Directors Report of Global Land Masters Corporation Ltd.

Mar 31, 2014

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. [email protected] or of the Company viz. [email protected] 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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Mar 31, 2012

The Directors are pleased to present the 17th Annual Report with the Audited Accounts of the company for the year ended 31-March, 2012.

Financial Highlights (Rs. In Lacs)

Details Year Ended Year Ended *31.03.2012 31.03.2011

Sales & Other Income 38.68 15.29

Expenditure 112.14 98.15

Depreciation 1.42 0.19

Profit/(Loss) before Tax (73.46) (82.86)

Provision for Tax 0.00 0.00

Net Profit/(Loss) (72.37) (82.86)

Paid up share capital 684.82 684.82

* Consolidated figures

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The financial year 2011-2012 has been characterised by a series of challenges both on the domestic and external front. Political instability, issues related to governance, land acquisition, delays in regulatory processes and project clearances have weighed down on aggregate demand.

Investor's sentiment has also been impacted due to inflationary pressures and rising interest rates in the country coupled with the on-going economic crisis in the Eurozone and the US. Slower GDP growth rate projections; shortage to the tune of 85 percent in real estate and construction professionals available today (as highlighted by a recent RICS research) and high debt burden of real estate developers are Also likely to impact investor confidence in the sector in2011-12.

Though it was a challenging year for all the real estate players but it has not affected new prominent projects coming up. We hope that the coming year will be a better year for the real estate industry, with far less fluctuation in the market and expecting a lot of correctional measures to be taken by government to stabilize the economy.

With economy coming back to a normal state, will give a major boost to the confidence of investors and buyers in the real estate market again. Though this segment is new for our company, still your Directors are sure that company will grow in this industry very efficiently.

DIVIDEND

The Board of Directors of your company is of the opinion as there are accumulated losses in the company and keeping in view the future fund requirements of the company, your directors do not recommended any dividend for the financial year ended March 31,2012. The Board assures you to present a much strong financial statements incoming years.

FUTURE OUTLOOK

After one and a half years of gradual consolidation, real estate in India has figured out its own comfortable ground, and is poised at the right threshold to take a giant leap in years to come. While a differential pace of strengthening is evident across sectors, geographies and segments, several property market indicators point to the fact that the industry has indeed bottomed out in the current cycle. The fears of a possible double dip recovery have given way to beliefs in the sustained healthy levels,if not a rapid growth. The various stakeholders in the entire supplychain- the material manufacturers, developers, property consultants, occupiers, investors and policy makers, have all emerged stronger than yesteryears. The year 2012 would usher a new decade of opportunities for Indian real estate. The winners would however be ones who would have flexibility to adopt themselves to rapidly changing business environment.

Thus in spite of ensuing big opportunities in the Real Estate lot of restraint and caution will have to be exercised by us. The Company expects to continue to identify prudent land acquisition opportunities even as it intends to focus on the timely completion of its projects.

Your company is focusing on delivering quality real estate projects and further strengthening its Infrastructure & Construction Business. Your company expects to maintain the process of consolidation and also with its Projects at Panchkula, Delhi and revival of overall real estate Industry and huge potential in Infrastructure & Construction, your company is going on board a new voyage.

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, 2012, 41.74% of the equity shares of your Company were held indemat form.

DIRECTORATE

In accordance with the provisions Section 256 of the Companies Act, 1956 read with the Clause 106 of the Articles of Association of your Company. One-third of the Directors are liable to retire every year except for the Executive Chairman and the Managing Director, and if eligible, offer themselves for re-appointment. Accordingly, Mr. Ashok Aggarwal and Brig (Retd) Harpal Singh retires by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. Er. Abhimanyu Deswal had been appointed as additional director of the Company w.e.f. 18th July 2012. The brief resume and other details relating to directors, who are to be appointed and re-appointed as stipulated under Clause 49(IV) of the Listing Agreement, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

Brief resume of Directors proposed to be 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 and relationship between Directors inter-seas stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub section (2AA) of section 217 of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2012, 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 March 31st 2012 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

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company has increased from Rs. 250,000,000 divided into 18,000,000 equity shares of Rs.10/- each and 7,000,000 preference shares of Rs.10 each To Rs. 500,000,000 divided into 2,300,000 equity shares of Rs.10/- each and 2,700,000 preference shares of Rs.10 each. But the Paid-Up Capital of the company remained same to Rs. 68,482,000/-

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.

