Luharuka Media & Infra Ltd.
|BSE: 512048||Sector: Media|
|NSE: N.A.||ISIN Code: INE195E01020|
|BSE LIVE 15:15 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Luharuka Media & Infra Ltd. (LUHARUKAMEDIA) - Director Report
Company director report
To the Members of the Company
Your Directors have pleasure in presenting the 34th Annual Report on the business andoperations of your Company with Audited Accounts for the year ended 31st March2015. The financial results of the Company are summarized below:
Revenue from operations stood at Rs. 2601040/- for fiscal year 2015.
Other income stood at Rs. 3187076/- for fiscal year 2015
Profit for fiscal year 2015 is Rs. 1440186/-
Your Company is an upcoming infrastructure and media company in terms of revenueearnings market capitalization and developable area. The Companys primary businessis development of residential commercial and retail properties. The company has a uniquebusiness model with earnings arising from development and rentals and other media relatedactivities. Its exposure across businesses segments and geographies mitigates anydown-cycles in the market.
During the year Mr. Anil Agrawal HUF has given a public announcement under Regulation 3and 4 of SEBI (Substantial Acquisition of Shares & Takeover) Regulations 2011 to thepublic shareholders of the company and accordingly complied with the compliances of SEBIand taken over the control and management of your company.
Your directors do not propose any dividend for the financial year ended 31.03.2015.
The Company has not carried forward any amount to Reserves.
CHANGE IN MANAGEMENT & CONTROL:
The erstwhile promoter of the Company i.e M/s Bhrosemand Commodities Private Limitedwas entered Share Purchase Agreement on 10/10/2014 with Anil Agrawal HUF and accordinglyAnil Agrawal HUF acquirer has given the public announcement on 10/10/2014 as per SEBI(Substantial Acquisition of Shares & Takeover) Regulations 2011. The Open Offer wascompleted in the month of June 2015 by complying with the SEBI (SAST) Regulations 2011and Anil Agrawal HUF has become the promoter of the Company.
However M/s Anil Agrawal HUF has received an Ex-parte ad interim order dated December19 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1)11(4) and 11B of the Securities Exchange Board of India Act 1992 in the matter of FirstFinancial Services Limited for not accessing the capital market. Your Promoter i.e. AnilAgrawal HUF filed a reply with SEBI in this regard.
On 24th February 2015 a hearing took place in SEBI. No final order has beenpassed by SEBI in this regard.
Further Mr. Anil Agrawal has been appointed as the Executive Promoter Director andCompliance Officer of the Company.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mr. Manish Dadhich Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment.
Mr. Anil Agrawal has been appointed as Additional Executive Promoter Director w.e.f 24thJune 2015 and Ms. Alka Lath has resigned w.e.f 24th June 2015 as the WholeTime Director of the Company.
All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 oflisting agreement.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
A brief resume and other details as stipulated under the Listing Agreement for theabove Directors seeking re-appointment is given as Additional Information on Directorswhich forms part of the Notice.
(i) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement a separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution and independence of judgment thereby safeguarding theinterest of the Company. The performance evaluation of the Independent Directors wascarried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The board also carriedout annual performance evaluation of the working of its Audit Nomination and Remunerationas well as Shareholders and Relationship Committee. The Directors expressed theirsatisfaction with the evaluation process.
(ii) Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration policy as adopted by the company envisages payment ofremuneration according to qualification experience and performance at different levels ofthe organization.
(iii) Details of Meetings held
During the year Six Board Meetings and one Independent Directors meeting washeld. The Details of the meetings and attendance thereof have been given in CorporateGovernance Report forming a part of the Annual Report. The provisions of Companies Act2013 and listing agreement were adhered to while considering the time gap between twomeetings.
(iv) Constitution of Committees
The Board has constituted an Audit Committee Nomination & Remuneration Committeeand a Shareholders and Relationship Committee the details of which have been mentioned inthe Corporate Governance Report.
