BOARDS REPORT
Dear Members,
Your Directors are pleased to present the 23rd (Twenty
Third) Annual Report on the business and operation of the Company together with Audited
Statement of Accounts for the financial year ended March 31, 2025.
FINANCIAL PERFORMANCE
The Audited Financial Statements of your Company as on March 31, 2025,
are prepared in accordance with the relevant applicable Indian Accounting Standards
("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and the provisions of the Companies Act, 2013("Act"):
The summarized financial highlights are depicted below:
(All Amounts are in Million unless otherwise stated)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
3259.92 |
2949.05 |
3785.76 |
3321.62 |
| Other Income |
28.43 |
21.59 |
29.92 |
26.52 |
| Total revenue |
3288.35 |
2970.64 |
3815.68 |
3348.14 |
| Profit before tax |
332.37 |
206.69 |
332.44 |
209.89 |
| Total Tax Expense |
91.86 |
52.90 |
91.93 |
56.10 |
| Net profit after tax for the year |
240.51 |
153.79 |
240.51 |
153.79 |
| Other Comprehensive Income |
0.91 |
(1.50) |
0.91 |
(1.50) |
| Total Other Comprehensive Income |
241.42 |
152.29 |
241.42 |
152.29 |
| Earning per equity shares (Basic &
Diluted) |
5.52 |
3.58 |
5.52 |
3.58 |
FINANCIAL PERFORMANCE OVERVIEW (STANDALONE BASIS)
The brief highlights of the Company's performance (standalone)
during the financial year 2024-25:
Total revenue from operations increased to 53288.35 Millions as
against 52970.64 Millions in the previous year-an increase of 10.69%.
Profit before Tax (pbt) for the current year are 5332.37
Millions and 5 206.69 Millions in the previous year - an increase of 60.81%.
Profit after Tax (pat) for the current year are 5240.51Millions
and 5 153.79 Millions in the previous year - an increase of 56.39%
Earnings per share is 55.52 for the year under review.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during
the financial year ended March 31, 2025.
AMOUNTS TRANSFERRED TO RESERVES/RETAINED EARNINGS
The Retained Earnings of the Company for FY 2024-25 is decreased to
5633.35 Million as compared to 5718.93 Million in FY 2023-24, as Company issued Bonus
Shares by capitalizing the Retained Earnings of the Company in the year under purview.
DIVIDEND
The Board of Directors has not recommended any dividend for the
financial year ended 31 March 2025 in order to conserve resources for funding ongoing
projects and strengthening the Company's financial position.
DIVIDEND DISTRIBUTION POLICY
In compliance with the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board
of Directors of the Company have adopted the Dividend Distribution Policy of the Company
("the Policy"). The Policy inter alia, lays down various parameters for the
declaration/ recommendation of dividend.
The policy is available on the Company's website at the following
link:
https://www.globecivilprojects.com/ files/ugd/e97088
e16851d83e8b4cdea4d6f2ccfb00a5ef.pdf UNCLAIMED DIVIDENDS
During the period under review, there was no amount of unpaid /
unclaimed dividends liable to be transferred to the Investor Education and Protection Fund
(lEPF) under Sections 124 and 125 of the Companies Act, 2013.
SHARE CAPITAL
During the year under review, the authorised share capital of the
Company was increased from 55,00,00,000 (50,00,000 equity shares of 510 each) to
565,00,00,000 (6,50,00,000 equity shares of 510 each). During the year Company has issued
a) Preferential Allotment
b) Bonus shares
Preferential Allotment
The Company allotted 52,100 equity shares of 510 each at an issue price
of 5960 per share (including a premium of 5950 per share) on a preferential basis,
aggregating to 55,00,16,000. This was done in compliance with the provisions of Sections
42 and 62(1)(c) of the Companies Act, 2013 and the Companies (Prospectus and Allotment of
Securities) Rules, 2014.
Bonus Issue
The Company issued bonus shares in the ratio of 16:1 to the existing
equity shareholders by capitalizing reserves, resulting in the allotment of 4,04,31,472
equity shares of 510 each, aggregating to 540,43,14,720. Post this allotment, the issued,
subscribed, and paid-up share capital increased from 25,26,967 shares to 4,29,58,439
shares.
During the year, the company has not done any buy back of equity
shares.
