The Members of Landmarc Leisure Corporation Limited
Your Directors have pleasure in presenting their 28th Annual Report together with theAudited Accounts of your Company for the financial year ended 31st March 2019.
KEY FINANCIAL HIGHLIGHTS
(Rs. In Lakhs)
|PARTICULARS ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
| ||(Audited ) ||(Audited ) |
|Total Income ||214.39 ||451.68 |
|Profit before Depreciation & Tax (PBDT) ||(229.62) ||46.78 |
|Less : Depreciation ||1.37 ||33.56 |
|Profit / Loss before Tax ||(228.25) ||13.22 |
|Less: Provision for Taxation /Current Taxation ||0.00 ||2.60 |
|Deferred Tax (Asset) / Liability ||(0.27) ||0.00 |
|Profit After Tax ||(227.98) ||10.62 |
|Prior Period Adjustment ||0.00 ||0.00 |
|Income Tax for earlier year's ||0.00 ||0.00 |
|Dividend and TDS Written Back Profit / Loss brought forward: ||0.00 ||0.00 |
|From previous year ||(5176.10) ||(5186.72) |
|Profit / Loss carried to Balance Sheet ||(5404.08) ||(5176.10) |
During the financial year 2018-19 "Landmarc Films" (A division of LandmarcLeisure Corporation Limited) has released 3 Marathi movies ReduPipsi and Nashibvaan on 18th May 2018 27th July 2018 and 11thJanuary 2019 respectively. During the year Company's total revenue stood at Rs. 214.39Lakhs as compared to previous year figures Rs. 451.68 Lakhs. The net loss for the yearstood at Rs. 227.98 Lakhs as compared to previous years net profit of Rs. 10.62Lakhs. Your Directors are hopeful for better performance in the coming years.
Your Company is working on new projects therefore it is necessary to conserve thefunds to meet overall working capital requirements. Hence no dividend has beenrecommended for the year ended 31st March 2019.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
The Company does not have any Subsidiaries Joint Ventures or Associate Companies.
CHANGE OF THE REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company was earlier situated at "Avadh" AvadheshParisar Shree Ram Mills Premises G.K. Marg Worli Mumbai 400018. The Board ofDirectors approved the change of Registered Office within the local limits to 303 RaajChamber 115 R. K. Paramhans Marg (Old Nagardas Road) Near Andheri Station SubwayAndheri East Mumbai 400069 Maharashtra India with effect from 14th September2017.
The shifting of the Registered Office as aforesaid is in the best interests of thecompany its shareholders and all concerned.
There was no change in share capital of the Company during the year under review.
TRANSFER TO RESERVE
During the year the Company has not transferred any amount to reserves.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.
The Board met five times during the financial year 2018-19. The details of the Boardmeetings are given in the Corporate Governance Report which forms part of this AnnualReport. The intervening gap between any two Meetings was within the period prescribedunder the Companies Act 2013.
COMMITTEES OF THE BOARD OF DIRECTORS
Details of Committees of Board of Directors along with their terms of referencecomposition and meetings held during the year are included in the Corporate GovernanceReport which forms part of this Annual Report. All the recommendations made by the AuditCommittee were accepted by the Board.
EXTRACT OF ANNUAL RETURN
An extract of the annual return pursuant to Section 92(3) of the Companies Act 2013read with the Companies (Management and Administration) Rules 2014 in Form MGT-9 isannexed herewith as "Annexure A" forming part of this report.
CORPORATE GOVERNANCE REPORT
A detailed report on Corporate Governance as approved by the Board of Directors of theCompany along with the Auditors Certificate as required under Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is set out in theAnnual Report. The Company is regularly complying with Corporate Governance practices andalso uploading the information under Corporate Filing & Dissemination System.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 with respectto Directors Responsibility Statement it is hereby confirmed that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and of the profit/loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts for the financial year ended 31stMarch 2019 on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Anand Palaye Independent Director ceased to be aDirector pursuant to his resigning from the directorship of the Company w.e.f. 17.07.2018.The Board has placed on record its appreciation for the valuable contributions made by himduring his association as a Director of the Company.
Mr. Ramesh Kumar Sidana was appointed as an Independent Director of the Company for aperiod of five consecutive years w.e.f. 26.07.2018 in the annual general meeting held on24.09.2018. .