CORPORATE GOVERNANCE

Committed to good corporate governance practices, your company fully conforms to the standards set out by the Securities and Exchange Board of India and other regulatory authorities and has implemented and complied with all of its major stipulations. The requisite Certificate issued by M/s. S. Agarwal & Co, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this 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.

PUBLICDEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

AUDITORS

The Auditors, M/s. S. Agarwal & Co, Chartered Accountants having registration No. 000808N hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed underSection224(1B)of the Companies Act, 1956.

The Board recommends the appointment of M/s S. Agarwal & Co., Chartered Accountants the Statutory Auditors of the Company for the Financial Year2012-13.

AUDITORS' REPORT

There is qualification in the Auditor's Report, point No. 2.26 in the Notes to the Accounts that Balance appearing under the head "Current Assests", Non Current Assests and Non Current Liabilities are subject to confirmation and observations given in Point No. 3 (a) of the Annexure to the Auditor's report that Company has granted Rs. 9,960,805/- to M/s Vasant Vihar Land Project (P) Ltd. and Rs. 1,500,000/- to M/s Bhoomi Infrastructure Co. as interest free advance and rate of interest and other terms and condition of such loans are Prime facie, prejudicial to the interest of the Company and do not call for any further comments.

SUBSIDIARYCOMPANY

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. Being the initial year of its incorporation, Xenophill Pharmaceuticals Limited is in process of setting up its business all over India. In future it will surely come up with satisfactory financial results.

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.

GENERALDISCLOSURES

- PREFERENTIAL ALLOTMENT OF EQUITYSHARES

Owing to the growing business requirements and the ability to compete with the peer group in the domestic and international markets, your Company were need to strengthen its financial position and net worth by augmenting longterm resources. Therefore Board at their meeting held on 12th November, 2010 decided to allot 39,87,460 (Thirty Nine Lacs Eighty Seven Thousand four Hundred sixty only) fully paid up Equity Shares of Rs. 10 each on Preferential Basis to Promoters (erstwhile Acquirer & PAC) of the Company, and in context to which the proposed allottees had given the public Open offer published in newspa person 16th November 2011 pursuant to Regulation 10 and 12ofSEBI (Substantial Acquisition of

Shares and Takeovers) Regulations, 1997 to acquire additional 18,12,312 (18,12,312 No. of shares are 20% of the Expanded Share Capital i.e 9,060,660) fully paid up Equity Shares having Face Value of Rs. 10/- each at a price of Rs. 11.79/- per share including the interest suggested by the SEBI. But keeping in view the further regulatory and corporate developments, Company has decided to defer the allotment of Equity Sharesto the Promoters.

- LISTING

The securities of the Company are listed at Bombay Stock Exchange Limited now known as BSE Ltd., Ludhiana Stock Exchange Limited and Delhi Stock Exchange Limited. The trading of securities of your company has been revoked from the all the Stock Exchanges where the Company's Shares are listed .i.e. BSE Limited, Ludhiana Stock Exchange Limited and Delhi Stock Exchange Limited. In addition to it now the trading of securities of your company has been started on BSE trading platform with effect from Tuesday, December 20,2011. Therefore shareholders/investors will not face any difficulty in trading in the shares of the company from any part of the country.

- TRADEMARK

Your Company has applied for "Global Land Masters" as Trademark for Global recognition in the National as well and International real estate market, Provisional Trademark registration no. is 02119076.

- PARTNERSHIPFIRMS

Your Company has joined hands with reputed Builders in Delhi in order to form Partnership firms with the name of:

- "Rain Tree Residence Global Land Masters Corporation"

- "Palm Court Global Land Masters Corporation"

Rain Tree Residence Global Land Masters Corporation is a Partnership of the Company with Kaleshwar Infrastructure Private Limited, a very renowned builder of Delhi.

