Globus Power Generation Ltd

During year 2003 to 2008, the construction industry grew at an annual rate of 12-15 percent. The growth slowed dramatically in the last quarter of 2008 as a result of the globalfinancial crisis but, however, in the past few months, there have been signs of revivaland hopes that future growth will soon equal the rates achieved in the past.

The biggest drivers of this growth in construction industry have been theinfrastructure and real estate sectors. Infrastructure alone accounts for more than half(close to 54 per cent) of the construction activity. Conversely, construction expenditureaccounts for most of the cost in infrastructure sectors like highways, ports, airports andurban development. It also forms a significant part of project costs in hydro power, waternetworks, railways and oil & gas transportation.

As a result, the growth in construction materials consumption is strongly linked to thegrowth in the infrastructure sectors. The demand and prices for materials like steel andcement are very significantly impacted by the growth (or lack thereof) in theinfrastructure sectors. Over the next few years, the infrastructure sector is expected tobe an even bigger contributor to construction industry revenues because of the troubles inthe real estate sector.

The Real Estate Sector plays a significant role in the economy of the country andcontributes almost 5% of the GDP. It has a great potential in reviving the overall economybecause the sector is responsible for the development of over 250 ancillary industriessuch as cement, steel, paints etc.

OUTLOOK

Globally and in India, the Government have initiated many measures and aimed to achievean early economic recovery. It is difficult to forecast with a great degree of accuracy onthe outcome of these measures at this junction. The forecasts on - when and to what extentthe recovery shall take place may vary. Some of the very broad indicators in recent pastsuggest optimism but it is too early to draw any definite conclusions

The Indian real estate sector plays a significant role in the country's economy. Thereal estate sector is second only to agriculture in terms of employment generation andcontributes heavily towards the Gross Domestic Product (GDP). In the next five years, thiscontribution to the GDP is expected to rise to 6 per cent.

RISKS AND CONCERNS

1. Lack of verifiable records - the serious gap in ownership records as well as landtitles being unclear, could pose several hurdles.

2. The real estate markets across the board have registered substantial gains over thelast few years and there may be selective instances of speculative risk.

3. Indian real estate market transparency is rated low as compared to internationalreal estate transparency levels. Although market transparency has improved, it is stillhard to get reliable and verifiable information.

4. The slowdown in demand can be mitigated by changing product mix to capture thefuture demand by way of sale before construction. The forays into different segments ofthe real estate sector and geographical spread can help reduce concentration risks.

5. Affordability can come only with smaller unit sizes. So, it is expected that theGovernment will relax the density norms as per requirements of the present day.

Opportunities

In recent years various steps have been initiated at the centre and state level whichhave led to greater transparency in the real estate sector.

1. A large proportion of the demand for residential developments, especially in urbancenters is likely to be for high-rise residential buildings which shall in turn lead to afaster growth rate than the traditional urban housing segments.

2. Commercial real estate demand is essentially driven by the performance of theeconomy, infrastructure developments, talent pool and State-level policies to encourageinvestment. The demand in this segment deteriorated due to the slowdown in global anddomestic economy, with most corporate looking to cut costs and improve efficiencies. Overthe medium term, the further opening up of the economy is expected to lead to a broaderoccupier base.

3. The increase in disposable incomes, demographic changes, the change in theperception of branded products, the growth in retail malls, the entry of internationalplayers and the availability of cheap finance are key growth drivers propelling organizedretail. The demand drivers for retail space in a city include demographics, such asresident consumer age profile, dominant consumer occupation and spending capacity, inaddition to macro policy decisions, such as allowing FDI in single brand retailing andcash- and-carry formats.

Threats

1. In India, land ownership is usually fragmented with multiple owners resulting in lowavailability of large contiguous land parcels with a single owner and reduced availabilityof land with clear titles.

2. The Indian real estate sector is highly fragmented with many small builders andcontractors accounting for a majority of the housing units constructed. As a result, thereis less transparency in dealings or sharing of data between players.

