Member of Institute of Company Secretaries of India having Membership No. A71118) as Company Secretary of the Company was confirmed by Board at its meeting convened on August 10, 2023, who was appointed in the Company as Company Secretary on June 07, 2023.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act read with rules made thereunder, Mrs. Nishi Sabharwal (DIN:06963293), Mrs. Chhavi Prabhakar (DIN:07553853) and Mr. Thamattoor Prabhakaran Nair (DIN: 03608795) are acting as Independent Directors in the Board of the Company.

Pursuant to the provisions of Section 149 of the Act, all Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) read with Regulation 25(8) of Listing Regulations. The Board of Directors took note of the abovementioned declarations at its meeting convened on May 10, 2024.

Further, they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act which forms part of the Companyâs Code of Conduct for Directors and Senior Personnel.

Independent Directorsâ Meeting

In compliance with the requirements of Regulation 25(3) of Listing Regulations and Section 149 read with Schedule IV of the Act, a Meeting of the Independent Directors was convened on February 09, 2024 without the participation of the Executive Directors or Management Personnel.

The Independent Director carried out the performance evaluation of Non-Independent Directors and the Board of Directors as a whole, the performance of the Chairman of the Company, the quality, contents and timeliness of the flow of information between the Management and Board, based on the performance evaluation framework of the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 4 (Four) meetings of the Board of Directors of the Company were convened. Details about the meetings of the Board and Committees of the Board of Directors of the Company, their compositions and attendance of the Members in their meetings are provided in the Corporate Governance Report which forms part of this Annual Report.

The periodicity between the 2 (Two) Board Meetings was within the maximum time gap as prescribed in the Act & Listing Regulations.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, Individual Directors and Committees of the Board was conducted by the Board of Directors in accordance with the provisions of the Act and the Listing Regulations.

The performance evaluation was carried out by the Board through a structured evaluation process covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, leadership attributes of directors through vision and values, effectiveness of working, strategic thinking and decision making, adequacy of business strategy and information, etc. The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated.

A separate meeting of the Independent Directors was also convened wherein the performance of Non-Independent Directors and the Board as a whole; the performance of the Whole-time Director; assessing of quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors was evaluated. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME MODULE

As required under Regulation 25(7) of Listing Regulations, the Company Familiarize the Independent Director with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, operations of the Company, etc. They are also informed of the significant policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel. The Familiarization Program Module for Independent Directors of the Company has been adopted by the Board of Directors. The particulars of the familiarization program for Independent Directors may be accessed on the Companyâs Website http://www.gpgl.in/assets/familization-module.pdf in compliance of the provisions of Regulation 46(2)(i) of Listing Regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Act read with rules made thereunder and the Regulation 22 of Listing Regulations, the Company has in place a mechanism for Directors, employees, vendors and customers to report concerns about unethical behaviour, actual or suspected fraud, violation of code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of Whistle Blower and also provides for direct access to the Whistle Blower to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Companyâs website at the link http://www.gpgl.in/assets/vigil mechanism policy.pdf

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

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 which forms part of this Annual Report. The Risk Management Policy may be accessed on the Companyâs website at the link http://www.gpgl.in/assets/risk-management-policy.pdf

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN IN THE WORKPLACE

In terms of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013, the Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints at the workplace of any women employee. The Company has adopted a policy on sexual harassment of women that was approved by the Board to ensure a free and fair inquiry process on complaints received from the women employees about Sexual Harassment, also ensuring complete confidentiality of information.

Details of the constitution of the committee forms the part of the policy and have been uploaded on the website of the Company under the link http://www.gpgl.in/assets/sexual-harresment-policy.pdf

During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AFFECTING THE BUSINESS OPERATIONS AND FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3)(c) of Companies Act, 2013, your Directors confirm that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule III of the Act, 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 the financial year 2023-2024 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 OF THE COMPANYSTATUTORY AUDITORS

As per the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s D R & Associates, Chartered Accountants (FRN: 018213N), was appointed as the Statutory Auditor of the Company at the 38^th Annual General Meeting of the Company convened on September 28, 2023 to hold the office for a term of 5 (Five) consecutive years commencing from the conclusion of 38^th Annual General Meeting till the conclusion of 43^rd Annual General Meeting to be convened in the financial year 2028-29.

M/s D R & Associates, Chartered Accountants (FRN: 018213N), being the Statutory Auditors of the Company presenting the Auditorsâ Report on the accounts of the Company for the financial year ended March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Act during the year under review.

SECRETARIAL AUDITOR

In terms of Section 179 & 204 (1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8 of Companies (Meeting of Board and its Powers) Rules, 2014 and other applicable provisions, M/s Soniya Gupta & Associates, Company Secretary in Practice is re-appointed as Secretarial Auditors of the Company to audit the secretarial and related records of the Company for the financial year 2024-25 by the Board at its meeting convened on May 10, 2024.

