Your Directors are pleased to present the 40th Annual Report together with the AuditedStatement of Accounts for that year. ended March 31 2016.
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
| ||Rs. ||Rs. |
|Profit/(Loss) Before Tax ||10352219 ||15035854 |
|Tax Expense || || |
|Current Tax ||1753000 ||3944000 |
|Deferred Tax ||26600 ||(248900) |
|Income Tax for earlier year ||167 ||(14183) |
|Profit after Tax ||8572452 ||11354937 |
|Add: Surplus brought forward from previous year ||105629607 ||94274670 |
|Surplus carried to Balance Sheet ||114202059 ||105629607 |
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. 25757830/- asincome from advisory services in the current year as against Rs. 27356565/- in theprevious year. The profit after tax has been Rs.8572452/- against Rs.113 54 937/- 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 Companys advances to Ansal Landmark Townships Private Limited weretransferred to Ansal Landmark (Karnal) Township Private Limited which had been set to runthe Karnal Project 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 / sluggis pan India .However allefforts are being made to sell the stock of plots /flats in the Companys inventory.
Shri Hira Lal Agarwal Director of the Company retires by rotation at the ensuing40th Annual General Meeting. Being eligible and having consented the Board recommends hisre- appointment. Details of Shri Hira Lal Agarwal are provided in the Notice convening the40th 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 Chief Financial 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. Secretarial Standards Board Meetings and General Meetings (Through detaileddocuments)
INDUSTRY AND BUSINESS MODEL
The Directors were apprised / given insights into the Companys activities business model the Industry the socioeconomic environment in which the Company operatesthe operational and financial performance of the Company and significant developments inthe legal 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 Companys management. They weregiven all the documents sought by them for enabling a good understanding of the Companyits various operations and the Industry segments of which it is a part.
|Familiarization Programme Conducted ||No.of programmes ||No. of Hours ||Attended by |
|2014-15 ||1 ||1 ||All Independent Directors |
|2015-16 ||1 ||1 ||All Independent Directors |
|Cumulative ||2 ||2 || |
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 meeting heldduring 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.
DIRECTORS 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 accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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.
v) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Company has entered into new Listing Agreements with BSE Limited and NationalStock Exchange of India Limited in compliance with Regulation 109 of Securities andExchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009as amended by SEBI.
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 theCompanys web 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) is expiring on 30thAugust 2016 and is to be renewed afresh for a period of next three years from September12016 onwards . The details of this transaction are given in the Corporate GovernanceReport 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 ManagementPersonnel.
The Code has been posted on the Companys website www.landmarkproperty.in
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the senior management personnel in their business dealingsand in particular on matters relating to integrity in the work placein business practicesand in dealing with 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 ShriG.B. Rao Independent Director and the Chairman of the Audit Committee has been approvedto 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 Companys 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 Companys shares by the Directorsand the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed.
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT
The observations made in the Auditors Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the 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 Auditors viz. M/s V Sankar Aiyar & Co. Chartered Accountants New Delhi retire at the conclusion of the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.
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 any element of risk which may threaten theexistence 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. 257.58 lakh and ForeignExchange 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 read withthe 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. 146 778/- as on 31st March 2016for the year 2012-13 as declared at the Annual General Meeting held on September 302013 and the due date for transfer of unclaimed dividend amount to IEPF Account isNovember 1 2020.
Your Company has also unclaimed dividend amount of Rs. 196 905/- as on 31st March2016 for the year 2013-14 as declared at the Annual General Meeting held on September30 2014 and the due date of unclaimed dividend amount for transfer to IEPF Account isNovember 1 2021
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 Companysbusiness associates and banks for their continued support and for the faith reposed bythem in the Company.
| ||For and on behalf of the Board |
| ||Gaurav Dalmia |
| ||Chairperson |
|Place: New Delhi || |
|Dated: 18-05-2016 || |