Palm Court Global Land Masters Corporation is another joint venture with Mr. Birender Singh, a reputed Person of Delhi. These firms came into being to develop group housing society alongwith commercial, residential and recreational options in Delhi NCR Region. Your Company has major shareholding in the Partnership firms. These firms have been formed to carry on the business of developing a group Housing Project and to deal in real estate business. Your Company is coming up with a project in Delhi and NCR. We believe that it will be beneficial as it will lead to an increase in the share holder value.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares. However at present there is no unclaimed share lying with the Company.

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, Ist Floor, Okhla Industrial Area, Phase - I, New Delhi-110 020 on E-mail ID of the Registrar and Transfer Agent viz. [email protected] or of the Company viz. [email protected] 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 EARNINGSANDOUTGO.

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, 2012aregivenbelow:

A. CONSERVATION OF ENERGY &TECHNOLOGY ABSORPTION

Your Company consumes minimum energy and strives to reduce energy consumption in the buildings developed by the Company. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible.

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

As you know your company is new in the real estate business activity and it did not carry out any R& D work during the year 11-12. 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 2012 Year 2011 (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

For & On Behalf of Board of Directors

Sd/-

Lt Col (Retd) Surender Singh Deswal

Managing Director

Place: Baddi (H.P.)

Dated: 25.08.2012

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Mar 31, 2011

Dear Stakeholders,

The Directors have immense pleasure in presenting the 16th Annual Report of the company for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Thousand)

Details Year Ended Year Ended 31.03.2011 31.03.2010

Sales & Other Income 1528.86 0.00

Expenditure 8909.58 8066.54

Depreciation 19.07 0.00

Profit/(Loss) before Tax (7380.72) (8066.54)

Provision for Tax 0.00 0.00

Net Profit/(Loss) after tax (7380.72) (8066.54)

Paid up share capital 68782.00 50732.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the financial year 2010-11, Real Estate sector across India, particularly the residential market, witnessed strong growth across all segments. The real estate market in India, though witnessing a progressive growth, is still in its nascent stage and the scope is simply unlimited,thus, fear of a bubble burst in this market is far from the truth. An unhindered growth for the next twenty years is almost sure.

Over the past few years, the real estate sector has transformed from an unorganized sector to a professionally organised industry, which has been contributing significantly to the nations' GDP. Your Directors are ensuring to capitalise the opportunities in an efficient manner.

Though this segment is new for our company, still your Directors are sure that company will grow in this industry very efficiently.

DIVIDEND

The Board of Directors of your company is of the opinion that as there are accumulated losses in the company, thus, no dividend should be recommended. The Board assures you to present a much strong financial statements in coming years.

FUTURE OUTLOOK

To realize our vision of providing residential, Industrial and commercial edifices for all cross-sections of society and bring smile on every face in the real estate business, our aim is at strengthening the Indian economy and in turn positively transform the standard of living.

Our real estate business targets presence in across all over India, we stand to deliver a better standard of living with new ideas and lifestyle solutions at par with international standards through our real estate ventures. Integration of our existing business activities along with new ventures will drive our vision to make the Global Land Masters as a global Player.

Your company is focusing on delivering quality real estate projects and further strengthening its Infrastructure & Construction Business. Your company expects to maintain the process of consolidation and also with its Projects at Panchkula, Delhi and revival of overall real estate Industry and huge potential in Infrastructure & Construction, your company is going on board a new voyage.

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.

DIRECTORS

In accordance with the provisions Section 256 of the Companies Act, 1956 read with the Clause 106 of the Articles of Association of your Company. One-third of the Directors are liable to retire every year except for the Executive Chairman and the Managing Director, and if eligible, offer themselves for re-appointment. Accordingly, Mr. Vijay Patel retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

During the year under review, Mr. Ajai Patel ceased to be a director of the Company on 08.04.2010. Mr. Ashok Aggarwal, Dr. Gurnam Singh and Brig. (Retd.) Harpal Singh appointed as Independent director in the Last AGM which was held on 30.09.2010. Mr. Nitin Kumar Singhal was appointed as an additional Independent director on 22nd June, 2011 and due to personal reason he was not able to continue as director, hence he has resigned from the post of directorship on 25th July, 2011. Mr. Virender Gandhi executive director of the Company due to personal reason also resigned from the post of directorship on 25th July 2011.

