To the Members of the Company
Your Directors have pleasure in presenting the 36thAnnual Report on thebusiness and operations of your Company with Audited Accounts for the year ended March 312017. The financial results of the Company are summarized below
| || ||(Rs. In Lacs) |
|PARTICULARS ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Revenue from Operations ||149.84 ||79.66 |
|Other Income ||0.018 ||- |
|Profit For The Year Before Taxation ||95.18 ||30.37 |
|Tax Expenses || || |
|(a) Current Tax ||29.338 ||10.77 |
|(b) Deferred Tax ||(0.013) ||(0.06) |
|(c) Tax of Earlier Year ||(1.99) ||(0.06) |
|Profit after tax ||67.85 ||19.71 |
The Company is an upcoming NBFC and infrastructure company. During the year yourcompany has obtained the lincence from Reserve Bank of India Mumbai as Non BankingFinancing Company (Non acceptance of Deposits) in the present name of your company i.e.Luharuka Media & Infra Limited vide certificate no. B-13.01559 dated 12/01/2017 inlieu of Certificate no. B-13.01559 dated 11/02/2002 which was in the name of HindustanStockland Ltd. one of the former name of our company. LMIL's primary focus is providinginter corporate loans personal loans loans against shares & securities loansagainst properties Mortgage Loans Auto / Home Loans trade financing bills discountingtrading in shares & securities and arbitrage business in stock and commodity marketalong with development of residential commercial and retail properties. Since the Companyis an NBFC it is now developing to position itself between the organized banking sectorand local money lenders offering the customers competitive flexible and timely lendingservices.
Your Directors are pleased to recommend the dividend for the Financial Year 2016 -17 onEquity Shares of Rs. 1 each at Re. 0.01 paisa per equity share equivalent to 1% i.e. Rs.0.01 paisa of the paid up capital of the Company aggregating to Rs. 937200/- (RupeesNine Lakhs Thirty seven thousand two hundred only).
Revenue from operations stood at Rs.149.840 lacs for fiscal year 2017
Other income is Rs.0.018 lacs for fiscal year 2017.
Profit for fiscal year 2017 is Rs.67.850 lacs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms.Deepika Agrawal retires by rotation and being eligible offers herself forre-appointment.
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.
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 Regulation16 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
Ms. Radhika Tiberewala has been appointed as the Company Secretary and ComplianceOfficer of the Company w.e.f. 11 February 2017. She has resigned w.e.f. 20 May 2017.
A brief profile and other details as stipulated under the Listing Regulations 2015 forthe above Director seeking re-appointment is given as Additional Information on Directorswhich forms part of the Notice.
(i) Board Evaluation
Board Evaluation pursuant to the provisions of the Companies Act 2013 and Regulation27 of the Listing (Obligations and Disclosure Requirements) Regulations 2015 a separateexercise was carried out to evaluate the performance of individual Directors includingthe Executive Director who was evaluated on parameters such as level of engagement andcontribution and independence of judgment thereby safeguarding the interest of theCompany. The performance evaluation of the Independent Directors was carried out by theentire Board. The performance evaluation of the Executive and the Non IndependentDirectors was carried out by the Independent Directors. The Board also carried out annualperformance evaluation of the working of its Audit Nomination and Remuneration as well asStakeholders Relationship Committee. The Directors expressed their satisfaction with theevaluation process.
(ii) Details of Board Meetings held
During the year 5 (Five) Board Meetings and one Independent Directors' meeting wereheld. The details of the meetings and attendance thereof have been given in CorporateGovernance Report forming part of the Annual Report. The provisions of Companies Act 2013and Listing Regulations were adhered to while considering the time gap between twomeetings.
(iii) Constitution of Committees
The Board has constituted an Audit Committee Nomination & Remuneration Committeeand a Stakeholders Relationship Committee the details of which have been mentioned in theCorporate Governance Report.
The Company has created a provision of Rs.1751366/- towards Special Reserve.
The Company's Shares are listed on BSE Limited. The Company has paid Listing fees forF.Y. 2017-18 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 March31 2017 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 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 March 312017 on
5. That the directors had laid down internal financial controls to be followed controlsare adequate and were operating effectively.
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.
(i) Statutory Auditor
The retiring statutory auditors namely M/s. SARA & Associates CharteredAccountants Mumbai hold office until the conclusion of the forthcoming Annual GeneralMeeting and are seeking re-appointment. Your Company has received written consent(s) andcertificate(s) of eligibility in accordance with Sections 139141 and other applicableprovisions of the Companies Act2013 and Rules issued thereunder (including any statutorymodification(s) or re-enactment(s) for the time being in force)from M/s. SARA &Associates (Firm Registration no. 120927W)Chartered Accountants. Further they haveconfirmed that they hold certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of valid India (ICAI) as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
(ii) Secretarial Auditor
Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act 2013read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 and as ameasure of good Corporate Governance practice the Board of Directors of the Companyhereby appointed M/s. R M Mimani & Associates LLP Practicing Company Secretaries asSecretarial Auditors of the Company for the Financial Year 2016-17. The report of theSecretarial Auditors is enclosed as Annexure-3 to this report.
(iii) Internal Auditor
M/s Doogar & Associates Practicing Chartered Accountant Mumbai performs theduties of Internal Auditors of the Company and their report is reviewed by the AuditCommittee from time to time.