The Secretarial Audit Report for the financial year 2023-24 is attached as âAnnexure-1â to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark.

In compliance of Regulation 24A of Listing Regulations, the Company has obtained the Secretarial Compliance Report from M/s Soniya Gupta & Associates, Practicing Company Secretaries and reported the same to the BSE limited, Stock Exchange on May 22, 2024.

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL AUDITOR

In terms of Section 179 &138 of the Act read with rules made thereunder, M/s K Y N J and Co, Chartered accountant (FRN: 031505N), is appointed as Internal Auditor of the Company to conduct the internal audit of the functions and activities of the Company for the financial year 2024-25 by the Board at its meeting convened on May 10, 2024.

COST RECORDS

Your Company is not required to maintain cost records as prescribed under the Act.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2024 is uploaded on the website of the Company at www. gpgl.in.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the reporting, the Company has not entered into any contract/arrangement with a related party as specified under section 188 of the Act. Further, there has been no materially significant related party transaction having potential conflict with the interest of the Company. Therefore, disclosure in Form AOC-2 is not required.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company under the link http://www.gpgl.in/assets/rpt-policy.pdj.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

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 earning and/or outgo.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company is attached to the Boardâs Report as âAnnexure-2â.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION, INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Nomination and Remuneration Policy for Directors, KMPs and other employees. The Companyâs Policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act is disclosed in the Corporate Governance Report, which forms part of this Report and is also available on the website of the Company under the link www.gpgl.in.

INDUSTRIAL RELATIONS

The Company remains regularly in touch with each employee with regard to solving their grievance and maintains high quality standards for them. The Industrial relations of your Company are normal.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI as per Regulation 27 of Listing Regulation.

A separate Report on Corporate Governance along with a certificate from M/s Soniya Gupta and Associates, Practising Company Secretaries in compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is forming the part of this Annual Report as âAnnexure- 3â.

INTERNAL FINANCIAL CONTROLS

The Company has in place internal financial controls commensurate with the nature and size of business operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance with corporate policies. Independent Internal Auditors carry out Audits. Further, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the Internal Auditors.

Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The Committee also meets the Companyâs statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

OPERATIONS AND BUSINESS PERFORMANCE

Pursuant to the provisions of Regulation 34(2) (e) of the Listing Regulations, a report on Management Discussion & Analysis (âMDARâ) is annexed herewith as âAnnexure-4â which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186 of Act read with rules made thereunder, shareholdersâ approval by way of Special Resolution was obtained at the Annual General Meeting convened on September 27, 2022, for loans given, investments made, guarantees provided, or securities provided by the Company upto an extent of Rs. 5000 crores (together with the existing loans & advances or security or guarantee has already been taken)

Particulars of loans, guarantees and investments covered under section 186 of the Act form part of the Notes to the financial statements provided in this Annual Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in the future.

OTHER DISCLOSURES

a) During the reporting period, the Company did not submit any applications under the Insolvency and Bankruptcy Code, 2016. Hence, no proceeding is pending under the Code.

b) The requirement to state the difference between the valuation amount at the time of one-time settlement and the valuation amount when obtaining loans from banks or financial institutions does not arise, as it does not apply to the company.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

Mar 31, 2023

The Directors of your Company are pleased to present the 38^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL SUMMARY OR HIGHLIGHTS*

The Companyâs financial performance for the financial year ended March 31, 2023 in comparison to the previous year is as under:

(Rupees in Lacs)
PARTICULARS	Financial Year 2022-23	Financial Year 2021-22
Sales and other income	0.43	0
Profit/(Loss) before exceptional items and tax	(48.92)	(54.20)
Exceptional Item	1196.00	129.31
Profit/(Loss) before Tax	(1244.92)	(183.51)
Tax Expenses	0	0
Profit/(Loss) for the period	(1244.92)	(183.51)
*As per IND AS

OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

During the financial year ended March 31, 2023, the Company has no revenue. The Company has during the year under review incurred a loss of Rs. 1244.92 Lacs as against the loss of Rs. 183.51 Lacs in the previous financial year.

Your Company is exploring other avenues for business and is in discussions/negotiations with various vendors to assess potential opportunities.

STATE OF AFFAIRS OF THE COMPANY

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 / biomass power plants and to make them part of their group. The Company is a listed entity on BSE in the name of Globus Constructors and Developers Ltd. having its security code-526025 & ISIN -INE064L01015.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company.

SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2023 stands at Rs. 102 Crore divided into 10.2

Crore equity shares of Rs. 10/- each. The Paid-up Share Capital of your Company is Rs. 98,94,84,800/- divided into 9,89,48,480 equity shares of Rs. 10/- each.

ACCOUNTS

The Financial Statements of your Company for the financial year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013 (âActâ), Accounting Standards IND AS and Various Regulations as prescribed by the Securities and Exchange Board of India (SEBI).

