The Members of Landmarc Leisure Corporation Limited
Your Directors have pleasure in presenting their 25th Annual Report together with theAudited Accounts of your Company for fifteen months for the year ended March 31st 2016.
Key Financial Highlights (Rs. In lacs)
|PARTICULARS ||For the year ended 31.03.2016 ||For the year ended 31.12.2014 |
| ||(Audited) ||(Audited) |
|Total Income ||88.21 ||161.23 |
|Profit before Depreciation & Tax (PBDT) ||(153.71) ||(570.11) |
|Less : Depreciation ||151.89 ||170.58 |
|Profit / Loss before Tax ||(305.60) ||(740.69) |
|Less : Provision for Taxation / || || |
|Current Taxation ||00.00 ||00.00 |
|Deferred Tax (Asset) / Liability ||14.78 ||(13.75) |
|Profit After Tax ||(290.82) ||(754.43) |
|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 ||(4438.89) ||(3671.06) |
|Profit / Loss carried to Balance Sheet ||(4729.71) ||(4438.89) |
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 March2016.
The company has posted loss of Rs.290.82 Lacs for the financial year 2015-16.
As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Mr. S. D. Sinha Director of the Company retires by rotation and being eligibleoffers himself for re-appointment.
As per Section 149 and other applicable provisions of the Companies Act 2013 yourDirectors are seeking appointment of Mr. R. N. Jha as Independent Directors for threeconsecutive years.
As per Section 196197188and 203 and other applicable provisions of the Companies Act2013 your Directors are seeking appointment of Mr. K.R.Mahadevan to be appointed as aWhole- time Director of the Company w.e.f. 12th April 2016 and his tenure expires on 11thApril 2019.
During the year under review Sonia Kahlon was appointed as Company Secretary &Compliance Officer of the Company w.e.f. 06th February 2016.
Declaration by Independent Directors
The Independent directors have submitted their disclosure to the board that they willfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the section 149 of the Companies Act 2013 as well asRegulation 27of SEBI (LODR) Regulations 2015. The Board confirms that the said independentdirectors meet the criteria as laid down under the Companies Act 2013 as well as the SEBI(LODR) Regulations 2015.The Board proposes the term of 3 years for the independentdirectors w.e.f. 12th April 2016 and they shall not be liable to retire by rotation.
Your directors proposed to appoint Mr. R. N. Jha as the Independent Directors of theCompany to hold office for three consecutive years commencing from 12th April 2016.
The Company has made adequate tax provisions under the provisions of Income Tax Act1961.
The Equity Shares of the Company continued to be listed and traded on the BSE Limited(BSE). The scrip code number of the Equity Shares of the Company on BSE is 532275. TheCompany has paid upto date listing fees to the stock exchanges.
The Equity Shares of the Company can be held in dematerialized form. The Company hassigned the tripartite agreement with National Securities Depository Ltd. (NSDL) CentralDepository Services (India) Ltd. (CDSL) and existing Registrar & Transfer Agent fordematerialization of existing holding of the shareholders.
The International Securities Identification Number (ISIN) allotted to the Company isINE394C01023. The Equity Shares of the Company are listed and traded on BSE
The Equity Shares of the Company are being traded in compulsory dematerialized mode.Presently 99.94% of equity capital of the company is in dematerialized mode.
Pursuant to the provisions of section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed VirendraBhatt Company Secretaries in Practice to undertake the Secretarial Audit of the Company.The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".
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 B" and is a part of thisReport. The same is as on 31st March 2016.
The Details In Respect of Adequacy of Internal Financial Controls With Reference To TheFinancial Statements
The Company has adequate internal financial controls beside timely statutory auditlimited reviews and internal audits taking place periodically.
Internal Control Systems
Your Company ensures that appropriate risk management limits control mechanisms andmitigation strategies are in place through its efficient and effective Internal ControlSystem and the same completely corresponds to its size scale and complexity ofoperations. The Company strives to put several checks and balances in place to ensure thatconfidentiality is maintained. Effective procedures and mechanisms are rolled out by afull-fledge Internal Audit System to ensure that the interest of the Company issafeguarded at all times. In addition to this the Risk Assessment policy of theorganization is reviewed on a quarterly basis by the Audit Committee / Board of Directorsof your Company.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 217(2AA) of the Companies Act 2013:
(a) that in the preparation of the Annual Accounts for the year ended March 31 2016the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andof the loss of the Company for the year ended on that date;
(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(d) the annual accounts have been prepared on a going concern basis.
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 is to be released veryshortly. The company has also won awards for its documentary film. It also has plans tomake feature films in Hindi and other regional languages.
The Companies Act 2013 and the listing agreement with the Stock exchanges requirecompliances with specified Corporate Governance practices. These practices have been fullyimplemented and a certificate from the Practicing Company Secretary as well as a detailedreport on Corporate Governance approved by the Board of Directors of the Company is setout in the annual report. The Company is regularly complying with Corporate Governancepractices and also uploading the information under Corporate Filing & DisseminationSystem (corpfiling). Your Company has also been enlisted in the new SEBI compliantredressal system (SCORES) enabling the investors to register their complaint if any forspeedy redressal.
