Global Land Masters Corporation Ltd.
|BSE: 531479||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE330B01011|
|BSE 00:00 | 11 Mar||Global Land Masters Corporation Ltd|
|NSE 05:30 | 01 Jan||Global Land Masters Corporation Ltd|
|BSE: 531479||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE330B01011|
|BSE 00:00 | 11 Mar||Global Land Masters Corporation Ltd|
|NSE 05:30 | 01 Jan||Global Land Masters Corporation Ltd|
Your Directors are pleased to present the24th Annual Report on the businessand operation of the Company along with Audited Accounts for the financial year ended 31stMarch 2019.
(Amount In Lakhs)
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review your Company has not generated the revenue fromoperations and from other income also. Your Directors are doing utmost efforts to improvethe profitability of the Company in the coming financial year.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material change and commitment affecting the financial position of theCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report.
CHANGE IN NATURE OF BUSINESS
During the period under review the Company has not changes its nature of business.
The issued subscribed and paid up capital of the Company is Rs.68482000 (Rupees SixCrore Eighty Four Lakh Eighty Two Thousands only) divided into50732000 (Five CroreSeven Lakh Thirty Two Thousand Only) comprising of5073200(Fifty Lakh Seventy ThreeThousand and Two Hundred) equity shares of Rs.10.00 (Rupees Ten Only) each and17750000(One Crore Seventy Seven Lakh Fifty Thousand only) comprising of 1775000(Seventeen LakhsSeventy Five Thousands) Non Convertible Non Cumulative Redeemable Preference shares ofRs.10.00(Rupees Ten Only)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 31st March 2019.Your Directors are hopeful that they will present a much strong financial statements incoming years.
Your Company's equity shares are available for dematerialisation through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As on March31 201954.47%of the equity shares of your Company were held in demat form.
TRANSFER TO RESERVES
In view of the losses incurred by the Company no amount has been transferred toreserve for the financial year ended31st March 2019.
AUDITORS Statutory Auditor
Pursuant to the provisions of section 139 and other applicable provisions if any ofthe Companies Act 2013 and the rules framed there under as amended from time to timeM/s Amit K. Arora & CO. Chartered Accountants (FRN No. 021372N) be and herebyre-appointed as Statutory Auditor of the Company to hold office from the conclusion ofthis Annual General Meeting (AGM) till the conclusion of the 29th Annual General Meeting(AGM) of the Company to be held in the year 2024 at such remuneration as may be agreedupon between the Board of Directors and Statutory Auditor.
Your Company has received certificate(s) of eligibility in accordance with Sections139 141 and other applicable provisions of the Companies Act 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being inforce) from M/s. Amit K. Arora & Co.
Further the Statutory Auditors of the Company have not reported any fraud as specifiedunder the second proviso of Section 143(12) of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force).
Statutory Auditors' Report
The Statutory Auditor of the Company has submitted Auditor's Report on the Accounts ofthe Company for the accounting year ended on 31st March 2019. The Auditor'sreport is self explanatory and requires no comments.
During the year under review Internal Audit of the Company has been carried out byM/s.N. K. Associates Chartered Accountants Chandigarh. M/s N. K. Associates CharteredAccountant having membership No. 088341 has re-appointed as an Internal Auditor of theCompany for the financial year 2019-20.
The Board of Directors of the Company has appointed Mr. Amit Kumar as SecretarialAuditor for the financial year ended 31st March 2019. The Secretarial AuditReport is annexed herewith and marked as Annexure I to this Report.
MATTER OF EMPHASIS OFSECRETARIAL AUDITORS AND MANAGEMENT'S REPLY
Emphasis of Matter
a) 1775000 Preference Shares for Rs. 17750000/-were due for redemption after 36months. The duration has expired but the shares have not been redeemed yet.
b) As per the provisions of the section 203 of the Companies Act 2013 & otherapplicable laws a listed company shall have whole time company secretary in employment.During the year under review it has been observed that the Company was not appointed anywhole time Company secretaries as per the provisions mentioned above but Company hasappointed the whole time Company Secretary on 23.04.2019.
a) The financial position of the Companyis not in such condition that Company canredeem the preference shares. However preference shares were allotted to the ManagingDirector and previous Directors.
Company has taken No Objection from preference shareholders to redeem the preferenceshares at later date.
