Your Directors are pleased to present the 41th Annual Report together withthe Audited Statement of Accounts for that year. ended March 31 2017.
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
| ||Rs. ||Rs. |
|Profit/(Loss) Before Tax ||7341204 ||10352 219 |
|Tax Expense || || |
|Current Tax ||1334000 ||1753000 |
|Deferred Tax ||230900 ||26600 |
|Income Tax for earlier year ||(27949) ||167 |
|Profit after Tax ||5804253 ||8572452 |
|Add : Surplus brought forward from previous year ||114202059 ||105629 607 |
|Surplus carried to Balance Sheet ||120006312 ||114202059 |
Your Company is engaged in the business of real estate development and providingadvisory and consultancy services. Your Company continues to provide advisory services tooverseas investors from the year 2009 onwards .The Company received Rs. 25270 272/ - asincome from advisory services in the current year as against Rs. 25757830/- in theprevious year. The profit after tax has been Rs. 5804253 /- against Rs. 8572452/- inthe previous year.
No material changes and developments have taken place since the close of the FinancialYear.
In view of inadequate profits your Directors do not recommend payment of any dividend.
Your Company's advances to Ansal Landmark Townships Private Limited were transferred toAnsal Landmark (Karnal ) Township Private Limited which had been set to run the KarnalProject in terms of Business Transfer Agreement dated 2nd April 2012 signed bythe Company with Ansal Landmark (Karnal ) Township Private Limited. The Company becameentitled to allotment of Plots Flats in Group Housing / commercial property in theresidential townships at Ghaziabad and at Karnal. Your Company has still a balance advanceof Rs 354591040/. recoverable / adjustable Further allotments from Ansal Landmark(Karnal ) Township Private Limited are expected in due course.
The real estate maket continues to be subdued / sluggish pan India. However allefforts are being made to sell the stock of plots /flats in the Company's inventory.
Shri Gaurav Dalmia (DIN 009639) Director of the Company retires by rotation at theensuing 41st Annual General Meeting. Being eligible and having consented the Boardrecommends his re- appointment. A detailed profile of Shri Gaurav Dalmia along withadditional information required under Regualtion 36(3) of SEBI (LDOR) Regulations isprovided in the Notice convening the 41st Annual General Meeting.
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.
KEY MANAGERIAL PERSONNEL
The appointment of Shri Gaurav Dalmia Managing Director Shri Rajeev Kumar Nair ChiefFinancial Officer and Shri Suresh Kumar Chawla Company Secretary as Key ManagerialPersons was noted at the Board Meeting and requisite forms were filed in time . There hasnot been any change since then.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Directors were apprized with the following well in advance
1. Roles rights powers and responsibilities of various Board Committee under theCompanies Act 2013 and as specified in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
2. Roles rights powers and responsibilities of Independent Directors.
3. SEBI (LDOR ) Regulations 2015
(Through detailed documents/ presentations)
INDUSTRY AND BUSINESS MODEL
The Directors were apprised / given insights into the Company's activities businessmodel the Industry the socioeconomic environment in which the Company operates theoperational and financial performance of the Company and significant developments in thelegal framework so that they are able to take well informed and timely decisions.
Each Director was given complete access to all information relating to the company.Independent Directors freely interacted with the Company's management. They were given allthe documents sought by them for enabling a good understanding of the Company its variousoperations and the Industry segments of which it is a part.
|Familiarization Programme ||No.of programmes ||No. of Hours ||Attended by |
|Conducted || || || |
|2014-15 ||1 ||1 ||All Independent Directors |
|2015-16 ||1 ||1 ||All Independent Directors |
|2016-17 ||1 ||1 ||All Independent Directors |
|Cumulative ||3 ||3 || |
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluationof the working of all its Committees. Criteria for Performance Evaluation is given inAnnexure "E." Further the Independent Directors at their exclusive meetingheld during the year reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is given in Annexure "D"
During the year four Board Meetings were convened and held. The details of the same aregiven in the Corporate Governance Report annexed hereto . The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
The composition and other details of the Audit Committee are given in the CorporateGovernance Report annexed hereto.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards have been followed. ii) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the year under review. iii)The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities. iv)The directors have prepared the annual accounts on a going concern basis. v) The directorshave laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively. vi) The directorshave devised proper system to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed thereunder.
RELATED PARTY POLICY AND TRANSACTIONS:
The company has framed a Related Party Transactions Policy on the recommendation of theAudit Committee and approval by the Board of Directors. This is posted on the Company'sweb site.
All related party transactions were approved by the shareholders through three separateSpecial Resolutions at their Annual General Meeting held on September 30 2014.Oneapproval out of these three Resolutions pertaining to transaction of payment of rent andtaxes paid by the Company to Astir Properties Private limited (APPL) expired on 30thAugust 2016 and was renewed afresh for a period of next three years from September 12016 at the AGM held on September 30 2016 . The details of these transactions are givenin the Corporate Governance Report annexed hereto .
The details of managerial remuneration are given in form MGT-9 which is annexedherewith as " Annexure C".
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theDirectors on the Board of Directors of the Company and also to Senior Management PersonnelThe Code has been posted on the Company's website www.landmarkproperty.in The Code laysdown the standard procedure of business conduct which is expected to be followed by theDirectors and the senior management personnel in their business dealings and in particularon matters relating to integrity in the work placein business practices and in dealingwith stakeholders.