EMPLOYEE STOCK OPTION SCHEME (ESOS)
The Company does not have any stock options scheme as on date.
LISTING OF SHARES
The Board approved the Initial Public Offering of Equity Shares of the
Company vide resolution dated August 20, 2024 and same was approved by shareholders vide
resolution dated August 21, 2024.
The Company successfully completed its Initial Public Offer (ipo) by
issuing 1,67,60,560 equity shares at a price of 571 per share (including share premium of
5 61 per share), aggregating to 5118,99,99,760. The equity shares were listed on the
National Stock Exchange of India Limited and BSE Limited with effect from July 01, 2025.
CREDIT RATING
As of the 26.06.2025 i.e. date of the Prospectus, the company has
following credit ratings on debt and credit facilities from Infomerics Valuation and
Rating Private Limited:
| Instrument or Rating Type |
5 in million |
Date |
Ratings |
| Long Term Bank Facilities |
260.00 |
November 14, 2024 |
IVE BBB/Stable |
| Short Term Bank Facilities |
840.00 |
November 14, 2024 |
IVR A3+ |
| Total |
1,100.00 |
|
|
In terms of the SEBI ICDR Regulations, the Company is required to
appoint a credit rating agency registered with SEBI as the monitoring agency, which shall
monitor the use of the Gross Proceeds of the Issue in accordance with the terms of the
Objects of the Issue in the Offer Document. Accordingly, the Company hereby appoints and
CARE hereby agrees to act as the monitoring agency ("Monitoring Agency") for
monitoring the use of the Gross Proceeds in accordance with the terms and conditions of
this Agreement and subject to the SEBI ICDR Regulations and other Applicable Laws.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
Following are the material changes and commitments affecting the
financial position of the Company occurred between the end of the financial year to which
this financial statement relates and the date of this report.
Initial Public Offer (IPO)
The Board approved the Initial Public Offering of Equity Shares of the
Company vide resolution dated August 20, 2024 and same was approved by shareholders vide
resolution dated August 21, 2024.
The Company successfully completed its Initial Public Offer (ipo) by
issuing 1,67,60,560 equity shares at a price of 571 per share (including share premium of
561 per share), aggregating to 5118,99,99,760. The equity shares were listed on the
National Stock Exchange of India Limited and BSE Limited with effect from July 01, 2025.
The proceeds from the IPO are proposed to be utilised for the following
objects:
1. Funding working capital requirements of our Company;
2. Funding capital expenditure requirements towards purchase of
equipment/machineries; and
3. General corporate purposes, as disclosed in the Prospectus dated
June 26, 2025.
Other than the above, there have been no other material changes or
commitments affecting the financial position of the Company between the end of the
financial year and the date of this Report
DISCLOSURES RELATING TO SUBSIDIARY COMPANIES / JOINT VENTURES /
ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31 March 2025, the Company does not have any holding or
subsidiary company. However, it has one (1) Associate Company, (1) Group Company and six
(6) Joint Ventures, as listed below:
A. Associate Company
Southern Globe Hotels and Resorts Limited
B. Joint Ventures
1. Arvind Techno- Globe JV
Our Company entered into an Agreement dated May 25, 2013
("JV") with Arvind Techno Engineers Private Limited ("ATEPL") for
execution of the following project- Part design and construction of elevated viaduct
and two elevated stations viz Johri Enclave and Shiv Vihar stations including
architectural finishing, water supply, sanitary installation and drainage works of
stations from chainage 55,121.184 m to 57,357. 623 m of line 7 Mukundpur- Yamuna Vihar
corridor Contract "CC - 41" of Phase-III Delhi MRTS', awarded by Delhi
Metro Rail Corporation Limited. The share of ATEPL and our Company is 60% and 40%,
respectively.
2. GCPPL SCIPL Consortium
Our Company entered into a Consortium Agreement dated March 25, 2023
("Consortium") with Swadeshi Civil Infrastructure Private Limited
("SCIPL") for execution of the following project: Construction of Academic
Block, Hostel, Residential Tower, Director's Residence and External Development works
at National Institute of Technology, Delhi Campus on Design, Engineering, Procurement and
Construction (EPC-Il) Basis', awarded by Telecommunications Consultants India
Limited. GCIPL is subject to certain obligations including obtaining necessary permissions
from statutory/ regulatory authorities required for executing the project, ensuring
payment of workmen's compensation, compliance with applicable labour laws (including
laws relating to explosives and safety) etc. The share of SCIPL and our Company in the
Consortium is 51% and 49% respectively.