3. The legal and regulatory framework in India for land acquisition is complex.Inconsistent and overlapping state and union government laws lead to further complicationsand delays.

4. The real estate sector is dependent on a number of raw materials such as cement,steel, bricks, wood, sand, gravel, paints etc. As the revenues from sale of units arepredetermined, adverse changes in the price of any raw material directly affect theprofitability of the developers.

5. The Company is dependent on various sub-contractors and specialist agencies toconstruct and develop its projects. A lack of efficiency on their part has a substantialbearing on the Company as well.

REVIEW OF OPERATIONS

During the year under review the Company is not carrying on any business as such and isunder a process of revival. However the Board of Directors is making necessary businessplans & strategies for initiating operations of the Company in the field ofInfrastructure & Real Estate, in the forth coming financial year.

COMPLIANCE CERTIFICATE

To

The Members

Globus Constructors & Developers Limited

(Formerly known as Gupta Fibres Limited)

We have examined the registers, records, books and papers of Globus Constructors &Developers Limited (formerly known as Gupta Fibres Limited) as required to be maintainedunder the Companies Act, 1956 (the Act) and the rules made thereunder and also theprovisions contained in the Memorandum and Articles of Association of the Company for thefinancial year ended on 31st March, 2009. In our opinion and to the best of ourinformation and according to the examinations carried out by us and explanations furnishedto us by the company, its officers and agents, we certify that in respect of the aforesaidfinancial year:

1. The Company has kept and maintained all registers as stated in Annexure 'A' to thiscertificate, as per the provisions and the rules made thereunder and all entries thereinhave been duly recorded.

2. The Company has filed all necessary forms and returns as stated in Annexure 'B' tothis certificate with the Registrar of Companies Regional Director, Central Government.Company Law Board or other authorities.

3. The Company being Public Limited Company has the minimum prescribed paid up capitaland has 16282 number of members as on 31^st March 2009 and the Company duringthe year under scrutiny:

(i) has not invited public to subscribe for its shares or debentures; and

(ii) has not invited or accepted any deposits.

4. The Board of Directors duly met thirteen times on 5^th April 2008, 22^ndApril 2008, 28^th July 2008, 11^th August 2008, 18^th August2008, 1^st Sept 2008, 10^th October, 2008, 28^th October2008, 5^th December 2008, 15^th December 2008, 20^thDecember 2008, 28^th January 2009 and on 24^th February 2009 inrespect of which proper notices were given and the proceedings were properly recorded andsigned in the minutes book. Further no circular resolutions have been passed by the Board.

5. The Company closed its Register of Members and/or Debenture holders from 29.09.08 to30.09.08 and necessary compliance of Section 154 of the Act has been made.

6. The Annua! General Meeting for the financial year ended on 31^st March2008 was held on 30^th Sept 2008 after giving due notice to the members of theCompany and the resolutions passed thereat were duly recorded in Minutes Book maintainedfor the purpose.

7. Extraordinary meeting was held during the financial year 2008-09 on 16^thJanuary 2009 after giving due notice to the members of the Company and the resolutionspassed thereat were duly recorded in the Minutes Book maintained for the purpose. Themeeting held on 16^th January 2009 was for the purposes of approval forReduction of Share Capital. Form 23 in respect of consent given by shareholders videmeeting dated 16^th January 2009 was not filed during the year 2008-09. Furtheron 1^st September,2008 notice for postal ballot was sent to shareholders and theresult was declared on 10^th October, 2008.

8. The Company has not advanced any loan to its directors and/or persons or firms orcompanies referred in section 295 of the Act thus not required to comply with the saidprovisions.

9. The Company has not entered into any contract with parties specified in Section 297thus not required to comply with the provisions of the said section.

10. The Company has made necessary entries in the register maintained under Section 301of the Act.

11. The Company was not required to obtain any necessary approval from Board ofDirectors, Members and the Central Government pursuant to Section 314 of the Act.