Brief resume of Directors proposed to be 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 and relationship between Directors inter-se as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub section (2AA) of section 217 of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2011, 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 March 31st 2011 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

CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 250,000,000 divided into 1,80,00,000 equity shares of Rs.10/- each and 7,000,000 preference shares of Rs.10 each. During the period under review, the Equity Share capital has not been raised by the company. However Company had issued 1,775,000 (Seventeen Lacs Seventy Five thousand only) 12% non- convertible non cumulative Preference Share of Rs. 10/- each. Therefore Paid- up- Capital of the company has been increased from Rs. 50,732,000/- to Rs. 68,482,000/-

NAME CHANGE AND SHIFTING OF REGISTERED OFFICE

As you are aware that the company is engaged in construction and real estate business, which in itself has a global appeal. Thus, the Board of Directors, with a vision to extend the boundaries of the company on a global front, decided to change the name of the company. As a result you company was given a new name in the Financial Year 2010-11.

During the year, the Company conducted Postal ballot for changing the name and Shifting of Registered Office of the company and result for the same was declared on 08th march 2011, confirming that special resolution has been passed by the shareholders of the company. Accordingly, name of your Company has been changed from "Bhoomi Infrastructures Corporation Limited" to "Global Land Masters Corporation Limited". The New Certificate of Incorporation pursuant to change of name of company has been issued by Registrar of Companies on 11th day of March 2011.

Petition has been submitted to Company Law Board (Ministry of Corporate Affairs) for Shifting of registered office of the company from the state of Himachal Pradesh to National Capital Territory of Delhi dated 07.07.2011 and other necessary Compliances are in process.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code.

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.

AUDITORS

The Auditors, M/s. S. Agarwal & Co, Chartered Accountants having registration No. 000808N , hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s S. Agarwal & Co., Chartered Accountants the Statutory Auditors of the Company for the Financial Year 2011-12.

AUDITORS' REPORT

There is no qualification or adverse remarks on the stand-alone financials of the Company. However, the observations given in Point No. 3 (a) of the Annexure to the Auditor's report that Company has granted Rs. 9,960,805/- to M/s Vasant Vihar Land Project (P) Ltd. and Rs. 1,500,000/- to M/s Bhoomi Infrastructure Co. as interest free advance and rate of interest and other terms and condition of such loans are Prime facie, prejudicial to the interest of the Company and do not call for any further comments.

GENERAL DISCLOSURES

OPEN OFFER

Open offer was being made by Lt. Col. (Retd.) S. S. Deswal, Mr. Virender Gandhi alias Dev Raj Gandhi, Mr. Vijay Patel (NRI) and Mr. Rajiv Kashyap to the equity shareholders of Global Land Masters Corporation Limited (formerly known as Bhoomi Infrastructures Corporation Limited) dated November 16, 2010 (Tuesday) and Corrigendum to PA dated May 11, 2011 (Wednesday) pursuant to and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto to acquire 18,12,132 fully paid up equity shares having face value Rs. 10/- each, at a price of Rs. 11.79/- (Eleven Rupees and Seventy Nine Paisa Only) per share (including interest of Rs. 1.79 per share) (“Offer Price”) in cash, representing upto 20% of the expanded paid-up and voting capital of Bhoomi

Infrastructures Corporation Limited {now known as Global Land Masters Corporation Limited}. Offer was closed on 06th June 2011 and 9,27,800 valid shares had been offered for acquisition under Open Offer. Consideration amount @ 11.79 for each share accepted under the Open Offer had been dispatched to respective shareholders.