3. M/s. SCL - GCPL JV
Our Company entered into a Joint Bidding Agreement dated June 30, 2022
("JV") with Sri SCL Infratech Limited ("SSIL") for the purpose of
bidding and execution of the following project: Undertaking major upgradation of
Railway Station at Nellore in Vijayawada division of South central Railway on Engineering,
Procurement and Construction (epc) Mode', issued by the Ministry of Railways, Chief
Engineer, Construction-III, South Central Railway, Secunderabad. The share of SSIL and our
Company in the JV is 60% and 40%, respectively. The JV Parties are jointly and severally
responsible for all obligations and liabilities relating to the project till the
completion of the same.
4. KSIB GCPPL Joint Venture LLP ("KSIB CGPPL
JV")
Our Company entered into a memorandum of understanding dated September
1, 2022 and LLP agreement dated January 12, 2023, respectively ("JV") with M/s.
Keystone Infra Build- Partnership firm ("KSIB") for the purpose of bidding and
execution of the following project: Major upgradation of Ajni Railway Station in
Nagpur Division of Central Railway on Engineering, Procurement and Construction (epc)
Mode', issued by Rail Land Development Authority, New Delhi. The share of KSIB and
our Company in the JV is 74% and 26%, respectively.
5. Globe Civil- Premier Infra JV
Our Company entered into a Joint Venture Agreement dated September 13,
2019 ("JV") with Premier Infra Services Private Limited ("PISPL") for
the purpose of bidding and execution of the following project: Construction of 3
nos. Railway bridge on Stilt at Ch 144.804 to 145. 524 (Bridge Length 720m), Ch:150.200 to
150.530 (Bridge Length 330m) and Ch 153.285 to 153.909 (Bridge Length 624m) in the Coastal
Regulation Zone (crz)-I area of Dahanu Detour in connection with construction of Western
Dedicated Freight Corridor Phase-II Vaitarna - Sachin section", issued by Ircon
International Limited. The share of our Company and PISPL in the JV is 61% and 39%,
respectively. The JV Parties shall share the rights and obligations, risk, cost and
expenses, etc. arising out of or in relation to execution of the project in proportion to
their share of participation.
6. KSMB Globe Projects JV
Our Company entered into a Joint Venture Agreement ("JV")
dated January 24, 2024 with K.S.M. Bashir Mohammad & Sons ("KSMB") for the
purpose of bidding and execution of the following project: Development of New Civil
Enclave at Agra Airport- Construction of New Integrated Terminal Building and Allied works
on Engineering, Procurement and Construction ("EPC") Mode, issued by the
Airports Authority of India, New Delhi. The share of KSMB and our Company in the JV is
98.50% and 1.50%, respectively.
C. Group Company
Earthcon Systems India Private Limited
The performance highlights of the associate company and joint ventures
and their contribution to the overall performance of the Company during the financial year
2024-25 are provided in Annexure-I to this Report, in the prescribed format Form AOC-1
pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies
(Accounts) Rules, 2014.
The consolidated financial statements of the Company, prepared in
accordance with Ind AS, form part of this Annual Report and are also available on the
Company's website at www.globecivilprojects.com
In accordance with Section 129(3) of the Companies Act, 2013,
Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and applicable Accounting Standards, the Company has prepared consolidated financial
statements of the Company and its subsidiaries, which form part of the Annual Report. For
details, please refer to the Consolidated Financial Statements.
A statement containing the salient features of the financial
statement/highlights of performance of our Associate Company, Group Company and Joint
Ventures in the prescribed Form AOC-1 is attached as Annexure-I to this Report.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including the consolidated financial statements and related
information of the Company and accounts of its Associate Company, Group Company and Joint
Ventures, are available at the company website. These documents will also be available for
inspection during business hours at our registered office.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of March 31, 2025, your Company's Board had seven members
comprising of Three Executive Promoter Directors - Mr. Ved Prakash Khurana Mr. Vipul
Khurana Mr. Nipun Khurana and four Independent Directors - Mr. Dayal Sarup Sachdev, Mr.