12. No request for duplicate share certificates was received by the Company during thefinancial year 2008-09.

13. The Company :

(i) has delivered all certificates on lodgment thereof for transfer and transmission ofshares or any other purpose in accordance with the provisions of the Act. There was noallotment made during the said financial year.

(ii) has not declared any dividend thus need to comply with the provisions ofdepositing the dividend amount in a separate bank account did not arise.

(iii) was not required to comply with the provisions of issuing warrant as no dividendhas been declared during the year 2008-09

(iv) has not transferred any money to the unpaid or unclaimed dividend account as nodivided was not declared during the year.;

(v) has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and the appointment ofdirectors, additional directors have been duly made.

15. Provisions of Section 269 of Companies Act, 1956 are not applicable as theCompany's paid up Share Capital is less than the prescribed limit.

16. No sole selling agent has been appointed during the year.

17. The Company has obtained all necessary approvals of the Central Government, CompanyLaw Board, Regional Director, Registrar or such other authorities as may be prescribedunder the various provisions of the Act.

18. The directors have disclosed their interest in other firms/companies to the Boardof Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares/debentures/other securities during thefinancial year ending 31 March 2009.

20. The Company has not bought back any shares during the financial year ending 31March 2009.

21. The Company was not required to comply with the provisions relating to rights todividend, rights shares and bonus shares pending registration of transfer of shares.

22. The Company has not accepted any deposits under Section 58A during the financialyear ending 31 March 2009.

23. The Company has not borrowed any amount from directors, members, public, financialinstitutions, banks and others during the financial year ending 31^st March 2009and thus provisions of Section 293(1 )(d) are not required to be complied with.

24. The Company has not made any loans or investments, or given guarantees or providedsecurities to other body corporate and thus not required to comply with the relevantprovisions of the Act.

25. The Company has not altered the provisions of the Memorandum of Association withrespect to situation of the Company's registered office from one State to another duringthe financial year under scrutiny.

26. The Company has altered the provisions of the Memorandum of Association withrespect to the object clause of the Company during the financial year under scrutiny tochange its stream of business and has complied with necessary provisions of the Act.

27. The Company has altered the provisions of the Memorandum of Association withrespect to name of the Company during the year under scrutiny. The name has been changedto Globus Constructors & Developers Limited and relevant provisions of the Act havebeen complied with.

28. The Company has not altered the provisions of the Memorandum of Association withrespect to share capital of the Company during the year under scrutiny.

29. The Company has altered its Articles of Association after obtaining approval ofmembers by way of postal ballot and the amendments to the articles of association havebeen duly registered with the Registrar of Companies.

30. The Company has received two show cause notices during the financial year 2008-09from the office of the Registrar of Companies:

A prosecution has been initiated against the Company for non filing of Annual Returnwith the Registrar for the year 2008 under Section 159 of the Companies Act, 1956, duringthe financial year 2008-09.

31. The Company had no employees during the said financial year.

32. There were no employees in the Company during the financial year 2008-09 thus theCompany was not required to comply with the provisions of Section 417(1) of the Act.

33. There were no employees in the Company during the financial year 2008-09 thus theprovisions relating to provident fund as stated in Section 418 are not required to becomplied with.

ANNEXURE A

Registers as maintained by the Company: -

1. Register of Members under section 150 of the Act;

2. Copies of Annual Returns and Registers under section 163 of the Act;

3. Minutes Book of the Board Meetings;

4. Minutes Books of the General Meetings;

5. Books of Accounts under Section 209 of the Act;

6. Register of Directors, Managing Director, Manager and Secretary under Section 303 ofthe Act;

7. Register of Directors Shareholding under Section 307 of the Act;

8. Register of contracts, companies & firms in which directors are interested u/s301 of the Act;

ANNEXURE B

Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities during the financial year ending on 31stMarch, 2009