DIVIDEND

No Dividend was declared for the current financial year due to consistent losses incurred by the Company. TRANSFER TO STATUTORY RESERVES

During the year under review, the Company has not transferred any amount to the Statutory Reserves Fund as the Company has incurred loss during the year.

PUBLIC DEPOSIT

In terms of the provisions of Sections 73 or any other Provisions of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, the Company had not accepted any deposits from the public and as such, no amount on account of Principal or interest on public deposits was outstanding as on the date of Balance Sheet.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY

The Company had no Subsidiary, Associate Company or Joint Venture Company during the reporting period. Accordingly, the requirements pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies Account (Rules), 2014 is not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS (âKMPâ)

Your Companyâs Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and is mentioned below:

Details of Board of Directors

The Company has the following Directors:

S. No.	Name of Directors	Designation
1.	Mr. Abhay Khanna	Whole- time Director
2.	Mr. Amitabh Tandon	Non-Executive Director
3.	Mr. Suneel Vohra	Non-Executive Director
4.	Mrs. Nishi Sabharwal	Independent Women Director
5.	Mrs. Chhavi Prabhakar	Independent Women Director
6.	Mr. Thamattoor Prabhakaran Nair	Independent Director

There is no change in the composition of the Board during the reporting year.

Re-appointment of Mr. Abhay Khanna as Whole-time Director

In accordance with the provisions of Sections 196, 197 and 203 read with Schedule V of the Companies Act, 2013, or any amendment thereto or modification thereof, Mr. Abhay Khanna (DIN: 02153655) was re-appointed as Executive/Whole-time Director of the Company in 36^th Annual General Meeting of the Company held on 28^th September, 2021, liable to retire by rotation for the period of two years i.e. till 38^th Annual General Meeting.

The Nomination and Remuneration Committee of the Board has recommended the re-appointment of Mr. Abhay Khanna as Whole-time Director of the Company for a further term of three (3) consecutive years on the Board of the Company with effect from the conclusion of the Annual General Meeting scheduled to be held on 28^th September, 2023 till 27^th September, 2026. A resolution seeking shareholdersâ approval for his reappointment forms part of the Notice of Annual General Meeting (AGM).

Re-appointment of Mr. Amitabh Tandon

In accordance with provisions of Sections 149 and 152 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Amitabh Tandon was appointed as Non-Executive Director on the Board of Company for a period of 2 years from the conclusion of 36^th Annual General Meeting to the conclusion of ensuing Annual General Meeting of the Company to be held in the year 2023.

The Nomination and Remuneration Committee of the Board has recommended the re-appointment of Mr. Amitabh Tandon as Non-Executive Director for a further term of five (5) consecutive years on the Board of the Company with effect from the conclusion of the Annual General Meeting scheduled to be held on September 28, 2023 till the conclusion of 43^rd Annual General Meeting of the Company. A resolution seeking shareholders approval for his re-appointment forms part of the Notice of AGM.

Re-appointment of Mr. Suneel Vohra

In accordance with provisions of Sections 149 and 152 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Suneel Vohra was appointed as Non-Executive Director on the Board of Company for a period of 2 years from the conclusion of 36^th Annual General Meeting to the conclusion of ensuing Annual General Meeting of the Company to be held in the year 2023.

The Nomination and Remuneration Committee of the Board has recommended the re-appointment of Mr. Suneel Vohra as Non-Executive Director for a further term of five (5) consecutive years on the Board of the Company with effect from the conclusion of the Annual General Meeting scheduled to be held on September 28, 2023 till the conclusion of 43^rd Annual General Meeting of the Company. A resolution seeking shareholders approval for his re-appointment forms part of the Notice of AGM.

All the Directors of the Company have confirmed that they are not disqualified from staying on the Board of Directors in terms of Section 164(2) of the Companies Act, 2013 and they have also submitted Declaration to that effect.

In accordance with Regulation 36(3) of the Listing Regulations and Secretarial Standards, the brief profile and particulars of all the Directors seeking re-appointment is given in the Annexure to the Notice convening the AGM.

Details of Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Act, read with the Rules framed there under:

S. No.	Name of KMPs	Designation
1.	Mr. Alok Kumar Gupta	Chief Financial Officer (CFO)
2.	Ms. Kamini	Company Secretary & Compliance Officer

Chief Financial Officer of the Company

In accordance with provision of Section 203 of the Companies Act, 2013 and any other rules applicable thereunder, Every Listed Company shall have the whole-time Chief Financial Officer. Therefore, on recommendation of the Nomination and Remuneration Committee, the Board of Directors of Company at its meeting held on August 10, 2023 re-appointed Mr. Alok Kumar Gupta as Chief Financial Officer of the Company.