Radhakrishnan Nagrajan, Mr. Rajender Pal Chandel, Ms. Nalini Shastri Vanjani Independent
Woman Director.
The Executive Promoter Directors viz, Mr. Ved Prakash Khurana (DIN:
00513510) re-appointed as Whole Time Director of the Company for the period of 3 (Three)
years with effect from June 22, 2024, Mr. Vipul Khurana (DIN: 00513522) re-appointed as
Managing Director of the Company for the period of 3 (Three) years with effect from June
22, 2024 and Mr. Nipun Khurana (DIN: 00513517) re-appointed as Managing Director of the
Company for the period of 3 (Three) years with effect from June 22, 2024
The four Independent Directors viz, Mr. Dayal Sarup Sachdev
(DIN:05111450), Mr. Radhakrishnan Nagrajan (DIN: 00701892), Mr. Rajender Pal Chandel (DIN:
09523927) , Ms. Nalini Shastri Vanjani (DIN:00996242) Independent Woman Director are
hereby appointed as an independent Director's of the Company not liable to retire by
rotation, for a term of five (05) years, with effect from 16/07/2024 to hold office up to
15/07/2029."
The details of Board and Committee composition and other details are
available in the Corporate Governance Report, which forms part of this Annual Report.
In terms of the requirement of the Listing Regulations, the Board has
identified core skills, expertise, and competencies of the Directors in the context of
your Company's business for effective functioning. The key skills, expertise and core
competencies of the Board of Directors are detailed in the Corporate Governance Report,
which forms part of this Annual Report.
Re-appointment of Directors retiring by rotation
In accordance with the provisions of Companies Act, 2013 (hereinafter
referred as "the Act") and Articles of Association of the Company, Mr. Vipul
Khurana (DIN: 0513522), Managing Director of the Company will retire by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment. Details related to his
reappointment as required to be disclosed under Companies Act/listing Regulations is given
in the notice of 23rd AGM.
Pecuniary relationship or transactions with the
Company
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/ Committee(s) of the Company.
Declaration by Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with criteria of independence as
prescribed under sub-section (6) of Section 149 of the Act and under Regulation 16(1) (b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred as "the Listing Regulations").
In the opinion of Board of Directors of the Company, Independent
Directors on the Board of Company hold highest standards of integrity and are highly
qualified, recognized and respected individuals in their respective fields. It's an
optimum mix of expertise (including financial expertise), leadership and professionalism.
Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013
read with Rules made thereunder following are designated as Key Managerial Personnel (kmp)
of the Company:
Mr. Ved Prakash Khurana, Chairman & Whole-Time Director;
Mr. Vipul Khurana, Managing Director;
Mr. Nipun Khurana, Managing Director;
Mr. Raghav Aggarwal, Chief Financial Officer (CFO); and
Mr. Vineet Rattan, Company Secretary & Compliance Officer.
NUMBER OF BOARD MEETINGS
The Board met 16 (Sixteen) times during the year under review. The
intervening gap between the meetings did not exceed 120 days, as prescribed under The
Companies Act, 2013 and SEBI Listing Regulations. The details of Board meetings and the
attendance of the Directors are provided in the Corporate Governance Report, which forms
part of this Annual Report.
Independent Directors' Meeting
Pursuant to the requirements of Schedule IV of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate
Meeting of the Independent Directors of the Company was also held on March 25, 2025,
without the presence of Non-Independent Directors and members of the management, to review
the performance of Non-Independent Directors and the Board as a whole, the performance of
the Chairperson of the Company, taking into account the views of Executive Directors, and
also to assess the quality, quantity and timeliness of flow of information between the
Company management and the Board.
ANNUAL GENERAL MEETING
During the financial year 2024-25, 22nd Annual General
Meeting of the Company was held on September 30, 2024 at 04:00 P.M. at registered office
of the Company situated at D-40, Okhla Industrial Area Phase-I, New Delhi, Delhi, India,
110020.
COMMITTEES OF THE BOARD
As required under the Companies Act, 2013 and the SEBI Listing
Regulations, your Company has constituted various Statutory Committees as on March 31,
2025 the Board has comprised the following committees/sub-committees.
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders Relationship Committee;
(d) Corporate Social Responsibility Committee;
During the year, all recommendations made by the committees were
approved by the Board. A detailed note on the composition of the Board and its committees,
including its terms of reference is provided in the Corporate Governance Report forming
part of this Annual Report.