The Companys Shares are listed on BSE Limited. The Company has paid Listing feesfor F.Y. 2015-16 to the BSE Limited.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement Clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
1. That in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standard had been followed along with properexplanation relating to material departures.
2. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of loss of the Company for the year under review.
3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
4. That the directors had prepared the accounts for the financial year ended 31stMarch 2015 on a going concern basis.
5. That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
REGISTERED OFFICE OF THE COMPANY:
Since there is a change in Control and Management of the Company the registered officeof your Company has been shifted from Flat No 1006 Piccadilly - 3 Co op Hsg Soc LtdRoyal Palm Mayur Nagar Aarey Milk Colony Goregaon (E) Mumbai 400065 to A-301 HetalArch Opp. Natraj Market S.V. Road Malad West Mumbai 400064 in the Board Meeting heldon 10th July 2015.
The Company has not invited or accepted any deposits during the financial year2014-2015.
(i) Statutory Auditor
The retiring Statutory Auditor namely M/s. S A R A & Associates. CharteredAccountants Mumbai hold office until the conclusion of the forthcoming Annual GeneralMeeting and are seeking re-appointment. They have confirmed that their appointment ifmade at the Annual General Meeting will be within the limits prescribed under CompaniesAct 2013. They have also confirmed that they hold a valid peer review certificate asprescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested toconsider their reappointment.
(ii) Secretarial Auditor
In terms of Section 204 of the Companies Act 2013 and Rules made there under MRK &Co Practicing Company Secretaries have been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditors is enclosed as Annexure 1 to thisreport.
(iii) Internal Auditor
M/S Pravin Chandak & Associates Practicing Chartered Accountant Mumbai performsthe duties of internal auditors of the company and their report is reviewed by the auditcommittee from time to time.
COMMENTS ON AUDITORS REPORT:
With respect to preliminary expenses the Company had incurred certain expenses onaccount of increase in Authorized capital in connection with the Rights Issue of EquityShares which were treated as Preliminary expenses in the books of accounts of the Company.Out of the said expenses 1/5 has been debited to profit & loss account for thefinancial year 2014-2015 and balance has been carried forward for the next years withexpectation of future benefit. The management has now decided that if any benefit will notarises in the next financial year 2015-2016 then all the preliminary expenses will bewritten off in compliance with Accounting Standard 26.
As regards not making provision for retirement benefits of employees the same has notbeen done in view of the meager staff strength.
As regards Company not having appointed the Company Secretary as required under Section203 of the Companies Act 2013 the Company has made suitable efforts for the recruitmentof a Suitable Candidate for the post of Company Secretary.
As regards the Company having delayed the filing of certain returns/ forms with theRegistrar of Companies these forms/returns have been filed by making the payment of theadditional fee as prescribed by the law.
The Company is in process of formulating the certain policies as required under theCompanies Act 2013 and listing agreement and will finalize the same as and when thepolicies are mandatorily applicable to the Company.
Your Company has received an order dated December 20 2014 passed by the SecuritiesExchange Board of India (SEBI) under section 15-I of the Securities Exchange Board ofIndia Act 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and ImposingPenalties by Adjudicating Officer) Rules 1995 in the matter of Proposed Rights Issue ofyour Company and levied a penalty of Rs 500000/- (Rupees Five Lacs only) for which ahearing took place on November 212014 in SEBI. Accordingly your Company has made therequisite payment of the penalty to the SEBI.
During the year Anil Agrawal HUF has given the public announcement on 10/10/2014 tothe public shareholders of your Company as per SEBI (Substantial Acquisition of Shares& Takeover) Regulations 2011. The Open Offer was completed in the month of June 2015by complying with the SEBI (SAST) Regulations 2011 and Anil Agrawal HUF has become thepromoter of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.splashmediainfra.com/whistle_blower_policy.php.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on anarms length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Companys PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per Form AOC2is enclosed as Annexure2. The Board of Directors of the Company has on therecommendation of the Audit Committee adopted a policy to regulate transactions betweenthe Company and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 the Rules there under and the Listing Agreement. This Policy wasconsidered and approved by the Board and has been uploaded on the website of the Company.