Company Secretary and Compliance Officer of the Company

As per the provision of Section 203 of the Companies Act, 2013 read with any other rules applicable thereunder along with provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Every Listed Company shall have the whole-time Company Secretary.

During the financial year 2022-23, Mrs. Urmil Kakkar resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. August 20, 2022. Thereafter, Ms. Nishita Bansal was appointed as Company Secretary & Compliance Officer of the Company w.e.f. February 8, 2023 who had served the Company as Company Secretary & Compliance Officer till March 23, 2023.

Further, during financial year 2023-24, as per the provision of Section 203 of the Companies Act, 2013 read with any other rules applicable thereunder along with provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board of Directors has appointed Ms. Kamini as Company Secretary & Compliance Officer of the Company w.e.f. August 10, 2023 on recommendation made by the Nomination & Remuneration Committee of the Company.

INDEPENDENT DIRECTORSâ MEETING

In compliance with the requirements of Regulation 25(3) of Listing Regulations and Schedule IV of the Companies Act, 2013, a Meeting of the Independent Directors was held on 9^th February, 2023, without the participation of the Executive Directors or Management Personnel.

The Independent Director carried out performance evaluation of Non-Independent Directors and the Board of Directors as a whole, performance of Chairman of the Company, the quality, contents and timeliness of flow of information between the Management and Board, based on the performance evaluation framework of the Company.

DECLARATION OF INDEPENDENT DIRECTORS

All Independent Directors of your Company have submitted a Declaration that they meet the criteria of Independence as provided in Section 149(6) and 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of Independence. As required under Section 149(7) of the Act, the said declaration was placed in the Board Meeting held on May 27, 2023.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES Details of Board Meetings

The Board of Directors duly met four (4) times during the financial year 2022-23. The dates on which meetings were held are:

S. No.	Date of Baord Meetings
1.	25^th May, 2022
2.	09^th August, 2022
3.	10^th November, 2022
4.	08^th February, 2023

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the Companies Act, 2013 & Listing Regulations.

Details of Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting have been provided in the Corporate Governance Report which forms part of this Annual Report.

Details of Audit Committee Meetings

The Audit Committee met four (4) times during the financial year 2022-23.

The dates on which meetings were held are:

S. No.	Date of Audit Committee Meetings
1.	25^th May, 2022
2.	09^th August, 2022
3.	10^th November, 2022
4.	08^th February, 2023

Further, details of the Composition of the Audit Committee, their attendance at the Meetings and last Annual General Meeting have been provided in the Corporate Governance Report which forms part of this Annual Report.

Details of Nomination and Remuneration Committee Meetings

The Nomination and Remuneration Committee met two (2) times during the financial year 2022-23.

The dates on which meetings were held are:

S. No.	Date of Nomination and Remuneration Committee Meetings
1.	09^th August, 2022
2.	08^th February, 2023

Further, details of the Composition of the Nomination and Remuneration Committee and their attendance at the Meetings and last Annual General Meeting have been provided in the Corporate Governance Report which forms part of this Annual Report.

Details of Stakeholders Relationship Committee Meetings

The Stakeholders Relationship Committee met one (1) time during the financial year 2022-23.

The date on which meeting was held is:

S. No.	Date of Stakeholders Relationship Committee Meetings
1.	08^th February, 2023

Further, details of the Composition of the Stakeholders Relationship Committee and their attendance at the Meetings and last Annual General Meeting have been provided in the Corporate Governance Report which forms part of this Annual Report.

The Committee reviews and ensures redressal of investor grievances. For details, please refer to Corporate Governance Report attached to this report.

BOARD EVALUATION

In compliance with the requirements of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. The exercise was carried out through a structured evaluation process covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, leadership attribute of Directors through vision and values, strategic thinking and decision making, adequacy of business strategy, etc.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. A separate meeting of the Independent Directors was also held where in performance of Non-Independent Directors, the performance of the Board as a whole and performance of the Chairman and Whole-time Director was evaluated. The Directors expressed their satisfaction with the evaluation process.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

FAMILIARISATION PROGRAMME MODULE

As required under Regulation 25(7) of Listing Regulations, the Company familiarize the Independent Director with a brief background of the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, operations of the Company, etc. They are also informed of the significant policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel. The Familiarization Program Module for Independent Directors of the Company has been adopted by the Board of Directors. The particulars of familiarization program for Independent Directors can be accessed on the Companyâs Website www.gpgl.in in compliance of the provisions of Regulation 46(2)(i) of Listing Regulations.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Companies Act, 2013 read with rules made thereunder and the Regulation 22 of Listing Regulations, the Company has in place a mechanism for Directors, Employees, Vendors and Customers to report concerns about unethical behaviour, actual or suspected fraud, violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of Whistle Blower who avail the mechanism and also provides for direct access to the Whistle Blower to the Chairman of the Audit Committee.