All the Board Members and the Senior Management personnel have confirmed theircompliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil (Whistle Blower) Policy which aims to provide a channel to theDirectors employees and other stakeholders to report genuine concerns about unethicalbehaviour actual or suspected default or violation of codes of conduct or policy
Shri G.B. Rao Independent Director and the Chairman of the Audit Committee has beenapproved to head the Vigil Mechanism and to do the needful in that regard.
The said Vigil Mechanism shall provide safeguards against victimization of Director(s)/ Employee (s) who availed of the Mechanism and also to provide for direct access to theChairman of the Audit Committee in exceptional circumstances.
The said Vigil Mechanism is being overseen by the Audit Committee.
The Policy has been posted on the Company's website www.landmarkproperty.in
INTERNAL FINANCIAL CONTROL SYSTEMS
Your Company has in all material respects an adequate internal financial controlssystems and such internal financial controls are operating effectively.
The company has entrusted its internal audit to M/s M.L. Puri & Company a reputedfirm of Chartered Accountants. The main thrust of the internal audit process is on thetest and review of controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board from time totime.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code prohibits the purchase or sale of Company's shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observations made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report from a Company Secretary in Practice. The Secretarial Auditreport is annexed herewith as "Annexure B"
The term of existing retiring Statutory Auditors M/s V. Shankar Aiyar & Co.Chartered Accountants(Firm Registration Number 109208W ) who have completed a consecutiveperiod of ten years is upto the date of this 41st Annual General Meeting.
In order to comply with Section 139 of the Companies Act 2013 the Audit Committee hasrecommended to the Board of Directors the appointment of M/s S.C. Vasudeva & Co.Chartered Accountants (FRN -000235N ) as the Statutory Auditors of the Company to holdoffice for a term of five years from the conclusion of this 41st AGM up theconclusion of the 46th AGM of the Company subject to ratification of suchappointment by the Members at every AGM till the 46th AGM.
As required u/s 139 of the Companies Act 2013 and Companies (Audit and Auditors)Rules 2014 M/s S.C Vasudeva & Co. have confirmed and issued a certificate that theirappointment if made as aforesaid will be in accordance with the limits as specifiedunder the Act and they meet the criteria for appointment as specified under Section 141 ofthe Act.
The Company has also received a Certificate from M/s S.C Vasudeva & Co. certifyingin terms of Section 139(2) of the Companies Act 2013 read with Rule 6(3)(ii) of theCompanies (Audit and Auditors) Rules 2014 that they do not have any association with M/sV. Shankar Aiyar & Co. the retiring Statutory Auditors of the Company.
It is proposed to appoint M/s S.C Vasudeva & Co.as Statutory Auditors of theCompany for a period of five years from the conclusion of 41st Annual GeneralMeeting till the conclusion of 46th Annual General Meeting of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure C".
The Company has a Risk Management Policy to identify monitor and minimize risks asalso identify business opportunities. At present the Company has not identified anyelement of risk which may threaten the existence of the company.
The Corporate Governance which forms an integral part of this Report is set out asseparate Annexure A together with the Certificate from the auditors of the Companyregarding compliance with the requirements of Corporate Governance as stipulated in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 .
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.
The details of the investments made by company are given in the notes to the financialstatements.
PARTICULARS OF EMPLOYEES:
There were no employees receiving remuneration in excess of prescribed limits
PARTICULARS REGARDING CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
Particulars required to be disclosed in terms of Section 134 (3) (m) are not applicableto the Company. Foreign Exchange Earned : Advisory Services : Rs. 25270272/- lakh andForeign Exchange Outgo : Rs. Nil
During the year under review your Company did not accept any deposit within themeaning of the provisions of Chapter V Acceptance of Deposits by Companies readwith the Companies (Acceptance of Deposits) Rules 2014.
CORPORATE SOCIAL RESPONSIIBLITY
Section 135 (1) of the Companies Act 2013 is not applicable to the Company for thetime being. Your Company however still intends to take some initiatives on its own inthis behalf wherever possible.
The dividend remaining unclaimed for a period of seven years is compulsorily requiredto be deposited in Investor Education and Protection Fund (IEPF) .
Your Company has unclaimed dividend amount of Rs. 145999/- as on 31stMarch 2017 for the year 2012-13 as declared at the Annual General Meeting held onSeptember 30 2013 and the due date for transfer of unclaimed dividend amount to IEPFAccount is November 1 2020.
Your Company has also unclaimed dividend amount of Rs. 195063/- as on 31stMarch 2017 for the year 2013-14 as declared at the Annual General Meeting held onSeptember 30 2014 and the due date of unclaimed dividend amount for transfer to IEPFAccount is November12021
Your Directors wish to express their gratitude for the support received from theGovernment Authorities Institutions and Members.
Your Directors also wish to place on record their appreciation for the contributionmade by the employees at all levels. Your Directors also wish to thank the Company'sbusiness associates and banks for their continued support and for the faith reposed bythem in the Company.
| ||For and on behalf of the Board |
|Place : New Delhi ||Gaurav Dalmia |
|Dated : 22-05-2017 ||Chairperson |