1. SEBI had passed an adjudication order against the company vide order no.CFD/SML/AO/DRK-CS/eAD-3/500/44-14 dated 25th March 2014 by imposing a penalty of Rs.1500000/- for Non Compliance of 6(2) 6(4) 7(3) 8(3) of SEBI (SAST) Regulations 1997.
Thereafter the Company filed an appeal before the Securities Appellate TribunalMumbai against the said order of Adjudication Officer (Ao). SAT has directed the AO ofSEBI vide no. bearing no.182 of 2014 dated July 2nd 2014 to restore the matter for freshdecision on merits and in accordance with law after considering the submissions made bythe Target Company. The Order is pending from SEBI.
2. SEBI had sent a show cause notice under rule 4 of SEBI (Procedure for holdinginquiry and imposing penalties by Adjudicating officer) Rules 1995 and under rule 4 ofSecurities Contracts Regulations (Procedure for holding inquiry and imposing penalties byAdjudicating officer) Rules 2005 in the matter Rights Issue of the Company bearing no.EAD-5/ADJ/ASK/AA/ OW/22605/2014 dated 31st July 2014 to the company.
The Company has submitted its reply to SEBI on 8th October 2014. Accordinglyadjudicating officer has passed order no. ASK/ AO/115/2014-15 DATED December 30 2014 andimposed a penalty of Rs 500000/- (Rupees Five lacs only) on the Company which has beenpaid vide Demand draft bearing no. 755993 dated January 7 2015.
The Adjudicating officer also passed order no. ASK/AO/116-18/2014-15 dated 30thDecember 2014 exonerating all the three (3) directors against the alleged violation ofICDR Regulations 2009.
PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
The provisions of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are not applicable to thecompany as there are no employees whose remuneration is in excess of the limitsprescribed.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT9 is annexedherewith as Annexure 4.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors during the year is furnished hereunder:
** Mr. Sharad Mishra was appointed as the Chief Financial Officer of the Companyw.e.f 13th February 2015.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
BUSINESS RISK MANAGEMENT:
The company has been addressing various risks impacting the company and the policy ofthe company on risk management is provided elsewhere in this annual report in ManagementDiscussion and Analysis.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis for the year 2014-15 and a detailed report onCorporate Governance as required under Clause 49 of the Listing agreement executed withthe Stock Exchange are given in separate sections forming part of the Annual Report.
A Certificate from Statutory Auditors of the company M/s. S A R A & Associates.Practicing Chartered Accountants confirming compliance with the conditions of CorporateGovernance stipulated in Clause 49 is annexed to the report on Corporate Governance. ENERGYCONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO:
Information in accordance regarding conservation of energy technology absorption andforeign exchange earnings and outgo is given in the Annexure 3.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing Agreement andrequirements of Companies Act 2013 the Cash Flow Statement for the year ended 31.3.2015is annexed here to as a part of the Financial Statements forming a part of the AnnualReport.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
A policy on Sexual Harassment of Women at Workplace has been drafted and approved bythe Board in its meeting held on May 29 2015. A committee namely Local Control Committeehas been construed for protection of women against Sexual Harassment at the workplaceconsisting of the following:
The Committee will look after the complaints received from the women employees and willalso work for Safety of Women at workplace.
Your directors take this opportunity to place on record their warm appreciation of thevaluable contribution unstinted efforts and the spirit of dedication by the employees andofficers at all levels in the progress of the Company during the year under review. Yourdirectors also express their deep gratitude for the assistance co-operation and supportextended to your company by the bankers customers as well as the investing community andlook forward to their continued support.