The Vigil Mechanism Policy may be accessed on the Companyâs website at the link http://www.gpgl.in/assets/ vigil_mechanism_policy.pdf

RISK MANAGEMENT POLICY

The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Risk Management Policy may be accessed on the Companyâs website at the link http://www.gpgl.in/assets/ risk-management-policy.pdf

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN IN THE 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 on December 9, 2013. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy that was approved by the Board. Details of the constitution of the committee form part of the policy and have been uploaded on the website of the Company under the link http://www.gpgl.in/assets/sexual-harresment-policy.pdf

The following is a summary of sexual harassment complaints received and disposed off during the year:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed off: Nil

MATERIAL CHANGES AFFECTING THE BUSINESS OPERATIONS AND FINANCIAL POSITION OF THE COMPANY

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3)(c) of Companies Act, 2013, your Directors confirm that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards and Schedule III 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 the financial year 2022-2023 and of the profit/ loss of the Company for the year ended as on that date;

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.

STATUTORY AUDITORS

In accordance with provisions of Section 139(1) of the Companies Act, 2013 and the Rules made thereunder, every Company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting. Further, An Audit Firm is eligible to hold the office of Statutory Auditor in the same Company for maximum two terms of consecutive five years.

In view of the said provisions, M/s Padam Dinesh & Co., Chartered Accountants (FRN: 009061N) was appointed as the Statutory Auditor of the Company at the 34^th Annual General Meeting held on September 28, 2019 to hold the office up to the conclusion of 38^th Annual General Meeting. Therefore, their period of office is going to be expired in the ensuing 38^th Annual General Meeting of the Company. Further, M/s Padam Dinesh & Company has completed their two terms of consecutive five years as Statutory Auditors of the Company. Therefore, they are not eligible to be re-appointed.

On the recommendation of the Audit Committee, the Board, in its meeting held on August 10, 2023, subject to the approval of the shareholders, has recommended the re-appointment of M/s D R & Associates, Chartered Accountants (FRN: 018213N) as the Statutory Auditors of the Company to hold office for a term of 5 (Five) consecutive financial years i.e. commencing from the conclusion of this Annual General Meeting till the conclusion of the 43rd Annual General Meeting of the Company to be held in the calendar year 2028. Accordingly, the re-appointment of M/s D R & Associates, as the Companyâs Statutory Auditors, is being placed for the approval of the members at the ensuing AGM.

The Company has received written consent and confirmation from M/s D R & Associates to effect their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013, and rules framed thereunder and that they satisfy the criteria provided therein. Also, the Statutory Auditor have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and that they hold a valid certificate issued by the Peer Review Board of ICAI. Accordingly, Ordinary Resolution is proposed for the consideration and approval of members in the Notice of Annual General Meeting forming part of this Annual Report.

AUDITORS REPORT

M/s Padam Dinesh & Co., Chartered Accountants (FRN: 009061N), being the Statutory Auditors of the Company presenting the Auditorsâ Report pertaining to accounts of the Company for the financial year ended March 31, 2023, does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditor have not reported any incident of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Act during the Year under review.

SECRETARIAL AUDITOR

The Board has re-appointed M/s Soniya Gupta & Associates, Practicing Company Secretaries as Secretarial

Auditor of the Company in its meeting held on May 27, 2023 to conduct the Secretarial Audit for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder. The Secretarial Audit Report for the financial year 2022-23 is attached as âAnnexure-1â to the Boardâs Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark.

During the year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

In compliance of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Secretarial Compliance Certificate from M/s Soniya Gupta & Associates, Practicing Company Secretaries and submitted the same to the Stock Exchange i.e. BSE Limited on May 26, 2023.

INTERNAL AUDITOR

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s J P Goel & Company, Chartered Accountants, as Internal Auditor of your Company in its meeting held on May 27, 2023 for the financial year 2023-24 in compliance of Section 138 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

COST RECORDS

Your Company is not required to maintain cost records as prescribed under the Companies Act, 2013. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2023 is uploaded on the website of the Company at www.gpgl.in.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contract/arrangement with a related party as specified under Section 188 of the Companies Act, 2013. Further, there has been no materially significant related party transaction having potential conflict with the interest of the Company. Therefore, disclosure in Form AOC-2 is not required. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company http://www.gpgl.in/assets/rpt-policy.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

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 earning and/or outgo. PARTICULARS OF EMPLOYEES

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 in respect of Employees of the Company is appended to the Boardâs Report as âAnnexure-2â.

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 Regulations, the Board of Directors at their meeting 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 including appointment and remuneration of Directors and Key Managerial Personnel 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. The Industrial relations of your Company are normal.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (âSEBIâ) as per Regulation 27 of Listing Regulations. A separate Report on Corporate Governance along with a certificate from M/s Soniya Gupta and Associates, Practising Company Secretaries in compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is forming the part of this Annual Report as âAnnexure- 3â.