CONSENT ORDER

The Company was in default under Regulation 6(2), 6(4) and 8(3) of Chapter II of SEBI (Substantial Acquisition of Shares and Takeover) Regulation, 1997. The Company has already filed all the aforesaid disclosures with the Bombay Stock Exchange, Delhi Stock Exchange and Ludhiana Stock Exchange.

Also, we have filed consent application to SEBI and also paid the settled amount of Rs. 1,000,000.00 (Rupees Ten Lacs only) offered to internal committee dated 01st June 2011 for consent order–the full and final settlement terms of the Non compliances of SEBI (SAST) Regulations, 1997. The Consent order is passed thereupon on 18th July 2011.

LISTING

The securities of the Company are listed at Delhi Stock Exchange, Ludhiana Stock Exchange and Bombay Stock Exchange but the trading of the Company had been suspended from all three Stock Exchanges. The Company has complied with all the compliances required to revoke the suspension of the trading of the Company and thus suspension has been successfully revoked by both the Regional Stock Exchanges, and the matter is at final stage at Bombay Stock Exchange.

ALLOTMENT OF PREFERENCE SHARES

Your company is at that stage of growth where it requires funds, thus to bring up capital in the company in a speedy manner, the Board allotted 17,75,000 (Seventeen Lakh seventy five thousand) 12% Non Convertible non cumulative fully redeemable preference shares of face value of Rs. 10 each at par on private placement Basis to the promoters of the Company.

Sl.Name of the Allottee No. of Shares Distinctive No. Certificate No No.

1 Lt. Col. (Retd) S.S. 10,50,000 1 -10,50,000 1 Deswal

2 Rajiv Kashyap 6,25,000 10,50,001 2 - 16,75,000

3 Virender Gandhi 1,00,000 16,75,001 3 -17,75,000

Total 17,75,000 - -

TRADEMARK

Global Land Masters Corporation Limited is a real estate company and developing some of the most prestigious projects across all the major cities on the Indian realty landscape. Company has applied for "Global Land Masters" as trademark and provisional trademark registration number is 02119076.

PARTNERSHIP FIRMS

Your Company has joined hands with reputed Builders in Delhi in order to form Partnership firms with the name of:

Rain Tree Residence" Global Land Masters Corporation is a Partnership of the Company with Kaleshwar Infrastructure Private Limited, a very renowned builder of Delhi. The Kaleshwar team brings over 25 years of combined domain expertise with highly qualified personnel across functionalities of land acquisitions, research, design, construction, project management, sales and marketing.

Palm Court Global Land Masters Corporation is another joint venture with Mr. Birender Singh, who is the owner of the land where the company yintends to do a project. These firms came into being to develop residential group housing alongwith commercial and recreational options in Delhi NCR Region. Your Company has major shareholding in the Partnership firms. Your Company is coming up with a project in Delhi and NCR. We believe that it will be beneficial as it will lead to an increase in the shareholder value.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. Members who are yet to claim share certificates in physical mode are requested to claim their share certificates from the R&T Agent of the company viz. M/s Skyline Financial Services Private Limited We would also like to inform that in case the company is not able to receive any response to the reminder letters the shares lying with the Company as undelivered/ unexchanged shall be transferred to “Unclaimed Suspense Account” and thereafter dematerialised to a specific Demat Account to be opened by the Company for this specific purpose, as stipulated in the above circular of SEBI.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

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, 2011 are given below :

A. CONSERVATION OF ENERGY

Your Company consumes minimum energy and strives to reduce energy consumption in the buildings developed by the Company. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. Your company will try to incorporate as many norms pertaining to Green Buildings as possible. Infact, R&D on such technologies is a part of the company's daily routine.