In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of Association Er. Abhimanyu Deswal Director of the Company retires byrotation and shown his willingness for Reappointment.
Brief profile of retiring director is given in the Notice of Annual General Meeting.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with rules made thereunder.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Rajiv GargChief Financial Officer as formalized as the Key Managerial Personnel of the Company.
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013.The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as Annexure III to this Board Report.
The Company has a Risk Management Policy that defines the strategies and methodology todecide on the risk taking ability of the organization.
The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2019and statethat:
a. in the preparation of the annual accounts for the financial year ended on 31st March2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b. the directors had 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 and ofthe profit and loss of the company for that period;
c. 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;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014therefore nostatementis required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 i) the ratio of the remuneration of each Director to the median remuneration ofthe employees of the Company for the financial year 2018-19:
No Director has drawn any remuneration from the Company during the financial year2018-19therefore ratio of remuneration of each director the median remuneration of theemployees of the Company is not ascertainable.
ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2018-19:
No Director has drawn any remuneration from the Company during the financialyear2018-19. Mr. Rajiv Garg has received the remuneration of Rs.483000in the financialyear 2017-18and Rs.483000in the financial year2018-19.Thereisnoincrement in remunerationof Chief Financial Officer of the Company.
iii) the percentage increase in the median remuneration of employees in the financialyear 2018-19:Nil
iv) the number of permanent employees on the rolls of company: 3
v) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
vi) the key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.
vii) the ratio of remuneration of the highest paid Director to that of the employeeswho are not Directors but receivable remuneration in excess of the highest paid directorduring the year:
No Director has drawn any remuneration from the Company during the financial year2018-19thereforeratio of remuneration of the highest paid Director to that of theemployees who are not Directors but receivable remuneration in excess of the highest paiddirector is not ascertainable.
viii) affirmation that the remuneration is as per the remuneration policy of theCompany:
It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year there were no contracts or arrangements entered into by the Company inaccordance with the Section 188 of the Companies Act 2013. However there were relatedparty transactions which are in the ordinary Course of business. The details of thetransactions with related party are provided in the accompanying financial statements.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-IV tothis Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 20197(Seven)meetings of the Board ofDirectors were held as against the statutory minimum requirement of 4 times. None of thetwo Board Meetings have a gap of more than 120 days between them. The dates of meetingsare mentioned below:
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members including one is ManagingDirector viz. Lt Col S. S. Deswal(Retd.) and two are Non executive Independent directorviz. Brig Harpal Singh(Retd)Mrs. Shalini Malik.Mrs. Shalini Malikis heading theCommittee.
D) COMPOSITION OFNOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committeeas on date comprises of three members viz.Mr. Shiv Kumar Gupta Brig Harpal Singh (Retd) and Mrs. Shalini Malik. Mrs. ShaliniMalikis heading the Committee.
E)COMPOSITION OFSTAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members includingone is Managing Director viz. Lt Col S.S. Deswal(Retd)and two are Non executiveIndependent director viz. Brig Harpal Singh (Retd) Mrs. Shalini Malik. Mr. Shiv KumarGuptais heading the Committee.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors has adopteda vigil mechanism/whistle blower policy of the Company. The policy provides a frame workfor directors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Protecteddisclosures can be made by a whistle blower through an email or to the Chairman of theAudit Committee. The vigil mechanism/whistle blower policy can be accessed on theCompany's website at the link: www.globallandmasters.com.
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONANDREDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed there under.
During the financial year 2018-19 the Company has received no complaints on sexualharassment.
H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Presently the Company has no subsidiary Joint Venture or associate Company
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO
Information required to be given pursuant to section134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014and forming part of theDirector's report for the year ended 31st March 2019are given below:
A.CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
(i) the steps taken or impact on conservation of energy;
Your Company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.
(ii) the steps taken by the company for utilising alternate sources of energy;
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments LED 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.
(iii) the capital investment on energy conservation equipments;
Your company has nil capital investment on energy conservation equipments.
(B) Technology absorption-
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) incase of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-N.A.
a) the details of technology imported;
b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) the expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange earnings and Outgo are given as below:
Directors wish to place on record their deep thanks and gratitude to;
a) The Government as well as their respective Departments and Development Authoritiesconnected with the business of the Company Bankers of the Company for their co-operationand continued support.
b) The Shareholders for the trust and confidence reposed.
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.