Mr. K.R. Mahadevan (DIN: 07485859) and Mr. Rudra Narain Jha (DIN:00033291) wereappointed as Whole Time Director and Non- executive Independent Director respectively fora period of three (3) years from 12th April 2016 to 11th April 2019.
The Board of Directors based on the recommendation of the Nomination &Remuneration Committee in its meeting held on 14th February 2019 has re-appointed Mr.K.R. Mahadevan as Whole-time Director of the Company for a further period of three (3)years with effect from 12th April 2019 subject to approval of the Members at the ensuingAnnual General Meeting.
Mr. Rudra Narain Jha Independent Director of the Company being eligible forre-appointment and whose term of office expires on 11th April 2019 is re-appointed as anIndependent Director for a further period of five (5) consecutive years with effect from12th April 2019. In accordance with the SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 Every Non-Executive Director who has attainedthe age of 75 years requires Special Resolution to continue its directorship. Mr. Jha hasattained the age of seventy five years. It is proposed to obtain the approval of Membersfor his re-appointment at the ensuing Annual General Meeting.
Ms. Vidhi Kasliwal (DIN: 00332144) Director of the Company retires by rotation inaccordance with the provisions of the Companies Act and Articles of Association of theCompany and being eligible offers herself for re-appointment.
The Notice convening forthcoming Annual General Meeting includes the proposal forappointment /reappointment of aforesaid Directors. A brief resume of the Directors seekingappointment/ reappointment at the forthcoming Annual General Meeting and other details asrequired to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulationsforms part of the said Notice. .
None of the Directors are disqualified for appointment/re-appointment under Section 164of the Companies Act 2013. None of the Directors are related inter-se to each other.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received individual declaration from all the Independent Director(s) ofthe Company stating that they meet the criteria of independence as provided under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
M/s. S K H D & Associates Chartered Accountants (Firm Registration Number 105929W) were appointed as the Statutory Auditors of the Company to hold office for aperiod of five consecutive years from the conclusion of 26th Annual General Meeting untilthe conclusion of 31st Annual General Meeting pursuant to Section 139 of the CompaniesAct 2013. The said appointment of the Statutory Auditors was required to be ratified atevery Annual General Meeting. However pursuant to the amendment in the proviso to Section139 which has been made effective on May 07 2018 the requirement of ratification ofappointment of Statutory Auditors at every Annual General Meeting has been omitted. Inview of such omission of proviso agenda item relating to ratification of StatutoryAuditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to thesame M/s. S K H D & Associates Chartered Accountants continues to hold the office ofStatutory Auditors for the Financial Year 2019-20.
In terms of the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s. Tariq Budgujar & Co. Company Secretaries as Secretarial Auditorsto conduct Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial Audit Report in Form MR-3 is annexed to this Report as "Annexure B".
The company has given the deposit of Rs 1500 Lakhs to SRUIL as part of an agreementfor establishment and running of wellness centre. As the said Company has gone intoLiquidation and provisional liquidator has been appointed. So there is no provision fordoubtful security deposit given by the Company.
The company feels that post adjustments with the said company interest income would berecognised on receipt basis. Hence the Company has not recognised interest income on thesecurity deposit given.
MANAGEMENT RESPONSE ON QUALIFICATION
The Managements Response to the qualifications as in Auditors Report isalready given in Note No.s. 32 & 31 which are self explanatory.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees or made investment beyond the limitsmentioned under the provisions of Section 186 of the Companies Act 2013. Details of loansgranted guarantees provided and investments made by the Company are provided in the NoteNo. 5 under Notes forming part of Financial statements.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Consumption of Energy : Not Applicable
b) Technology Absorption Research & Development (R&D)
|(i) Technology imported and absorbed : ||NIL (Previous year Nil) |
|(ii) Expenditure on R&D : ||NIL (Previous year Nil) |
|c) Foreign exchange earnings and outgo || |
|(i) Foreign exchange earnings : ||NIL (Previous year Nil) |
|(ii) Foreign exchange outgo : ||Rs.3.63 Lakhs (Previous year 5.98 Lakhs) |
RELATED PARTY TRANSACTIONS
During the year under review there were no contracts or arrangements made with relatedparties as defined under Section 188 of the Companies Act 2013. There were no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withinterest of the Company at large. The Company has formulated a Policy on Related PartyTransaction and the same is available at the Companys website - www.llcl.co.in.