The composition and terms of reference of all the Committee(s) of the
Board of Directors of the Company is in line with the provisions of the Act and Listing
Regulations & there were no changes in the composition of the committees
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration and appointment of Directors, Key Managerial Personnel and
Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and NonExecutive
Directors (by way of sitting fees), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation. The above policy has been posted
on the website of the Company at the following link https://www.globecivilprojects. com/
files/ugd/e97088 a262f4b46dd24f0aad0933044ae57b8f.pdf
BOARD DIVERSITY
Your Company recognizes and embraces the importance of a diverse board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors. The said Policy is available on your
Company's website.
DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING LISTED ENTITY
Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no
agreement impacting the management or control of the Company or imposing any restrictions
or create any liability upon the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of clause (c) of Sub-section (3) of Section
134 of the Companies Act, 2013, your Directors hereby confirm that they:
(i) Have followed in the preparation of Annual Accounts for the
financial year 2024-25, the applicable Accounting Standards and no material departures
have been made for the same;
(ii) 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 affairs of the Company as at March 31, 2025 and
of the profit of the Company for the year ended on that date;
(iii) Had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) Had prepared the annual accounts on a going concern basis;
(v) Have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
(vi) Have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system are adequate and operating
effectively.
BOARD EVALUATION
In accordance with the Companies Act, 2013 and Regulation 25(3) of SEBI
(LODR) Regulations, 2015, Independent Directors, in a separate meeting without the
presence of Non-Independent Directors and Management, evaluated the performance of the
Board, Chairman, and Non-Independent Directors. They also assessed the quality, quantity,
and timeliness of information flow between Management and the Board.
The Board, excluding the concerned Director, evaluated the performance
of each Independent Director and conducted its annual evaluation, including that of
individual Directors. The evaluation, based on criteria approved by the Nomination and
Remuneration Committee, covered Board composition, processes, decision-making, attendance,
and discharge of responsibilities.
Performance of individual Directors, including the Chairman, was
assessed on parameters such as industry knowledge, strategic vision, commitment, and time
contribution. Independent Directors were additionally evaluated on their integrity,
expertise, and effectiveness in Board deliberations.
STATUTORY AUDITORS
As per provisions of Section 139(1) of the Act, the Company has
appointed M/s Jagdish Chand & Co., Chartered Accountants (ICAI Firm Registration No.
000129N) as Statutory Auditors of the Company for a period of 5 (Five) years (April 01,
2024 to March 31, 2029 i.e. till the conclusion of the 27th AGM to be held in
the calendar year 2029, in the AGM of the Company held on September 30, 2024.
STATUTORY AUDITORS' REPORT
Statutory Auditors have expressed their unmodified opinion on the
Standalone and Consolidated Financial Statements and their reports do not contain any
qualifications, reservations, adverse remarks. The Notes to the financial statements
referred in the Auditor's Report are self-explanatory. The Auditor's Report is
enclosed with the financial statements forming part of this Annual Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Regulation 24A & other applicable
provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the
recommendation of the Audit Committee, the Board of Directors at their meetings held on
May 21, 2025 have approved appointment of M/s Vasisht & Associates, Practising Company
Secretaries subject to the approval of the shareholders as Secretarial Auditors of the
Company for a term of 5(Five) consecutive years, to hold office from April 1, 2025 upto
March 31, 2030.
A detailed proposal for appointment of Secretarial auditor forms part
of the Notice convening this AGM. SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY
There is no material unlisted Indian subsidiary of the Company as on
March 31, 2025 and as such the requirement under Regulation 24A of the SEBI Listing
Regulations regarding the Secretarial Audit of material unlisted Indian subsidiary is not
applicable to the Company for FY 2024-25.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for FY 2024-25 given by the Secretarial
Auditors in Form No. MR-3 is annexed with this Report as Annexure-II. There are no
qualifications, reservations or adverse remarks made by Secretarial Auditors in their
Report.
SECRETARIAL COMPLIANCE REPORT
The Company was listed on July 01, 2025 therefore, the applicability of
SEBI circular no CIR/CFD/CMD1/27/2019 dated February 08, 2019 was not applicable on year
ending March 31, 2025
COST AUDITORS
As per Section 148 of the Companies Act, 2013, the Company is required
to have the audit of its cost records conducted by a Cost Accountant in practice.
