The Members of Landmarc Leisure Corporation Limited
Your Directors have pleasure in presenting their 27th Annual Report together with theAudited Accounts of your Company for the financial year ended 31st March 2018.
|KEY FINANCIAL HIGHLIGHTS || ||(Rs. In Lakhs) |
|PARTICULARS ||For the year ended 31.03.2018 ||For the year ended 31.03.2017 |
| ||(Audited ) ||(Audited ) |
|Total Income ||451.68 ||112.22 |
|Profit before Depreciation & Tax (PBDT) ||46.78 ||(363.73) |
|Less : Depreciation ||33.56 ||93.28 |
|Profit / Loss before Tax ||13.22 ||(457.01) |
|Less: Provision for Taxation /Current Taxation ||2.60 ||0.00 |
|Deferred Tax (Asset) / Liability ||0.00 ||0.00 |
|Profit After Tax ||10.62 ||(457.01) |
|Prior Period Adjustment ||0.00 ||0.00 |
|Income Tax for earlier year's ||0.00 ||0.00 |
|Dividend and TDS Written Back ||0.00 ||0.00 |
|Profit / Loss brought forward: ||(5186.72) ||(4729.71) |
|From previous year || || |
|Profit / Loss carried to Balance Sheet ||(5176.10) ||(5186.72) |
During the financial year 2017-18 "Landmarc Films" (A division of LandmarcLeisure Corporation Limited) has released Marathi movies Ringan' and Gachchi'on 30th June 2017 and 22nd December 2017 respectively. During the year Company's totalrevenue stood at Rs. 451.68 Lakhs as compared to previous year figures Rs. 112.22 Lakhs.The net profit for the year stood at Rs. 10.62 Lakhs as compared to previous year's netloss of Rs. 457.01 Lakhs. Your Directors are hopeful for better performance in the comingyears.
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 2018.
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) Rules 2014.
The Board met six times during the financial year 2017-18. 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 Auditor's 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 preparationof the annual accounts for the financial year ended 31st March 2018 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; (b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2018and of the profit/ loss of the Company for that period; (c) the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) theDirectors have prepared the annual accounts for the financial year ended 31st March 2018on a going concern basis; (e) the Directors have laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively; and (f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the members approved the appointment of Mr. AnandPadmanabha Palaye (DIN: 07639932) as Independent Director of the Company for a period offive consecutive years w.e.f. 14.11.2016 in the annual general meeting held on 26.09.2017.
Mr. Anand Palaye Independent Director ceased to be a Director pursuant to hisresigning from the directorship of the Company w.e.f. 17.07.2018. The Board has placed onrecord its appreciation for the valuable contributions made by him during his associationas a Director of the Company. Mr. Ramesh Kumar Sidana (DIN : 08179947) who was appointedas an Additional Director by the Board w.e.f. 26.07.2018 is proposed to be appointed asIndependent Director for a term of 5 years in the ensuing Annual General Meeting.
As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Mr. Swetamber Dhari Sinha (DIN: 00040488) Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Notice convening forthcoming Annual General Meeting includes theproposal for appointment /reappointment of aforesaid Directors. A brief resume of theDirectors seeking appointment/ reappointment at the forthcoming Annual General Meeting andother details as required to be disclosed in terms of Regulation 36(3) of the SEBI ListingRegulations forms 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.
During the year Mr. Kamlesh Sondigala resigned from the post of Company Secretary& Compliance Officer w.e.f. 2nd November 2017. The Board appreciates the servicesrendered by him in his capacity. The Board of Directors (based on the recommendation ofNomination and Remuneration Committee) has appointed Ms. Sonal Agrawal as CompanySecretary & Compliance Officer of the Company w.e.f. 2nd November 2017.
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 2018-19.
The Company has terminated the services of Mr. Virendra Bhatt Practising CompanySecretary as Secretarial Auditor of the Company and No Objection Certificate to thiseffect has been obtained from him. In terms of the provisions of Section 204 of theCompanies Act 2013 and rules made thereunder the Board has appointed Lawgic ShastraBusiness Solutions LLP (LLPIN: AAJ-0202) (Ankitha Iyer Partner & Practicing CompanySecretary) to conduct Secretarial Audit of the Company for the financial year 2017-18. TheSecretarial Audit Report in Form MR-3 is annexed to this Report as "AnnexureB".
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 adjustmentswith the said company interest income would be recognised on receipt basis. Hence theCompany has not recognised interest income on the security deposit given.
MANAGEMENT RESPONSE ON QUALIFICATION
The Management's Response to the qualifications as in Auditor's Report is already givenin 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 AND DEVELOPMENT & 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 2.78 Lakhs) |
|(ii) Foreign exchange outgo ||: ||Rs.5.98 Lakhs (Previous year 1.68 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 Company's website - www.llcl.co.in.
The details of the related party transactions as per Indian Accounting Standard 24 areset out in Note
No.38 under Notes to the Financial Statements forming part of this 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. YourCompany's internal control systems are commensurate with the nature of its business sizeand 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 Company's 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 "AnnexureD" 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 two Marathi movies during the year andanother Marathi film is to be released very shortly. The company has also won awards inseveral categories at national and international level for its Marathi feature films. Italso 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 and Disclosure requirements) Regulations 2015 (As annexed inAnnexure-1).
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF
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 BSE vide its notice dated August 07 2017 allegedyour company to be suspected shell company. The Company challenged the notice beforeHon'ble Securities Appellate Tribunal (SAT). In turn SEBI passed an Interim Order datedOctober 06 2017 and a Confirmatory Order dated June 05 2018. The same has also beenchallenged before Hon'ble SAT. With a positive outlook the Company is looking forward andputting its continuous efforts to waive off all the allegations in the best interests ofthe 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 : 26 July 2018 ||S. D. Sinha |
|Place : Mumbai ||Chairman |