The details of the related party transactions as per Indian Accounting Standards (IndAS)- 24 are set out in Note No.38 under Notes to the Financial Statements forming part ofthis report.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Your Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. YourCompanys internal control systems are commensurate with the nature of its businesssize and complexity of its operations. These are routinely tested by Statutory as well asInternal Auditors. Significant audit observations and follow up actions thereon if anyare reported to the Audit Committee.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s)Directors and other stakeholders to report to the management concerns about unethicalbehavior actual or suspected fraud or violation of the code of conduct or policy/ies ofthe Company as adopted/framed from time to time. The details of said vigil mechanism aregiven in Corporate Governance Report which forms part of this Annual Report. The WhistleBlower Policy has been uploaded on the Companys website i.e. www.llcl.co.in.
CORPORATE SOCIAL RESPONSIBILITY
The Company understands and values Corporate Social Responsibility (CSR) initiatives ofthe Government and has also noted the requirements of CSR activities in terms of CompaniesAct 2013. The requirement of mandatory implementation of CSR activity is not applicableto your company due to inadequacy of profits in past three financial years.
NOMINATION AND REMUNERATION POLICY
In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Nomination and Remuneration Policy inter-alia providing the terms for appointment andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisReport as "Annexure C".
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided under"Annexure D" which is annexed to this Report.
None of the employees of the Company were in receipt of monthly or yearly remunerationin excess of the limits specified under the Companies Act 2013 and Rule 5(2) & Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Company has made its mark in producing Marathi and documentary films which havebeen appreciated by the general public. It released three Marathi movies during the yearand another Marathi film is to be released very shortly. The company has also won awardsin several categories at national and international level for its Marathi feature films.It also has plans to make feature films in Hindi and other regional languages.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses were observed.
WTD/ CFO CERTIFICATE:
The Whole Time Director and the Chief Financial Officer of the Company gives AnnualCertification on financial reporting and Internal Controls to the Board in terms of SEBI(Listing Obligations and Disclosure requirements) Regulations 2015. The Whole TimeDirector and the Chief Financial Officer also gives quarterly certification on financialresults before the Board in terms of Regulation 33(2) of the SEBI (Listing Obligations andDisclosure requirements) Regulations 2015 (As annexed in Annexure-1).
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date of thisreport.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The performance of the Board was evaluated bythe Board after seeking inputs from all the directors on the basis of the criteria such asthe Board composition and structure effectiveness of board processes information andfunctioning etc. The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. The Board and theNomination and Remuneration Committee ("NRC") reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings based on their knowledge level ofpreparation and effective participation in Meetings understanding of their roles asdirectors etc. A separate meeting of the Independent Directors was also held during theyear for the evaluation of the performance of non-independent Directors performance ofthe Board as a whole and that of the Chairman. The same was discussed in the board meetingthat followed the meeting of the Independent Directors at which the performance of theBoard its committees and individual directors was also discussed. The Directors expressedtheir satisfaction with the evaluation process.
The details of programme for familiarisation of Independent Directors with the Companyindustry in which it operates their roles rights responsibilities is made available onthe website of the Company - www.llcl.co.in
1) The Company has not issued any equity shares with differential rights as todividend voting or otherwise.
2) The Whole Time Director has not received any commission from the Company.
3) Significant/material orders passed by the regulators/courts/tribunals during theyear-
"During the year under review SEBI passed a Confirmatory Order dated June 052018 confirming the directions issued vide Interim Order dated October 06 2017 in thematter of suspected shell company. The same was challenged before HonbleSAT. Pursuant to the several hearings forensic audit was conducted by the ForensicAuditor appointed by BSE on December 22 2017.
The report being due to SEBI the Company is putting its continuous efforts to waiveoff the allegations in the best interests of the Company."
4) During the year under review there were no reported instances of cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to convey their appreciation to all the employees for theirefforts and contribution during the year. Your Directors would like to thank and place onrecord their appreciation for the continued support and co-operation provided to yourCompany by its Shareholders customers suppliers regulatory authorities Auditors andits bankers.
| ||By Order of the Board of Directors |
| ||For Landmarc Leisure Corporation Limited |
| ||Sd/- |
|Date : 14th August 2019 ||S. D. Sinha |
|Place : Mumbai ||Chairman |