Dear Members,
Your Directors are pleased to present the24th Annual Report on the business
and operation of the Company, along with Audited Accounts, for the financial year ended 31st
March, 2019.
FINANCIAL HIGHLIGHTS
(Amount In Lakhs)
| Details |
Year Ended 31.03.2019 |
Year Ended 31.03.2018 |
| Revenue from Operation |
0.00 |
0.00 |
| Other Income |
0.00 |
0.00 |
| Depreciation and amortization expenses |
0.23 |
0.23 |
| Finance Cost |
0.00 |
0.00 |
| Other expenditure |
12.09 |
12.77 |
| Exceptional Items |
0.00 |
0.00 |
| Profit/(Loss) before tax |
(12.33) |
(13.01) |
| Provision for Tax |
0.00 |
0.00 |
| Net Profit/(Loss) after tax |
(12.33) |
(13.01) |
| Paid Up Equity Share Capital |
507.32 |
507.32 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review, your Company has not generated the revenue from
operations and from other income also. Your Directors are doing utmost efforts to improve
the 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 the
Company which has occurred between the end of financial year of the Company to which the
financial statements relate and the date of this report other than those disclosed in the
Annual report.
CHANGE IN NATURE OF BUSINESS
During the period under review, the Company has not changes its nature of business.
SHARE CAPITAL
The issued, subscribed and paid up capital of the Company is Rs.6,84,82,000 (Rupees Six
Crore Eighty Four Lakh Eighty Two Thousands only) divided into5,07,32,000 (Five Crore
Seven Lakh Thirty Two Thousand Only) comprising of50,73,200(Fifty Lakh Seventy Three
Thousand and Two Hundred) equity shares of Rs.10.00 (Rupees Ten Only) each and1,77,50,000
(One Crore Seventy Seven Lakh Fifty Thousand only) comprising of 17,75,000(Seventeen Lakhs
Seventy Five Thousands) Non Convertible Non Cumulative Redeemable Preference shares of
Rs.10.00(Rupees Ten Only)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 31st March, 2019.
Your Directors are hopeful that they will present a much strong financial statements in
coming years.
DEPOSITORYSYSTEM
Your Companys equity shares are available for dematerialisation through National
Securities Depository Limited and Central Depository Services (India) Limited. As on March
31, 2019,54.47%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 to
reserve for the financial year ended31st March, 2019.
AUDITORS Statutory Auditor
Pursuant to the provisions of section 139 and other applicable provisions, if any, of
the Companies Act, 2013, and the rules framed there under, as amended from time to time
M/s Amit K. Arora & CO., Chartered Accountants, (FRN No. 021372N) be and hereby
re-appointed as Statutory Auditor of the Company to hold office from the conclusion of
this 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 agreed
upon between the Board of Directors and Statutory Auditor.
Your Company has received certificate(s) of eligibility in accordance with Sections
139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there
under (including any statutory modification(s) or re-enactment(s) for the time being in
force), from M/s. Amit K. Arora & Co.
Further, the Statutory Auditors of the Company have not reported any fraud as specified
under the second proviso of Section 143(12) of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for the time being in force).
Statutory Auditors Report
The Statutory Auditor of the Company has submitted Auditors Report on the Accounts of
the Company for the accounting year ended on 31st March, 2019. The Auditors
report is self explanatory and requires no comments.
Internal Auditor
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, Chartered
Accountant, having membership No. 088341 has re-appointed as an Internal Auditor of the
Company for the financial year 2019-20.
SECRETARIAL AUDITOR
The Board of Directors of the Company has appointed Mr. Amit Kumar as Secretarial
Auditor for the financial year ended 31st March, 2019. The Secretarial Audit
Report is annexed herewith and marked as Annexure I to this Report.