Pursuant to the provisions of Section 141 read with Section 148 of the
Companies Act, 2013 and Rules made thereunder,
M/s. Jain Sharma & Associates, Cost Accountants (Firm Registration
No. 000270) has been appointed as the Cost Auditors of the Company for the year ending
March 31, 2025. A resolution seeking approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the
ensuing Annual General Meeting.
Moreover Cost audit report for financial year 2024-25 will be filed
with the Ministry of Corporate Affairs within stipulated time period.
INTERNAL AUDIT
The Board of Directors of the Company has appointed M/s Rajnish &
Associates as Internal Auditor of the Company, to audit the function and activities of the
Company and to review various operations of the Company; the Company continued to
implement their suggestions and recommendations to improve the control environment.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Secretarial Auditors and Cost Auditors of the
Company have not reported any frauds to the Audit Committee or to the Board of Directors
under Section 143 (12) of the Companies Act, 2013, including rules made there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Details of the CSR Committee are provided in the Corporate Governance
Report, which forms part of this Annual Report. The CSR policy is available on the
Company's website at the following link https://www.globecivilprojects. com/
files/ugd/e97088 855334b06e5642a9842242c3b514d85b.pdf. The Annual Report on CSR activities
is annexed and forms part of this report as Annexure - III. During the financial year,
your Company has met its CSR obligations in terms of Section 135 of the Act.
CORPORATE GOVERNANCE REPORT
Your Company is committed to maintain highest standards of corporate
governance practices. The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Annual Report along with the required certificate from a
Practicing Company Secretary, regarding compliance of the conditions of corporate
governance.
Your Company has formulated and implemented a Code of Conduct for all
Board members and senior management personnel of the Company ("Code of
Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available
on the website of your Company and the link for the following is
https://www.globecivilprojects.com/ files/ugd/e97088 91d08ae4b3e34aa0839cfeabd06fd795.pdf
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year as stipulated under
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended is separately given and forms part of this Annual Report and provides a more
detailed analysis on the performance of individual businesses and their outlook.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with related parties are placed before the Audit
Committee and Board for its approval. An omnibus approval from Audit Committee is obtained
for the related party transactions which are repetitive in nature. All transactions with
related parties entered into during the year under review were at arm's length basis
and in the ordinary course of business and in accordance with the provisions of the Act
and the rules made thereunder, the SEBI Listing Regulations and Company's Policy on
Related Party Transactions.
During the year, your company has not entered into any transactions
with related parties which could be considered material in terms of Section 188 of the
Act.
Further, the prescribed details of related party transactions of the
Company in Form No. AOC-2, in terms of section 134 of the Act read with Rule 8 of the
Company (Accounts) Rules, 2014 is given as Annexure-IV to this report.
The Policy on materiality of related party transactions and dealing
with related party transactions may be accessed on the Company's website at link
https://www.globecivilprojects.com/ files/ugd/ f86500 5d2786e04a4641c0881804bae7c37a4f.pdf
Your Directors draw attention of the members to note 46 in the notes to
accounts in the Standalone Financial Statements and to note 46 in the notes to accounts in
the Consolidated Financial Statements which sets out related party disclosures.
DISCLOSURE ON AUDIT COMMITTEE
The Audit Committee as on March 31, 2025 comprises of the following
Directors: Mr. Radhakrishnan Nagrajan (Chairman), Mr. Rajender Pal Chandel and Mr. Vipul
Khurana as Members. For more details kindly refer to the section Committees of the
Board-Audit Committee', in the Corporate Governance Report, which forms part of this
Annual Report.
All recommendations of Audit Committee were accepted by the Board of
Directors.
RISK MANAGEMENT
The Company has also formulated the Risk Management Policy, to identify
risks and minimize their adverse impact on business and strives to create transparency
which in turn enhances the Company's competitive advantage.
According to the aforesaid business risk policy, the Company has
identified the business risks associated with its operations and an action plan for its
mitigation of the same is put in place. The business risks and its mitigation have been
dealt with in the Management Discussion and Analysis Section of this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedures
commensurate with its size and nature of operations. The internal control systems are
designed to provide a reasonable assurance over reliability in financial reporting, ensure
appropriate authorization of transactions, safeguarding the assets of the Company and
prevent misuse/ losses and legal compliances.