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 the Companyâs 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 Auditor, Audit Committee members and Statutory Auditor have complete 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 to ensure compliance with the provisions of all applicable laws and they monitor adequacy and operating effectiveness of the same annually.

OPERATIONS AND BUSINESS PERFORMANCE

Pursuant to the provisions of Regulation 34(2) (e) of the Listing Regulations, a report on Management Discussion & Analysis (âMDARâ) is herewith annexed as âAnnexure-4â to this report. Kindly refer to the MDAR which

forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investment made or guarantee given or security provided by the Company under Section 186 of Companies Act, 2013 is not exceeding Rs. 5000 crore together with the existing loans & advances or security or guarantee, in connection of which consent of members has already been taken by way of Special resolution in the Annual General Meeting for the year ended 2022 held on September 27, 2022.

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

OTHER DISCLOSURES

a) During the year under review, the Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.

b) The requirement of stating the difference between the amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, as the same is not applicable on the Company.

ACKNOWLEDGEMENT

Mar 31, 2018

Dear Members,

The Directors have immense pleasure in presenting the 33^rd Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31^st, 2018.

FINANCIAL SUMMARY OR HIGHLIGHTS

The Companyâs financial performance on standalone basis for the financial year ended March 31^st, 2018 in comparison to previous year is as under:

(Rupees in Lakhs)

PARTICULARS	Financial Year 2017-18	Financial Year 2016-17
Sales and other income	0	1.60
Profit/(Loss) before depreciation and tax	(87.35)	(8737.60)
Depreciation	2.13	3.85
Profit/(Loss) After Tax and depreciation	(91.72)	(8747.76)
Profit/(Loss) brought forward	(9452.12)	(704.35)
Balance carried to balance sheet	(9543.84)	(9452.12)

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

As notified by the Ministry of Corporate Affairs, your Company adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017. The financial statements of the Company for the year have been prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 (as amended). For all the periods up to and including the year ended March 31, 2017, the company prepared its financial statements in accordance with requirement of previous GAAP, which includes Accounting Standards notified under section 133 of the Companies Act, 2013 read together with Companies (Accounting Standards) Rules, 2006. These financial statements for the year ended March 31, 2018 are companyâs first Ind AS financial statements. Accordingly, the financial statements have been prepared based on Ind AS 101- First time adoption of Indian Accounting Standards with a date of transition to Ind AS as April 1, 2016. Previous yearâs figures have been regrouped and presented according to Ind AS requirement.

OPERATIONS

During the financial year ended March 31^st, 2018 the total revenue on a standalone basis was NIL as against the revenue for the last financial year ended March 31^st, 2017 which was Rs. 1.60 Lakhs. The Company has during the year under review incurred a loss of Rs. 91.72 Lakhs as against loss of Rs. 8747.76 Lakhs in the previous financial year.

ACCOUNTS

The financial statements of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards, IND AS and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The financial statements have been prepared on the basis of audited financial statements of the Company as approved by their respective Board of Directors.

DIVIDEND

There being no profits earned during the year 2017-2018, so your Directors express their inability to recommend any dividend for the year ended March 31^st, 2018.

FIXED DEPOSIT

In terms of the provisions of Sections 73 of Companies Act, 2013 read with the relevant Rules of Companies Act, 2013 your Company has not accepted any fixed deposit and as such no principal or interest was outstanding as on the date of the Balance sheet.

SUBSIDIARY AND ASSOCIATE COMPANIES

Subsidiary Companies

During the Financial Year 2017-18, the Company had no subsidiary.

In accordance with Section 136 of Companies Act 2013, the audited financial statements of the Company are available on the website of the Company i.e. www. gpgl.in/investors-relations.html.

Associate Companies

During the Financial Year 2017-18, the Company had no associate Company.

In accordance with Section 136 of Companies Act 2013, the audited financial statement and related information of the Company are available on the website of the Company i.e. www. gpgl.in/investors-relations.html.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013 Mr.Pawan Kumar Agarwal, Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under sub-section (7) of Section 149 of the Act and under Regulation 25 of the SEBI (LODR) Regulations, 2015.

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.

COMMITTEES OF BOARD OF DIRECTORS

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The Composition of various Committees of the Board is hereunder:

Name of the Committee	Composition of the Committee
Audit Committee	Mr.NarendraKumbhat (Chairman) Mr.Pawan Kumar AgarwalMrs. Nishi AroraSabharwal
Nomination and Remuneration Committee	Mr.NarendraKumbhat (Chairman) Mr.Pawan Kumar AgarwalMrs. Nishi AroraSabharwal
Stakeholders Relationship Committee	Mr.NarendraKumbhat (Chairman) Mr.Pawan Kumar AgarwalMr.AbhayKhanna

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 Regulation 25 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement).