MATTER OF EMPHASIS OFSECRETARIAL AUDITORS AND MANAGEMENTS REPLY
Emphasis of Matter
a) 1,775,000 Preference Shares for Rs. 17,750,000/-were due for redemption after 36
months. 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 & other
applicable 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 any
whole time Company secretaries as per the provisions mentioned above but Company has
appointed the whole time Company Secretary on 23.04.2019.
Managements Reply:
a) The financial position of the Companyis not in such condition that Company can
redeem the preference shares. However preference shares were allotted to the Managing
Director and previous Directors.
Company has taken No Objection from preference shareholders to redeem the preference
shares at later date.
DIRECTORATE
In accordance with the requirements of the Companies Act, 2013 and the Companys
Articles of Association, Er. Abhimanyu Deswal, Director of the Company, retires by
rotation 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 confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies 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 Garg,
Chief Financial Officer as formalized as the Key Managerial Personnel of the Company.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance and
individual directors pursuant to the provisions of the Companies Act, 2013. The
performance of the Board was evaluated by the Board on the basis of the criteria such as
the Board composition and structure, effectiveness of Board process, information and
functioning etc. The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of individual director to the Board and committee meetings like preparedness
on the issue to be discuss, meaningful and constructive contribution and inputs in
meetings, etc. In a separate meeting of independent directors, performance of
non-independent director, performance of the Board as a whole and performance of Chairman
was evaluated.
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration as required under Section 178 of the
Companies Act, 2013.The Nomination & Remuneration Policy of the Company is annexed
herewith 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 SEBI
Listing Regulations, is annexed as Annexure III to this Board Report.
RISK MANAGEMENT
The Company has a Risk Management Policy that defines the strategies and methodology to
decide on the risk taking ability of the organization.
The Company constantly reviews its exposure to various types of risk, whether it be
regulatory, operational, environmental, financial or political. The Company has in place
adequate systems to ensure compliance with all regulatory and statutory matters, reviews
the 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 protect
its assets as well as to improve the overall productivity of its operations. All the
transactions are properly authorized, recorded and reported to the management. The Company
is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The detailed process of review not only
ensures reliability of control systems and legal compliances with applicable legislation,
defined policies and processes but also reviews efficiency of systems and ensures
safeguarding of tangible and intangible assets.
DIRECTORSRESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended 31st March, 2019and state
that:
a. in the preparation of the annual accounts for the financial year ended on 31st March,
2018, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b. the directors 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 at the end of the financial year and of
the profit and loss of the company for that period;
c. 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;
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 the
company and that such internal financial controls are adequate and were operating
effectively; and
f. the directors had devised proper systems to ensure compliance with the provisions of
all 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 the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,therefore no
statementis required be given showing the names and other particulars of the employees
drawing 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 with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014 i) the ratio of the remuneration of each Director to the median remuneration of
the employees of the Company for the financial year 2018-19:
No Director has drawn any remuneration from the Company during the financial year
2018-19therefore ratio of remuneration of each director the median remuneration of the
employees of the Company is not ascertainable.
ii) the percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year
2018-19:
No Director has drawn any remuneration from the Company during the financial
year2018-19. Mr. Rajiv Garg has received the remuneration of Rs.4,83,000in the financial
year 2017-18and Rs.4,83,000in the financial year2018-19.Thereisnoincrement in remuneration
of Chief Financial Officer of the Company.
iii) the percentage increase in the median remuneration of employees in the financial
year 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 the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
|
|
|
Amount in Lakh |
|
2017-18 |
2018-19 |
Increase/Decrease in % |
| Average Salary of Employee other than key Managerial Personnel (Per Annum) |
1.32 |
1.32 |
Nil |
| Managing Director/Director |
Nil |
Nil |
Not Applicable |
| CFO |
4.83 |
4.83 |
Nil |
vi) the key parameters for any variable component of remuneration availed by the
Directors:
The key parameters for the variable component of remuneration, if any, availed by the
Directors are considered by the Board of Directors based on the recommendations of the
Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for
Directors.