The Company is not required to undertake the cost audit as required under Section 148of the Companies Act 2013
COMMENTS ON AUDITOR'S REPORT
No comments received from Statutory Auditors as they give non-qualified opinion.
No comments received from Secretarial Auditors as they give non-qualified opinion.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The Board has adopted a Whistle Blower Policy which is incompliances with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015to promote reporting of any unethical or improper practices or violation of the Company'sCode of Conduct or complaints regarding accounting auditing internal controls ordisclosures practices of the Company. It gives a platform to the Whistle Blower to reportany unethical or improper practices (not necessarily violation of law) and to defineprocesses for receiving and investigating complaints. The Vigil Mechanism Policy has beenuploaded on the website of the Company at http://www.luharukamediainfra.com/whistle_blower_policy.php.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year were atan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for thetransactions which are of a foreseen and repetitive nature. The transactions entered intopursuant to the omnibus approval so granted and a statement giving details of all relatedparty transactions is placed before the Audit Committee for their approval on a quarterlybasis. The policy on Related Party Transactions as approved by the Board is uploaded onthe Company's website at http://www.luharukamediainfra.com/related_party_tran_policy.php.Related party transactions under Accounting Standard - AS18 are disclosed in the notes tothe financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section(3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 isfurnished as Annexure - 2 to this report.
ADOPTION OF VARIOUS POLICIES
The Board of Directors of your Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration. The contents of the policy are statedin the Corporate Governance Report.
Further the Board of Directors of your Company has approved and adopted the variouspolicies as required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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:
|Sr. No ||Name of the Director/ KMP ||Designation ||Remuneration 2016-17 ||Remuneration 2015-16 ||Increase/ Decrease ||Ratio/Times per median of employee remuneration |
|1 ||*Ms. Radhika Tibrewalla ||Company Secretary ||Rs. 75242/- ||NA ||Rs. +75242/- ||0.37 |
|2 ||Mr. Sharad Mishra ||Chief Financial Officer ||Rs. 159101/- ||Rs. 155452/- ||Rs. +3649/- ||0.78 |
|3 ||**Ms. Alka Lath ||Whole Time Director ||NA ||Rs. 462500/- ||Rs. -462500/- ||2.28 |
|4 ||***Mr. Anil Agrawal ||Whole Time Director ||Rs. 305000 ||Rs. 185000/- ||Rs. +120000/- ||1.50 |
* Ms. Radhika Tibrewalla was appointed as the Company Secretary of the Company w.e.f.February 11 2017.
** Ms. Alka Lath was resigned as the Whole Time Director of the Company w.e.f. June 242015.
*** Mr. Anil Agrawal was appointed as the Whole Time Director of the Company w.e.f.June 24 2015 and resigned w.e.f. June 27 2016.
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 MGT-9 is given asAnnexure 5.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers)Rules 2014 as on March 31 2017 are given in the notes to the Financial Statements.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for Board Members and Senior ManagementPersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Company'swebsite www.luharukamediainfra.com. The Board members and senior management personnel haveaffirmed compliance with the said code of conduct. A declaration signed by the ChiefFinancial Officer is given at the end of the Corporate Governance Report.
PREVENTION OF INSIDER TRADING
The Company has also adopted a Code of Conduct for Prevention of Insider Trading. Allthe Directors senior management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.
During the year under Report there has been due compliance with the said code ofconduct for prevention of insider trading.
The Board has already adopted a revised Code of Prevention of Insider Trading based onthe SEBI (Prohibition of Insider Trading) Regulations 2015. The same has been placed onthe website of the Company at www.luharukamediainfra.com.
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
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 2016-17 and a detailed report onCorporate Governance as required under Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are given in separate sections forming part ofthe 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 Regulation 27 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to the report on Corporate Governance.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34(2)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Regulations 2015 andrequirements of Companies Act 2013 the Cash flow Statement for the year ended 31.03.2017is annexed hereto as a part of the Financial Statements forming a part of Annual Report.
During the year Your Company has conducted Postal Ballot pursuant to Section 110 of theCompanies Act 2013 for passing a Special Resolution for alteration of Main Objects of theMemorandum of Association of the Company and accordingly your company has obtained theapproval of Members of the company in this regard.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO
Information in accordance with the provisions of section 134[m] of the Companies Act2013 read with the Companies [Accounts] Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo is given as Annexure 1 to this report.
DISCLOSURE ANTI SEXUAL HARASSMENT POLICY
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.
During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employees of the Company.
The Company does not have any Subsidiary Company.
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 were no employees whose remuneration was in excess of the limitsprescribed.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The implementation of CSR activities pursuant to the provisions of Section 135 andSchedule VII of the Companies Act 2013 are not applicable to the Company.
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 duringthe year underreview
Your directors also express their deep gratitude for the assistance co-operation andsupport extended to your company by the bankers customers as well as the investingcommunity and look forward to their continued support.
|FOR AND ON BEHALF OF THE BOARD ||FOR AND ON BEHALF OF THE BOARD |
|Sd/- ||Sd/- |
|Ankur Agrawal ||Deepika Agrawal |
|Managing Director ||Director |
|DIN: 06408167 ||DIN: 06644785 |
|Place: Mumbai || |
|Dated: August 05 2017 || |