REPORT OF BOARD OF DIRECTORS
Your Directors are pleased to present the 19th Annual Report on the businessand operation of the Company along with Audited Accounts for the financial year ended31st March 2014
Stand alone figures
|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) |
|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. YourDirectors are hopeful that in the coming financial year your Company will be able to doprofitable business and will resort for better results. However consolidated revenue ofyour Company is Rs. 52.04 Lacs a growth of 34% from the previous year.
The issued subscribed and paid up capital of the Company is Rs 68482000 (Rupees SixCrore Eighty Four Lacs Eighty Two Thousands) divided into 50732000 (Five Crore SevenLacs Thirty Two Thousands) equity shares of Rs 10 each and 17750000 (Seventeen lacsSeventy Five Thousands only) Non Convertible Non Cumulative Redeemable Preference sharesof Rs. 10/ each.
There has been no change in the share capital of the Company during the year.
In the view of losses for current year and also accumulated losses your directors donot recommended any dividend for the financial year ended March 31 2014. Your Directorsare hopeful that they will present a much strong financial statements in coming years.
Your Companys equity shares are available for dematerialisation through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As on March31 2014 53.79% of the equity shares of your Company were held in demat form.
In accordance with the requirements of the Companies Act 2013 and the CompanysArticles of Association Mr. Abhimanyu Deswal Director of the Company retires byrotation and shown his willingness for Re-appointment.
During the year under review Mr. Ashok Aggarwal has been resigned from the Board on 08thJuly 2013.
In accordance with the section 149 152 and 161 of Companies Act 2013 Mrs. ShaliniMalik who was appointed as the additional Director of the Company by the Board ofDirectors and their office shall be determined at this Annual General meeting and theCompany has received the requisite Notice in writing from herself proposing herappointment as the Non Executive Independent Director of the Company in the ensuing AnnualGeneral Meeting.
The Independent Directors were appointed as the directors liable to retire by rotationunder the provisions of the erstwhile Companies Act 1956. Section 149(11) of theCompanies Act 2013 states that no Independent Director shall be eligible for more thantwo consecutive terms of five years. Section 149(13) states that the provisions ofretirement by rotation as defined in 152(6) and (7) of the Act shall not apply to suchIndependent Directors. Therefore it is proposed to re-appoint Independent Directors not toretire by rotation and also to fix their tenure. Resolutions in respect of this have beenplaced in the notice to the Annual General Meeting.
Brief resume of Director proposed to be appointed or re-appointed nature of theirexperience in their specific functional areas name of the Companies in which they holddirectorship and membership / chairmanship of the Board Committees Shareholding asstipulated under Clause 49 of the Listing agreement with the stock exchanges forms part ofthe Notice.
APPOINTMENT OF CHIEF FINANCIAL OFFICER AND INTERNAL AUDITOR
In pursuance of section 203 of Companies Act 2013 the Board of Directors in theirmeeting held on 14th day of August 2014 has been appointed Mr. Rajiv Garg asChief Financial Officer of the Company for a period of three years from the date of 14thday of August 2014.
In pursuance of section 138 of Companies Act 2013 and the rules made thereunder theBoard of Directors in their meeting held on 14th day of August 2014 has beenappointed Mr. N. K. Associates Chartered Accountant having membership No. 088341 as anInternal Auditor of the Company for the financial year 2014-15.
DIRECTOR'S RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act 1956 regarding theDirectors Responsibility Statement it is hereby stated:
i. In the preparation of annual accounts for the financial year ended March 31 2014the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended onMarch 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 CorporateGovernance as stipulated under Clause 49 of the Listing Agreement has been included as anattachment to this Report.
CODE OF CONDUCT
Pursuant to Clause 49 of the Listing Agreement the declaration signed by the Chairmanand Managing Director affirming compliance of the Code of Conduct by the Directors andsenior management personnel of the Company for the financial year 2013-14 is annexed andforms part of the Directors and Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this report as required underClause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separatelyto this Annual Report.
PARTICULARS OF EMPLOYEES
During the period under review the company does not have any employee who is coveredunder Section 217(2A) of the Companies Act 1956.
During the year under review your company has not invited any deposits from the PublicU/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 Applicationmoney pending allotment Rs. 26413500 as on 31st March 2014.
The Auditors M/s. S. Agarwal & Co Chartered Accountants having registration No.000808N hold office until the conclusion of the 24th Annual General Meeting andoffer themselves for re-appointment. The said Auditors have furnished the Certificate oftheir eligibility for re-appointment
The Board recommends the appointment of M/s S. Agarwal & Co. Chartered Accountantsthe Statutory Auditors of the Company till the Financial Year 2018-19 subject toratification of their appointment at every AGM.
The Auditors report on the financial statement for the financial year 2013-14 isself explanatory. However auditors have expressed certain opinions which are contrary andhave been taken up by the management on serious note. Your Directors are expects thatmatter will be reconciled.
The Board of Directors at their meeting held on 26th August 2014 has takenthe decision to dispose off the subsidiary of the Company Xenophill PharmaceuticalsLimited in an appropriate manner. Xenophill Pharmaceuticals Limited is a subsidiary ofthe Company and engaged into business of manufacturing trading buying selling importexport agents distributing supplying and dealing in all kinds of medicinespharmaceutical products drugs Ayurvedic medicines Homeapahetic medicines herbalproducts health care products syrups aerosols and ointments heavy and fine chemicalsvaccines biological proprietary medicines surgical and medical equipments devicesinstruments 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 toClause 32 of the Listing Agreement entered with the Stock Exchanges. The ConsolidatedFinancial 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 CorporateGovernance" by allowing paperless Compliance by the Companies and has issuedcirculars stating that service of notice/ documents including Annual Report can be sent byE-mail to its members. To support this green initiative of the Government in full measuremembers who have not registered their e-mail addresses so far are requested to registertheir e-mail address in respect of electronic holdings with the Depository through theirconcerned Depository Participants. Members who hold shares in physical form are requestedto register their E-mail ID with M/s Skyline Financial Services Pvt. Ltd. D-153 A IstFloor Okhla Industrial Area Phase I New Delhi-110 020 on E-mail ID of theRegistrar and Transfer Agent viz. firstname.lastname@example.org or of the Company email@example.com giving their E-mail ID for service of documents etc. for the generalmeetings through E-mail. The hard copy of Annual Report will be supplied to the Members ifstill required by them and requisitioned from the Company.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
Information required to be given pursuant to section 217(1)(e) of the Companies Act1956 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 2014are given below :
A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The provisions related conservation of energy does not apply to the Company thereforethe information as provided in Performa given in Form A under the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 is not given. However theCompany is conscious about its responsibility to conserve energy power and other energysources wherever possible. We emphasis towards a safe and clean environment and continueto adhere to all regulatory requirements and guidelines.
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.
Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not undertaken any research and development work during the year2013-14. However in order to minimize its cost and increase the quality of its projectsyour 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 |
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their co-operation andcontinued support.
b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year
|Reg. Office || ||By Order of the Board |
|Shop No. 1 Gole Market Sai || ||For Global Land Masters Corporation Limited |
|Road Baddi || || |
|Distt. Solan Himachal || || |
|Pradesh 173205 ||Sd/- ||Sd/- |
| ||Abhimanyu Deswal ||Lt Col (Retd) Surender Singh Deswal |
| ||Director ||Chairman and Managing Director |
|Place: Panchkula (Haryana) ||DIN: 03047547 ||DIN: 00660609 |
|Dated: 26.08.2014 || || |