vii) the ratio of remuneration of the highest paid Director to that of the employees
who are not Directors but receivable remuneration in excess of the highest paid director
during the year:
No Director has drawn any remuneration from the Company during the financial year
2018-19thereforeratio of remuneration of the highest paid Director to that of the
employees who are not Directors but receivable remuneration in excess of the highest paid
director is not ascertainable.
viii) affirmation that the remuneration is as per the remuneration policy of the
Company:
It is hereby affirmed that the remuneration paid is as per the Nomination and
Remuneration 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 in
accordance with the Section 188 of the Companies Act, 2013. However, there were related
party transactions which are in the ordinary Course of business. The details of the
transactions 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 decisions
in line with the delegated authority. The following substantive Committees constituted by
the Board function according to their respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
DISCLOSURES:
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-IV to
this Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2019,7(Seven)meetings of the Board of
Directors were held as against the statutory minimum requirement of 4 times. None of the
two Board Meetings have a gap of more than 120 days between them. The dates of meetings
are mentioned below:
| Sr. No. |
Date |
| 1. |
14.04.2018 |
| 2. |
30.05.2018 |
| 3. |
13.08.2018 |
| 4. |
30.08.2018 |
| 5. |
14.11.2018 |
| 6. |
13.02.2019 |
| 7. |
30.03.2019 |
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members, including one is Managing
Director viz. Lt Col S. S. Deswal(Retd.) and two are Non executive Independent director
viz. Brig Harpal Singh(Retd),Mrs. Shalini Malik.Mrs. Shalini Malikis heading the
Committee.
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. Shalini
Malikis heading the Committee.
E)COMPOSITION OFSTAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members, including
one is Managing Director viz. Lt Col S.S. Deswal(Retd)and two are Non executive
Independent director viz. Brig Harpal Singh (Retd), Mrs. Shalini Malik. Mr. Shiv Kumar
Guptais heading the Committee.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted
a vigil mechanism/whistle blower policy of the Company. The policy provides a frame work
for directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Companys code of conduct or ethics policy. Protected
disclosures can be made by a whistle blower through an email or to the Chairman of the
Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the
Companys website at the link: www.globallandmasters.com.
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
ANDREDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and during the
year under review, your Board has constituted an Internal Complaints Committee to consider
and redress complaints of sexual harassment & also adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed there under.
During the financial year 2018-19, the Company has received no complaints on sexual
harassment.
H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided
are provided in the financial statements.
I) GENERAL
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:
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 under
any scheme.
4. The Managing Directors of the Company did not receive any remuneration or commission
from subsidiary.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
SUBSIDIARY/JOINT VENTURE/ASSOCIATECOMPANY
Presently the Company has no subsidiary, Joint Venture or associate Company
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT GO
Information required to be given pursuant to section134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014and forming part of the
Directors 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 other
energy sources wherever possible. We emphasis towards a safe and clean environment and
continue 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 electrical
equipments, LED 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.
(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 development
or import substitution; N.A.
(iii) incase of imported technology (imported during the last three years reckoned from
the 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 reasons
thereof; 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:
|
Year 2019 |
Year 2018 |
|
(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 Government as well as their respective Departments and Development Authorities
connected with the business of the Company, Bankers of the Company for their co-operation
and continued support.
b) The Shareholders for the trust and confidence reposed.
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.
|
|
By Order of the Board |
|
|
For Global Land Masters Corporation Limited |
|
Sd/- |
Sd/- |
|
Abhimanyu Deswal |
Lt Col Surender Singh Deswal (Retd) |
|
Director |
Managing Director |
|
DIN: 03047547 |
DIN:00660609 |
| Place: Panchkula (Haryana) |
H. No.1411,Sector 21. |
1411/21, Panchkula, |
| Dated:03.09.2019 |
Panchkula, Haryana 134112 |
Haryana 134112 |
+91-9892691696
