| The Members,
The Directors are pleased to present the 19th Annual Report on the
business and operation of the Company, along with Audited Accounts, for
the financial year ended 31st March, 2014
Financial Highlights
Stand alone figures
(Rs. In Lacs)
Details Year Ended 31.03.2014 Year Ended 31.03.2013
Total Revenue 0.00 0.90
Expenditure 25.68 19.99
Depreciation 1.19 1.64
Profit/(Loss) before Tax (26.87) (21.63)
Provision for Tax 0.00 2.45
Net Profit/(Loss) (26.87) (18.28)
Consolidated figures
Rs In Lacs)
Details Year Ended 31.03.2014 Year Ended 31.03.2013
Total Revenue 52.04 38.83
Expenditure 73.67 53.82
Depreciation 1.22 1.67
Profit/(Loss) before Tax (22.85) (16.67)
Provision for Tax 1.24 1.19
Net Profit/(Loss) (24.09) (15.48)
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review, your company has not generated the
revenue. Your Directors are hopeful that in the coming financial year,
your Company will be able to do profitable business and will resort for
better results. However, consolidated revenue of your Company is Rs.
52.04 Lacs, a growth of 34% from the previous year.
SHARE CAPITAL
The issued, subscribed and paid up capital of the Company is Rs
68,482,000 (Rupees Six Crore Eighty Four Lacs Eighty Two Thousands)
divided into 50,732,000 (Five Crore Seven Lacs Thirty Two Thousands)
equity shares of Rs 10 each and 17,750,000 (Seventeen lacs Seventy Five
Thousands only) Non Convertible Non Cumulative Redeemable Preference
shares of Rs. 10/ each.
There has been no change in the share capital of the Company during the
year.
DIVIDEND
In the view of losses for current year and also accumulated losses your
directors do not recommended any dividend for the financial year ended
March 31, 2014. Your Directors are hopeful that they will present a
much strong financial statements in coming years.
DEPOSITORY SYSTERM
Your Company's equity shares are available for dematerialisation
through National Securities Depository Limited and Central Depository
Services (India) Limited. As on March 31, 2014, 53.79% of the equity
shares of your Company were held in demat form.
DIRECTORATE
In accordance with the requirements of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Abhimanyu Deswal, Director of
the Company, retires by rotation and shown his willingness for
Re-appointment.
During the year under review, Mr. Ashok Aggarwal has been resigned from
the Board on 08th July 2013.
In accordance with the section 149, 152 and 161 of Companies Act, 2013,
Mrs. Shalini Malik who was appointed as the additional Director of the
Company by the Board of Directors and their office shall be determined
at this Annual General meeting and the Company has received the
requisite Notice in writing from herself proposing her appointment as
the Non Executive Independent Director of the Company in the ensuing
Annual General Meeting.
The Independent Directors were appointed as the directors liable to
retire by rotation under the provisions of the erstwhile Companies Act,
1956. Section 149(11) of the Companies Act, 2013 states that no
Independent Director shall be eligible for more than two consecutive
terms of five years. Section 149(13) states that the provisions of
retirement by rotation as defined in 152(6) and (7) of the Act shall
not apply to such Independent Directors. Therefore it is proposed to
re-appoint Independent Directors not to retire by rotation and also to
fix their tenure. Resolutions in respect of this have been placed in
the notice to the Annual General Meeting.
Brief resume of Director proposed to be appointed or re-appointed,
nature of their experience in their specific functional areas, name of
the Companies in which they hold directorship and membership /
chairmanship of the Board Committees, Shareholding as stipulated under
Clause 49 of the Listing agreement with the stock exchanges forms part
of the Notice.
APPOINTMENT OF CHIEF FINANCIAL OFFICER AND INTERNAL AUDITOR
In pursuance of section 203 of Companies Act, 2013 the Board of
Directors in their meeting held on 14th day of August 2014 has been
appointed Mr. Rajiv Garg as Chief Financial Officer of the Company for
a period of three years from the date of 14th day of August 2014.
In pursuance of section 138 of Companies Act, 2013 and the rules made
thereunder, the Board of Directors in their meeting held on 14th day of
August 2014 has been appointed, Mr. N. K. Associates, Chartered
Accountant, having membership No. 088341 as an Internal Auditor of the
Company for the financial year 2014-15.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956 regarding
the Directors' Responsibility Statement, it is hereby stated:
i. In the preparation of annual accounts for the financial year ended
March 31, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures.
ii. The Directors have 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 at the end of the financial year ended on March 31st
2014 and of the profit or loss of the Company for that period.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern
basis.
REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance and a certificate from M/s S.
Agarwal & Co, Chartered Accountants, affirming compliance with the
various conditions of Corporate Governance as stipulated under Clause
49 of the Listing Agreement has been included as an attachment to this
Report.
CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement, the declaration signed
by the Chairman and Managing Director affirming compliance of the Code
of Conduct by the Directors and senior management personnel of the
Company for the financial year 2013-14 is annexed and forms part of the
Directors' and Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, forming part of this report, as
required under Clause 49(IV) (F) of the Listing Agreement with the
stock exchanges is attached separately to this Annual Report.