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

During the year under review as per the guidance note on board evaluation issued by Securities and Exchange Board of India, vide its circular dated 5^th January 2017 and pursuant to the provisions of the Companies Act & the corporate governance requirements prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the board has carried out an annual evaluation of its own performance and that of its committees as well as performance of all the directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the board''s functioning such as adequacy of the composition of the board and effectiveness of its committees, execution and performance of specific duties, governance, meaningful and constructive contribution and inputs in meetings etc. Evaluation was carried out based on responses received from the directors. A separate meeting of the independent directors also was held where in performance of non independent directors, performance of the board as a whole and performance of the chairman and managing director was evaluated. The directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME MODULE

The Familiarization Program Module ("the Program") for Independent Directors of the Company has been adopted by the Board of Directors 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 link www.gpgl.in/investors-relations.html.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized ''Vigil Mechanism Policy'' within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the policy are posted on the website of the Company under the link www.gpgl.in/investors-relations.html. There were no complaints during the year 2017-18.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN 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 on 9^th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and was approved by the Board. Details of constitution of the committee forms part of the policy and have been uploaded on the website of the Company under the link www.gpgl.in/investors-relations.html.

The following is a summary of sexual harassment complaints received and disposed off during the year:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3) (c) of Companies Act, 2013, your Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards and Schedule III 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 2017-2018 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("AGM") 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 33^rd AGM to be held in the calendar year 2018 with the ratification by shareholders at AGM every year.

Further M/s Padam Dinesh & Company (FRN : 009061N), retiring auditors, have given their consent to be reappointed as Statutory Auditors and have confirmed that their appointment, if made, would be in compliance with provision of section 139 and section 141 of the Companies Act, 2013 and other applicable sections for time being in force. Their continuance by re-appointment to hold office for next five years from the conclusion of ensuing AGM till the conclusion of 38^th AGM to be held in calendar year 2023. Your directors recommend for their reappointment at the AGM.

The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide Notification dated May 7, 2018, the Proviso to Section 139(1) of the Companies Act, 2013 read with explanation to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s Padam Dinesh & Company, Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

The Auditorâs Report presented by M/s Padam Dinesh & Co., Chartered Accountants (FRN: 009061N), Statutory Auditors of the Company pertaining to accounts of the Company for the financial year ended March 31, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of Audit Committee, the Company has re-appointed Mr.SandeepMehra, Practicing Company Secretary in its meeting held on 29.05.2018 to undertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the FY 17-18 is annexed herewith as "Annexure - 1" to this report.

The Secretarial Audit Report for the FY 17-18 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

The Board of Directors based on the recommendation of the Audit Committee, appointed M/s Naresh Jai & Associates, Chartered Accountants, as an Internal Auditors of your Company in terms of Section 138 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

COSTRECORDS

Your Company is not required to maintain cost records as prescribed under Companies Act, 2013.

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 Boardâs Report as "Annexure-2" and same was uploaded on the website of the Company under the link www.gpgl.in/investors-relations.html.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company http://www. gpgl.in/assets/rpt-policy.pdf.

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 a listed entity on BSE in the name of Globus Constructors and Developers Ltd. having its security code-526025 & ISIN-INE064L01015.

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

Information required under the Companies (Disclosure of Particulars in the Report 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.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) 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 Boardâs Report as "Annexure-3".

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 Regulations, the Board of Directors at their meeting 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 the 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 Companyâs governance practices are described separately in this annual report. Your Company has obtained a certification from Mr.SandeepMehra, Practicing Company Secretary on compliance with Regulation 27 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015. This certificate is also forms part of this Report as "Annexure- 4".

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 Companyâs 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 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

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis forms part of the Annual Report and is herewith annexed as "Annexure-5" to this report.

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

The particulars of loans given, investment made or guarantee given or security provided by the Company under section 186 of Companies Act, 2013 is not exceeding Rs. 5000 crores together with the existing loans & advances or security or guarantee, in connection of which consent of members had already been taken by way of Special resolution in the Annual General Meeting for the year ended 2014 held on 29^th September, 2014.

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form 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.

ACKNOWLEDGEMENT

On and Behalf of the Board of Directors

For Globus Power Generation Limited

Sd/-

PawanAgarwal

Chairman

DIN:01056455

Add.: C-9/192, Block-C, Pocket-9,

Rohini, Sector-7, Delhi-110085

Date : 11/08/2018

Place : New Delhi

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company together with audited accounts for the financial year ended March 31^st, 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS

The Company''s financial performance on standalone basis for the financial year ended March 31^st, 2016 is as under :

(Rupees in Lakhs)

PARTICULARS	Financial Year 2015-2016	Financial Year 2014-2015
Sales and other income	105.49	6.92
Profit before depreciation and tax	(84.26)	(56.64)
Depreciation	6.01	10.44
Profit/(Loss) After Tax and depreciation	(92.85)	(55.74)
Profit/Loss brought forward	(611.51)	(555.77)
Balance carried to balance sheet	(704.35)	(611.51)

OPERATIONS

During the financial year ended March 31^s* 2016 the total revenue on a standalone basis was Rs. 105.49 Lakhs as against the revenue for the last financial year ended March 31^st, 2015 which was Rs. 6.92 Lakhs. The Company has during the year under review incurred a loss of Rs. 92.85 Lakhs as against loss of Rs. 55.74 Lakhs in the previous financial year.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013 Accounting Standards, Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI) and Listing Obligations and Disclosures Requirements (SEBI) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiaries and audited financial statement of associate company, as approved by their respective Board of Directors.