Particulars of Employees
Your Directors acknowledge and appreciate the sincere efforts and effective servicesrendered by the committed employees and staff of the company.
During the year under review there was no employee covered under the provision ofSection 217(2A) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975.
Annual Evaluation by the Board of Its Own Performance and That of Its Committees andIndividual Directors
As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on Code of conduct for Independent Directors a comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on guidelines given in Schedule IV to the Companies Act 2013.
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 favourable 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.
Conservation of Energy Technology absorption Foreign Exchange Earnings and outgo:
In view of the nature of activities of the Company Rules 2A and 2B of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 concerningconservation of energy and technology absorption respectively are not applicable to theCompany.
During the year the Company has earned an Income of Rs. Nil in Foreign Exchange and hasincurred travelling expenditure of Nil in Foreign Exchange.
During the year ended March 31 2016 the Company has not accepted any deposits from thePublic under Section 58A of the Companies Act 2013.
The Auditors M/s. Shyam Malpani & Associates Chartered Accountants Mumbai holdoffice until the conclusion of the ensuing Annual General Meeting and are recommended forre-appointment.
The Ministry of Corporate Affairs has notified the provisions of Section 139 of theCompanies Act 2013 for appointment of Auditors which is effective from April 1 2014.Pursuant to Section 139(2) of the Companies Act 2013 and the rules made thereunder nolisted company shall appoint or re-appoint an audit firm as auditor for more than twoterms of five consecutive years. Further the aforesaid appointment is subject toratification by the Members of the Company at every Annual General Meeting.
Pursuant to Section 139(2) of the Companies Act 2013 the Audit Committee and Board ofDirectors of Company have recommended their appointment for a period of five years i.e.from the conclusion of 25th Annual General Meeting until conclusion of Fifth AnnualGeneral Meeting to be held after this meeting subject to ratification at every AnnualGeneral Meeting. M/s. Malpani & Associates Chartered Accountants have confirmed thatre-appointment if made will comply with the eligibility criteria in terms of Section141(3) of the Companies Act 2013.
Information under the sexual harassment of women at workplace (Prevention prohibitionand Redressal) Act 2013.
In compliance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has formed a Committee tolook into such cases as and when they arise. During the period under review no cases werefiled before the Committee.
Whistle Blower Policy
As per the provision of Section 177(9) of the Companies Act 2013 the listed Companyshall establish a vigil mechanism for directors and employees. The vigil mechanism shallalso provide for adequate safeguards against victimization of persons who use suchmechanism and make provision for direct access to the chairperson of the Audit Committeein appropriate or exceptional cases. Such mechanism has been disclosed by the Company onits website.
The purpose of the "Whistleblower Policy" is to allow employees to raiseconcerns about unacceptable improper or unethical practices being followed in theorganization. They will be protected against any adverse action and/or discrimination as aresult of such a reporting provided it is justified and made in good faith. The Chairmanof the Audit Committee has been designated for the purpose of receiving and recording anycomplaints under this policy.
Related Party Transaction Policy
Regulation 23 of the SEBI (LODR) Regulation 2015 entered into by the Company with theStock Exchanges requires every listed company to formulate a policy on materiality ofrelated party transactions and also in dealing with related party transactions.
The Board of Directors (the "Board") of Landmarc Leisure Corporation Limited(the "Company") has adopted the following policy and procedures with regard toRelated Party Transactions as defined below. The Audit Committee may from time to timereview and recommend amendments to this policy to the Board. The Board may amend thispolicy from time to time.
This policy is to regulate transactions between the Company and its Related Partiesbased on the applicable laws and regulations applicable on the Company.
Risk Management Policy
The objectives of the Policy are to optimize business performance protect it fromdamages frauds and to promote confidence amongst our stakeholders in the effectiveness ofour business management process and our ability to plan & meet our strategicobjectives.
Statement in this Management Discussion and Analysis deals with Company's objectivesprojections estimates expectations and predictions. The expectations of the managementare regarded as forward looking statements with meaning of applicable securities laws andregulations. These 'forward looking statements' are inherently subject to risks anduncertainties beyond the control of the Company or its management. Many factors couldcause the actual results performance and achievements of the Company to be materiallydifferent from any future results performances or achievement that may be expressed orimplied by such forward looking statements. Landmarc Leisure Corporation Limited shall notbe liable for any loss which may arise as a result of any action taken on the basis of theinformation contained herein nor would be under any obligation to update the forwardlooking statements to reflect developments of events of circumstances hereafter.
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. Shyam Malpani &Associates Statutory Auditors M/s. N. J. Panchal & Co. Internal Auditors ourClients Bankers and other Government Agencies for their continued support.
| ||By Order of the Board of Directors |
| ||For Landmarc Leisure Corporation Limited |
| ||Sd/- |
|Date : 07 May 2016 ||S. D. Sinha |
|Place : Mumbai ||Chairman |