We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

The Company is new in the real estate business activity and has undertaken Research and Development activity in Development of Technology in the area of construction. In today's cutthroat competitive environment a company needs to evolve with every passing moment to be come out as a winner. A company has to constantly strive to work in an efficient manner by incorporating innovative measures for increasing working efficiency. In order to achieve this goal, the company carries out intensive R&D, some of which are:-

- Use of Environment friendly material and developing concept of Green Building. - Study, Analysis and use of composite structure in place of conventional structure. - Optimisation of resources and their recycling for further use. - Analysis and study of trade off among various services for optimisation.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2011 Year 2010 (Amt) (Amt)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

ACKNOWLEDGMENT

Your Directors wish to place on record their deep gratitude to the Departments of State/Central Governments, Banks and other concerned authorities for their valuable co-operation and assistance.

Yours Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and the employees of the company which had always been a source of strength for the company.

For & On Behalf of Board of Directors

Sd/-

Lt. Col. (Retd) Surender Singh Deswal Chairman and Managing Director

Place : Baddi (H.P.) Dated : 29.08.2011

---

Mar 31, 2010

The Directors have immense pleasure in presenting the 15th Annual Report of the company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. In Thousands)

Details Year Ended Year Ended 31.03.2010 31.03.2009

Sales & Other Income 0.00 0.00

Expenditure 8066.54 60.52

Depreciation 0.00 0.00

Profit/Loss before Tax (8066.54) (60.52)

Provision for Tax 0.00 0.00

Net Profit/loss after tax (8066.54) (60.52)

Paid up share capital 50,732.00 50,732.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS:

The company had been engaged in trading in securities since its inception. During the financial year, the company has changed its business activity. Presently Company is engaged in real estate business.

Over the past few years, the real estate sector has transformed from a nascent and unorganised sector to a professionally organised industry, which has been contributing significantly to the nations GDP. Even though beginner in the industry, your Directors make sure to capitalise the opportunities in an efficient manner.

DIVIDEND

The Board of Directors of your company is of the opinion that as there is consistent losses in the company so no dividend should be recommended.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and analysis of financial condition of the Company for the financial year under review, as required under clause 49 of the listing agreement with the Stock Exchange, is given as a separate statement in Annual Report

DIRECTORS

The Board of Directors is duly constituted. During the period under review, there have been four changes in the directorship of the company. Mr. Virender Gandhi and Mr. Vijay Patel appointed as Additional Director and Mrs. Neelam Girotra and Mr. Ajai Patel Resigned from the directorship. Mr. Rajiv Kashyap retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub section (2AA) of section 217 of the Companies Act, 1956, the Directors confirm that:

i. In the preparation of annual accounts, 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 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

SHARE CAPITAL

The Authorised Share Capital of the company is Rs. 60,000,000 divided into 6,000,000 equity shares of Rs.10/- each. During the period under review, the said capital has not been raised by the company. The Issued & Subscribed remains at Rs. 50,732,000/-.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code.

PARTICULARS OF EMPLOYEES

During the period under review, the company had no employee who are covered under Section 217(2 A) 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.

AUDITOR

M/s S. Agarwal & Co., Chartered Accountants, the Companys auditors, retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment which, if made, will be in confirmation with the provisions of sec. 224 (1B) of the Companies Act, 1956.

LISTING

The securities of the Company are listed at Delhi Stock Exchange, Ludhiana Stock Exchange and Bombay Stock Exchange.

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 Directors report for the year ended 31st March, 2010 are given below :

A. CONSERVATION OF ENERGY

Company is taking necessary measures for conservation of energy. Company does not have any business operation as on date.

B. TECHNOLOGY ABSORPTION

RESEARCH AND DEVELOPMENT (R & D)

a) Specific areas in which R&D carried out by the company. None

b) Benefits derived as a result of above Nil

c) Future plan of action

EXPENDITURE ON R&D

No expenditure is incurred by Company on Research & Development

INDUSTRIAL RELATIONS

The over all Industrial relations have remained cordial throughout the year under review.

ACKNOWLEDGMENT

Your Directors wish to place on record their deep gratitude to the Departments of State/Central Governments, Banks and other concerned authorities for their valuable co-operation and assistance.

Yours Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the shareholders and the employees of the company which had always been a source of strength for the company.

SD/-

Lt. Col. (Retd.) S. S. Deswal

Chairman

Place: Baddi, Himachal Pradesh Dated: 04.09.2010