PARTICULARS OF EMPLOYEES
During the period under review, the company does not have any employee
who is covered under Section 217(2A) of the Companies Act 1956.
PUBLIC DEPOSIT
During the year under review, your company has not invited any deposits
from the Public U/s 58 A of the Companies Act, 1956.
SHARE APPLICATION MONEY PENDING ALLOTMENT
The Board of Directors is taking effective steps for refunding the
Share Application money pending allotment Rs. 26,413,500 as on 31st
March 2014.
AUDITORS
The Auditors, M/s. S. Agarwal & Co, Chartered Accountants having
registration No. 000808N hold office until the conclusion of the 24th
Annual General Meeting and offer themselves for re-appointment. The
said Auditors have furnished the Certificate of their eligibility for
re-appointment
The Board recommends the appointment of M/s S. Agarwal & Co., Chartered
Accountants the Statutory Auditors of the Company till the Financial
Year 2018-19 subject to ratification of their appointment at every AGM.
AUDITORS' REPORT
The Auditors' report on the financial statement for the financial year
2013-14 is self explanatory. However auditors have expressed certain
opinions which are contrary and have been taken up by the management on
serious note. Your Directors are expects that matter will be
reconciled.
SUBSIDIARY COMPANY
The Board of Directors at their meeting held on 26th August 2014 has
taken the decision to dispose off the subsidiary of the Company,
Xenophill Pharmaceuticals Limited, in an appropriate manner.
Xenophill Pharmaceuticals Limited is a subsidiary of the Company and
engaged into business of manufacturing, trading, buying, selling,
import, export, agents, distributing, supplying and dealing in all
kinds of medicines, pharmaceutical products, drugs, Ayurvedic
medicines, Homeapahetic medicines, herbal products, health care
products, syrups, aerosols, and ointments, heavy and fine chemicals,
vaccines, biological proprietary medicines, surgical and medical
equipments, devices, instruments, machines and hospital requisites and
the related activity.
Your company "Global Land Masters Corporation Limited" is the Holding
company of "Xenophill Pharmaceuticals Limited", holding 51% stake in
the company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial statements have been prepared by the Company
pursuant to Clause 32 of the Listing Agreement entered with the Stock
Exchanges. The Consolidated Financial Statement and Auditors' Report
thereon forms part of the Annual Report.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
The Ministry of Corporate Affairs has taken a "Green Initiative in the
Corporate Governance" by allowing paperless Compliance by the Companies
and has issued circulars stating that service of notice/ documents
including Annual Report can be sent by E-mail to its members. To
support this green initiative of the Government in full measure,
members who have not registered their e-mail addresses, so far are
requested to register their e-mail address in respect of electronic
holdings with the Depository through their concerned Depository
Participants. Members who hold shares in physical form are requested
to register their E-mail ID with M/s Skyline Financial Services Pvt.
Ltd., D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New
Delhi-110 020 on E-mail ID of the Registrar and Transfer Agent viz.
admin@skylinerta.com or of the Company viz. glmcorpo@gmail.com giving
their E-mail ID for service of documents etc. for the general meetings
through E-mail. The hard copy of Annual Report will be supplied to the
Members if still required by them and requisitioned from the Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosures of particulars
in the report of the Directors) Rules, 1988 and forming part of the
Director's report for the year ended 31st March, 2014 are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The provisions related conservation of energy does not apply to the
Company, therefore, the information as provided in Performa given in
Form A under the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is not given. However, the Company is
conscious about its responsibility to conserve energy, power and other
energy sources wherever possible. We emphasis towards a safe and clean
environment and continue to adhere to all regulatory requirements and
guidelines.
The Company has been taking energy saving measures viz., Use of energy
saver electrical equipments, CFL fittings are provided inside the
building for common area lighting in the projects of the Company,
Efficient ventilation system in offices and the projects of the
Company.
Moreover, your company emphasis towards a safe and clean environment
and continue to adhere to all regulatory requirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work
during the year 2013-14. However, in order to minimize its cost and
increase the quality of its projects, your Company is trying to
maintain highest standard of quality.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange, earnings and Outgo are given as below:-
Year 2014 Year 2013
(Amt.) (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil
APPRECIATION
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective
Departments and Development Authorities connected with the business of
the Company, Bankers of the Company, Housing Finance as well as other
Institutions for their co-operation and continued support.
b) The Shareholders, Depositors, Suppliers and Contractors for the
trust and confidence reposed and to the Customers for their valued
patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at
all levels in achieving the results and hopes that they would continue
their sincere and dedicated endeavour towards attainment of better
working results during the current year
Reg. Office By Order of the Board
Shop No.1,Gole Market,Sai For Global Land Masters CorporationLimited
Road, Baddi,
Distt. Solan, Himachal
Pradesh 173205 Sd/- Sd/-
Abhimanyu Deswal LtCol(Retd) Surender Singh Deswal
Director Chairman and Managing Director
DIN: 03047547 DIN: 00660609
Place: Panchkula (Haryana)
Dated: 26.08.2014
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