The Members of Landmarc Leisure Corporation Limited Dear Shareholders
Your Directors have pleasure in presenting their 26th Annual Report together with theAudited Accounts of your Company for the financial year ended 31st March 2017.
|KEY FINANCIAL HIGHLIGHTS || ||(Rs. In Lakhs) |
| ||For the year ended ||For the year ended |
|PARTICULARS ||31.03.2017 ||31.03.2016 |
| ||(Audited) ||(Audited) |
|Total Income ||112.22 ||88.21 |
|Profit before Depreciation & Tax (PBDT) ||(363.73) ||(153.71) |
|Less : Depreciation ||93.28 ||151.89 |
|Profit / Loss before Tax ||(457.01) ||(305.60) |
|Less: Provision for Taxation /Current Taxation ||00.00 ||00.00 |
|Deferred Tax (Asset) / Liability ||00.00 ||14.78 |
|Profit After Tax ||(457.01) ||(290.82) |
|Prior Period Adjustment ||00.00 ||00.00 |
|Income Tax for earlier year's ||00.00 ||00.00 |
|Dividend and TDS Written Back ||00.00 ||00.00 |
|Profit / Loss brought forward : || || |
|From previous year ||(4729.71) ||(4438.89) |
|Profit / Loss carried to Balance Sheet ||(5186.72) ||(4729.71) |
During the financial year 2016-17 "Landmarc Films"(A Division of LandmarcLeisure Corporation Limited) has released a Marathi Feature Film - "Vazandar" on11th November 2016. Due to demonetization the film could not get expected collection andwhich has affected financial position of the Company. The company has posted a total lossof Rs. 457.01 Lakhs for the financial year 2016-17. In order to mitigate the loss and tobring the Company at par with similar industries the Management is working on newprojects which will be disseminated to the Shareholders and to Bombay Stock Exchange asand when finalized.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries Joint Ventures or Associate Companies.
In view of the accumulated losses the Directors express their inability to recommendany Dividend on Equity Shares and on Preference Shares for the year ended 31st March 2017.
There was no change in share capital of the Company during the year under review.
TRANSFER TO RESERVE
During the year the Company has not transferred any amount to reserves.
During the year your Company has not accepted any deposit within the meaning ofSections 73 and other applicable provisions if any of the Companies Act 2013 and thenecessary rules made there under during the year ended 31st March 2017.
During the year the Board met six times during the financial year 2016-17. The detailsof Board Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Annual Report.
COMMITTEES OF THE BOARD OF DIRECTORS
Details of Committees of Board of Directors along with their terms of referencecomposition and meetings held during the year are provided separately in the CorporateGovernance Report which forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 in the prescribed FormMGT-9 is hereby attached with this Report in "Annexure A" and is a part of thisReport. The same is as on 31st March 2017.
CORPORATE GOVERNANCE REPORT
A detailed report on Corporate Governance as approved by the Board of Directors of theCompany along with the Auditor's Certificate as required under Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is set out in theAnnual Report. The Company is regularly complying with Corporate Governance practices andalso uploading the information under Corporate Filing & Dissemination System(Corpfiling).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. S.P. Banerjee (DIN : 00030895) and Mr. Samsher Garud (DIN :02612589) Non Executive Independent Directors have resigned from the Board of Directorsof the Company with effect from 12th April 2016 and 16th November 2016 respectively. TheBoard of Directors wish to place on record their appreciation for the contributions madeby them during their tenure as a member of the Board of Directors of the Company.
Mr. K.R. Mahadevan (DIN : 07485859) and Mr. Rudra Narain Jha (DIN : 00033291) have beenappointed as Additional Directors designated as Whole Time Director and NonExecutive-Independent Director respectively for a period of three consecutive years w.e.f.12th April 2016 and were regularized at the 25th AGM held on 30th June2016.