The internal control system includes a well-defined delegation of
authority and a comprehensive Management Information System coupled with quarterly reviews
of operational and financial performance, a well-structured budgeting process with regular
monitoring of expenses and Internal audit. The Internal Audit reports are periodically
reviewed by the management and the Audit Committee and necessary improvements are
undertaken, if required.
During the year, such controls were tested and no reportable material
weakness in the design or operation was observed. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimization of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The Whistle Blower Policy is available on Company's website at
https://www.globecivilprojects.com/ files/ugd/f86500 5571a6f6a3e144419c7226aa2de13338.pdf.
During the year, no case of genuine concerns received under this
policy.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and that such systems are adequate and operating effectively.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
The Company has laid down sexual harassment policy pursuant to
provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide
protection against sexual harassment of women at workplace and for the prevention and
redressal of complaints of sexual harassment and for matters connected therewith. The
Company has zero tolerance on sexual harassment at workplace. During the financial year
2024-25, no complaint was received under this policy.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/ EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached
as Annexure-V to this Report.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any public
deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of
principal or interest on public deposits was outstanding as of March 31, 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013.
Particulars of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 as at the end of the financial year 2024- 25 are provided in the
notes to standalone financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information pursuant to conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required to be disclosed under the Companies
Act, 2013 is annexed as Annexure-VI and forms a part of this report.
ANNUAL RETURN
The copy of the Annual Return of the Company containing the particulars
prescribed under section 92 of the Companies Act, 2013, as they stood on the close of the
financial year i.e. March 31, 2024 is uploaded on the website of the Company and link for
the same is https://www.globecivilprojects.com/ files/ugd/f86500
d5ddbdf3bd774d81a01841c861aa528b.pdf
CYBER SECURITY
In view of increased cyber-attack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology controls are being
enhanced in-line with the threat scenarios.
Your Company's technology environment is enabled with real time
security monitoring with requisite controls at various layers starting from end user
machines to network, servers, application and the data.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct ("Code") to
regulate, monitor and report trading in Company's shares by Company's designated
persons and their immediate relatives as per the requirements under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code,
inter alia, lays down the procedures to be followed by designated persons while trading/
dealing in Company's shares and sharing Unpublished Price Sensitive Information
("UPSI"). The Code covers Company's obligation to maintain a digital
database, mechanism for prevention of insider trading and handling of UPSI, and the
process to familiarize with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished price sensitive information
which has been made available on your Company's website at the following link
https://www.globecivilprojects.com/ files/ugd/e97088 04accceb99eb43b2bcd0b69c8ld712b2.pdf
to Regulate and for Prevention of Insider Trading.
OTHER INFORMATION
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review or said items are not applicable to the Company:
1. The Managing Director and the Whole Time Directors has not received
any remuneration or commission from any of its subsidiaries.
2. During the year under review, the company has not done any buy back
of equity shares.
3. The Disclosure pertaining to explanation for any deviation or
variation in connection with certain terms of a public issue, right issue, preferential
issue etc. is not applicable to the Company.
4. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable; and
5. The requirement to disclose the details of difference between amount
of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
6. Your Company does not fall under the category of large corporate, as
defined under SEBI vide its circular SEBI/ho/ DDHS/cir/p/2018/144 dated November 26, 2018,
as such no disclosure is required in this regard.
7. During the year under review, there is no revision of financial
statements and Directors' Report of your Company.
8. No political contribution made during the year under review.
ACKNOWLEDGEMENT
The Board places on record its appreciation for the support and
continued co-operation extended by all the customers, vendors, dealers, bankers,
regulators and business associates. The Board places on record its appreciation to all the
employees for their dedicated and committed services. Your Directors deeply acknowledge
the continued trust and confidence that the shareholders place in the management and is
confident that with their continued support, the Company will achieve its objectives and
emerge stronger in the coming years.
|
|
For Globe Civil Projects Limited (formerly
known as Globe Civil |
|
|
Projects Private Limited) |
| Place : New Delhi |
Sd/- |
Sd/- |
| Date : September 04, 2025 |
Ved Prakash Khurana |
Vipul Khurana |
|
Chairman & Whole Time Director |
Managing Director |
|