DIVIDEND

There being no profits earned during the year 2015-2016, so your Directors regret their inability to recommend any dividend for the year ended March 31, 2016.

FIXED 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 2015-2016.

SUBSIDIARY AND ASSOCIATE COMPANIES Subsidiary Companies

The Company has two subsidiaries i.e. M/s Transtech Green Power Private Limited and Globus Solar Power Private Limited. The Board of Directors of the Company has reviewed the affairs of its subsidiary Companies regularly. In accordance with section 129(3) of Companies Act, 2013, the Company has prepared consolidated financial statements including requisite details of subsidiaries. We have prepared consolidated financial statements of the Company and its subsidiaries, 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 Companies in the prescribed format AOC-1 (Part-A) is appended as âAnnexure- â1 to the Boardâs Report.

In accordance with Section 136 of Companies Act 2013, the audited financial statements together with consolidated financial statement and related information of the Company and audited accounts of subsidiaries are available on the website of the Company i.e. www.gpgl.in/investors-relations.html.

Associate Companies

The Company has only one associate Company i.e. 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 associate. We have prepared consolidated financial statements of the Company and its associate, 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 associate Companies in the prescribed format AOC-1 (Part-B) is appended as âAnnexure-1â to the Boardâs Report.

In accordance with Section 136 of Companies Act 2013, the consolidated financial statement and related information of the Company and audited accounts of associate company are available on the website of the Company i.e. www.gpgl.in/investors-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)

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

In terms of the provisions of the Companies Act, 2013 read with Rules prescribed thereunder and regulation of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Director(s) for the financial year 2015-16.

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 (âthe Programâ) for Independent Directors of the Company has been adopted by the Board of Directors 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 Companyâs website of the Company under the link www.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 the Company under the link www.gpgl.in/investors-relations.html.There were no complaints during the year 2015-16.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN 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 in year 2014. The policy was approved by the Board and same was uploaded on the website of the Company under the link www.gpgl.in/investors-relations.html.

MATERIAL CHANGES

Ms. Nishi Sabharwal, appointed as a Non-Executive Women Independent Director with effect from 28^th day of September, 2015.

Further, Mr. Akash Khanna has resigned from the post of Whole Time Director with effect from 12^th day of May, 2016.

Further, Ms. Aarti Jassal has resigned from the post of Secretary of the Company with effect from 20^th day of June, 2016.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3)(c) of Companies Act, 2013, your Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards and Schedule III of 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 2015-2016 and of the profit/ loss of the Company for the year ended as on that date;

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.

At Annual General Meeting(âAGMâ) 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 3 3^rd AGM to be held in the calendar year 2018 with the rectification 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: 009061N), Statutory Auditors of the Company on the accounts of the Company for the financial year ended March 31, 2016 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, 2016, your Company has appointed Mr. Sandeep Mehra, Practicing Company Secretary in its meeting held on 28.05.2014 to conduct the Secretarial Audit for the financial year 2015-16 of your Company. The Secretarial Audit Report is appended to Boardâs Report as "Annexure -2".

ANNUALRETURN

IMPLEMENTATION OF RISK MANAGEMENT POLICY

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 a listed entity on BSE in the name of Globus Constructors and Developers Ltd. having its security code-526025 & ISININE064L01015.

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.

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 "Annexure -4".

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 Regulations, the Board of Directors at their meeting held on 30^th 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 the 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 Companyâs governance practices are described separately in this annual report. Your Company has obtained a certification from Mr. Sandeep Mehra, Practicing Company Secretary on compliance with Regulation 27 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015. 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 responsibilities.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis as applicable, forms the part of this report under corporate governance report.

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

The particulars of loans given, investment made or guarantee given or security provided by the Company under section 186 of Companies Act, 2013 is not exceeding Rs. 5,000 crores together with the existing loans and advances or security or guarantee, in connection of which consent of members had already been taken by way of special resolution in the Annual General Meeting for the year ended 2014.

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 performance at all levels.

On and behalf of the Board of Directors

For Globus Power Generation Limited

Sd/-

Pawan Kumar Agarwal

Director

DIN: 01056455

C-9/192, Block-C, Pocket-9

Date: 09.08.2016 Rohini Sector-7, New Delhi-110085

Place: New Delhi

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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