Mr. Anand Palaye (DIN: 07639932) has been appointed as an Additional Director (NonExecutive Independent Director) of the Company w.e.f. 14th November 2016 for a period offive consecutive years. In terms of provisions of Section 161 of the Companies Act 2013Mr. Anand Palaye holds office only upto the date of forthcoming Annual General Meeting.Pursuant to the provisions of the Section 160 of the Companies Act 2013 the Company hasreceived individual notice from a Member proposing the candidature of Mr. Anand Palaye forthe office of Director at the forthcoming Annual General Meeting. As per the provisions ofthe Companies Act 2013 and Articles of Association of the Company Ms. Vidhi Kasliwal(DIN : 00332144) retires from the Board of Directors of the Company by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
The Notice convening forthcoming Annual General Meeting includes the proposal forappointment/ re-appointment of aforesaid Directors. A brief resume of the Directorsseeking appointment/ re-appointment at the forthcoming Annual General Meeting and otherdetails as required to be disclosed in terms of Regulation 36(3) of the SEBI ListingRegulations forms part of the said Notice. None of the Directors are disqualified forappointment/re-appointment under Section 164 of the Companies Act 2013. None of theDirectors are related inter-se to each other.
During the year under review Mr. Kapil Kotia resigned from the post of Chief FinancialOfficer of the Company w.e.f 7th May 2016. The Board of Directors places on records hisvaluable contribution and guidance given to the Company during his tenure.
The Board of Directors (based on the recommendation of Nomination and RemunerationCommittee) has appointed Mr. Deepak Rajendra Nangalia as Chief Financial Officer of theCompany w.e.f 7th May 2016.
During the year under review Ms. Sonia Kahlon resigned from the post of CompanySecretary & Compliance Officer w.e.f 30th June 2016. The Board of Directors places onrecords his valuable contribution and guidance given to the Company during her tenure.
The Board of Directors (based on the recommendation of Nomination and RemunerationCommittee) has appointed Mr. Kamlesh Sondigala as Company Secretary & ComplianceOfficer of the Company w.e.f 1st July 2016.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received individual declaration from all the Independent Director(s) ofthe Company stating that they meet the criteria of independence as provided underSub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that: a) in the preparationof the annual accounts for the financial year ended 31st March 2017 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as at 31st March2017 and of the loss of the Company for that period; c) the Directors have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors haveprepared the annual accounts for the financial year ended 31st March 2017 on a goingconcern basis; e) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws were in place and that such systems were adequateand operating effectively.
M/s. S M M P & Associates (Formerly known as M/s. Shyam Malpani & Associates)Chartered Accountants the Statutory Auditors of the Company hold office until conclusionof the ensuing Annual General Meeting of the Company. In terms of the provisions ofSection 139 of the Act read with the Companies (Audit and Auditors) Rules 2014 an auditfirm can hold office as statutory auditor for two terms of five consecutive years i.e. fora maximum period of ten years. Further as per the provisions of the Act Company isrequired to comply with these provisions within three years from the commencement of theAct.
Since M/s. S M M P & Associates Chartered Accountants are not eligible forre-appointment as Statutory Auditors of the Company as per Companies Act 2013 the Boardof Directors on recommendation of the Audit Committee proposed the appointment of M/s. SK H D & Associates Chartered Accountants Mumbai (Firm Registration Number 105929W) as Statutory Auditors of the Company for a term of five consecutive years fromthe conclusion of 26th Annual General Meeting of the Company scheduled to be held on 26thSeptember 2017 till the conclusion of 31st Annual General Meeting subject toratification of their appointment at every Annual General Meeting.
The Company has also received certificate from M/s. S K H D & Associates CharteredAccountants to the effect that they are willing to be appointed as Statutory Auditor ofthe Company and their appointment if made shall be in compliance with the provisions ofSection 139 and 141 of the Companies Act 2013.
A resolution seeking their appointment forms part of the Notice convening the 26thAnnual General Meeting and the same is recommended for your consideration and approval.
The Company has appointed M/s. Virendra Bhatt Practicing Company Secretary to conductSecretarial Audit of the Company for the financial year 2016-17 in terms of provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit Report is annexed to thisReport as "Annexure B".
The company has given the deposit of Rs. 1500 Lacs to SRUIL as part of an agreementwhereby the company will run a wellness centre in the upcoming project of SRUIL which willfinally lead to favorable financial benefits for the company. Moreover the value of theproperty has escalated which will be further beneficial to the company.
The company feels that the satellite rights in respect of the feature films beingintangible asset will bring revenue in future and will thus be able to meet the expensesincurred on its marketing.
MANAGEMENT RESPONSE ON QUALIFICATION
The Management's Response to the qualifications as in Auditor's Report is already givenin Note Nos. 32 & 33 which are self explanatory.
RELATED PARTY TRANSACTIONS
During the year under review there were no contracts or arrangements made with relatedparties as defined under Section 188 of the Companies Act 2013. There were no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withinterest of the Company at large. The policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board is available on thewebsite of the Company - www.llcl.co.in.
The details of the related party transactions as per Accounting Standard 18 are set outin Note No.44 under Notes to the Financial Statements forming part of this report.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Your Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. YourCompany's internal control systems are commensurate with the nature of its business sizeand complexity of its operations. These are routinely tested by Statutory Auditors as wellas Internal Auditors. Significant audit observations and follow up actions thereon ifany are reported to the Audit Committee.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO
|a) ||Consumption of Energy ||: ||Not Applicable |
|b) ||Technology Absorption Research & Development (R&D) || || |
| ||(i) Technology imported and absorbed ||: ||NIL (Previous year Nil) |
| ||(ii) Expenditure on R&D ||: ||NIL (Previous year Nil) |
|c) ||Foreign exchange earnings and outgo || || |
| ||(i) Foreign exchange earnings ||: ||Rs.2.78 Lakhs (Previous year Nil) |
| ||(ii) Foreign exchange outgo ||: ||Rs.1.68 Lakhs (Previous year Nil) |
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s)Directors and other stakeholders to report to the management concerns about unethicalbehavior actual or suspected fraud or violation of the code of conduct or policy/ies ofthe Company as adopted/framed from time to time. The details of said vigil mechanism aregiven in Corporate Governance Report which forms part of this Annual Report. The WhistleBlower Policy has been uploaded on the Company's website i.e. www.llcl.co.in.
CORPORATE SOCIAL RESPONSIBILITY
Your Company understands and values Corporate Social Responsibility (CSR) initiativesof the Government and has also noted the requirements of CSR activities in terms ofCompanies Act 2013. The requirement of mandatory implementation of CSR activity is notapplicable to your company due to inadequacy of profits in past three financial years.
NOMINATION AND REMUNERATION POLICY
In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Nomination and Remuneration Policy inter-alia providing the terms for appointment andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisReport as "Annexure C".
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided under"Annexure D" which is annexed to this Report. During the year under reviewnone of the employees of the Company were in receipt of monthly or yearly remuneration inexcess of the limits specified under the Companies Act 2013 and Rule 5(2) & Rule 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Company has made its mark in producing Marathi and documentary films which havebeen well received by the general public. Its Second Marathi film "Vazandar"released in 2016-17. The company has also won awards for its documentary film. It also hasplans to make feature films in Hindi and other regional languages.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses were observed.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There have been no material changes and commitments affecting the financial positionof the Company.
The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In a separate meeting of independent Directorsperformance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.
The Nomination and Remuneration Committee has also reviewed the performance of theindividual directors based on their knowledge level of preparation and effectiveparticipation in Meetings understanding of their roles as directors etc.
The details of programme for familiarisation of Independent Directors with the Companyindustry in which it operates their roles rights responsibilities is made available onthe website of the Company - www.llcl.co.in
1) The Company has not issued any equity shares with differential rights as todividend voting or otherwise.
2) The Whole Time Director has not received any commission from the Company.
3) There have been no significant/material orders passed by theregulators/courts/tribunals during the year under review which would impact the goingconcern status of your Company and its future operations.
4) During the year under review there were no reported instances of cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
We take this opportunity to express our deep sense of gratitude to Securities andExchange Board of India (SEBI) BSE Limited (BSE) National Stock Exchange of IndiaLimited (NSE) Registrar of Companies (ROC) National Securities Depository Limited(NSDL) Central Depository Services (India) Limited (CDSL) M/s. S M M P & Associates(Statutory Auditors) M/s. N. J. Panchal & Co. (Internal Auditors) our ClientsBankers and other Government Agencies for their continued support.
Your Directors would like to thank and place on record their appreciation for thesupport and co-operation provided to your Company by its Shareholders their employeesregulatory authorities Auditors and its bankers.
| ||By Order of the Board of Directors |
| ||For Landmarc Leisure Corporation Limited |
| ||Sd/- |
|Date : 02nd August 2017 ||S. D. Sinha |
|Place : Mumbai ||Chairman |