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Landmark Property Development Company Ltd.

BSE: 533012 Sector: Infrastructure
NSE: LPDC ISIN Code: INE197J01017
BSE 00:00 | 19 May 7.50 -0.07
(-0.92%)
OPEN

7.57

HIGH

7.57

LOW

7.20

NSE 00:00 | 19 May 7.65 0.15
(2.00%)
OPEN

7.60

HIGH

7.75

LOW

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OPEN 7.57
PREVIOUS CLOSE 7.57
VOLUME 15510
52-Week high 17.50
52-Week low 2.02
P/E 250.00
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.57
CLOSE 7.57
VOLUME 15510
52-Week high 17.50
52-Week low 2.02
P/E 250.00
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Landmark Property Development Company Ltd. (LPDC) - Director Report

Company director report

TO

THE MEMBERS

Your Directors have pleasure in presenting their 45th Annual Report together with theAudited Statement of Accounts for the Year ended March 312021.

FINANCIAL RESULTS

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Rs. Rs.
Revenue from Operations 10105292 893163
Other Income 8655680 9069801
Profit/(Loss) Before Tax 5334633 4928259
Tax Expense
Current Tax 1307000 897000
Earlier Year Tax (4246) (10723)
Deferred Tax 23810 279052
Profit after Tax 4008069 3762930

ACTIVITIES

Your Company is engaged in the Business of Real Estate Development and also providingAdvisory and Consultancy Services. The Company received income from Sale of Flats (Readyto Move) amounting to Rs. 10105292/- in the current year as against income from Sale ofExport License amounting to Rs. 893163/- in the previous year. The profit after tax hasbeen Rs. 4008069/- against Rs. 3762930/- in the previous year.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company during the financial yearunder review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY THATHAVE OCCURRED AFTER MARCH 31 2021 TILL THE DATE OF THIS REPORT

In view of the highly uncertain economic environment which is continuously evolving onaccount of the COVID 19 outbreak the management re-assessed its liquidity position fromtime to time and did not anticipate any challenge in the Company's ability to continue asa going concern including recoverability of advances and loans given and other financialassets. The Company has used internal and external sources of information includingvarious reports and related information economic forecasts and consensus estimates frommarket sources on the expected future demand of its business of real estate. The Companyhas performed analysis on the assumptions used and based on current estimates expects thecarrying amount of these assets will be recovered. The Company has concluded that theimpact of COVID-19 is not material on its business on long term basis based on theseestimates.

No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year of the Company to which the financialstatements relate and till the date of this Report.

DIVIDEND

In view to conserve profits your Directors do not recommend payment of any dividend.

AMOUNTS TRANSFERRED TO RESERVES

During the financial year 2021-22 no amount was transferred to General Reserve of theCompany.

BUSINESS OUTLOOK

Your Company's advances to Ansal Landmark Townships Private Limited were transferred toAnsal Landmark (Karnal) Township Private Limited which had been set up to run the KarnalProject in terms of Business Transfer Agreement dated 2nd April 2012 signed by theCompany with Ansal Landmark (Karnal) Township Private Limited. The Company became entitledto allotment of Plots Flats in Group Housing / commercial property in the residentialtownships at Ghaziabad and at Karnal. Your Company has still a balance advance of Rs354591040 /- recoverable / adjustable Further allotments from Ansal Landmark (Karnal)Township Private Limited are expected.

The real estate market continues to be subdued / sluggish in India. However allefforts are being made to sell the stock of plots /flats in the Company's inventory.

CHANGES IN AUTHORIZED AND PAID UP SHARE CAPITAL OF THE COMPANY

During the year under review there was no change in authorised & paid up sharecapital of the Company.

DEBENTURE

During the year underreview theCompany has not issued any debentures.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIALRIGHTS

The Company has not issued any sweat equity shares or equity shares with differentialrights during the financial year 2020-21.

DIRECTORS

The Board currently comprise of Four Non-Executive Independent Directors viz: Shri D NDavar Shri G B Rao Shri H. C. Dua and J. K. Kapur. All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under section 149(6)of the Companies Act 2013.

Shri Gaurav Dalmia (DIN 00009639) retires by rotation at the ensuing 45th AnnualGeneral Meeting. Being eligible and having consented the Board recommends his re-appointment. A detailed profile of Shri Gaurav Dalmia along-with additional informationrequired under Regulation 36(3) of SEBI (LDOR) Regulations is provided in the Noticeconvening the 45th Annual General Meeting.

Shri Rakesh Aggarwal ceased to be a Director w.e.f. July 27 2021 consequent to hisresignation due to some unavoidable personal reasons. The Board places on record itsappreciation for the contribution of Shri Rakesh Aggarwal during the tenure of his officeas a Director of the Company.

KEY MANAGERIAL PERSONNEL

Shri Gaurav Dalmia Managing Director (MD) Shri Arvind Vachaspati as the ChiefFinancial Officer (CFO) and Shri Ankit Bhatia as the Company Secretary (CS) are continuingas Key Managerial Personnel of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors were apprized with the following well in advance -

1. Roles rights powers and responsibilities

2. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

INDUSTRY AND BUSINESS MODEL

The Directors were apprised / given insights into the Company's activities BusinessModel the Industry the Socio-economic environment in which the Company operates theoperational and financial performance of the Company and significant developments in thelegal 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 Company's management. They were given allthe documents sought by them for enabling a good understanding of the Company its variousoperations and the Industry segments of which it is a part.

REPORT

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
2016-17 1 1 All Independent Directors
2017-18 1 1 All Independent Directors
2018-19 1 1 All Independent Directors
2019-20 1 1 All Independent Directors
2020-21 1 1 All Independent Directors
Cumulative 7 7

The details have been posted on the Company's website www.landmarkproperty.in.

CORPORATE GOVERNANCE

The Corporate Governance Report which forms an integral part of this Report is setout as separate Annexure "A" together with the Certificate from the Auditors ofthe Company regarding compliance with the requirements of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD MEETINGS

During the year the four Board Meetings were convened and held. The details of thesame are given in the Corporate Governance Report annexed hereto. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andSEBI (LODR) Regulations 2015.

AUDIT COMMMITEE

The composition and other details of the Audit Committee are given in the CorporateGovernance Report annexed hereto.

DIRECTOR'S 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 as 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 ensured 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.

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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

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 the Company'swebsite.

The related party transactions were approved by the shareholders through separateSpecial Resolutions at their Annual General Meeting held on September 30 2014.

SUBSIDIARY COMPANIES

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 Company's 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 place in businesspractices and 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 unethicalbehavior actual or suspected default or violation of codes of conduct or policy.

Shri G.B. Rao Independent Director and the Chairman of the Audit Committee has beenappointed to 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 Company's website www.landmarkproperty.in.

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has in all material respects an adequate internal financial controlssystem 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 check and review of controls. Significant audit observations and recommendationsalong with corrective actions thereon are presented to the Audit Committee of the Boardfrom time to time.

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 Company's shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT

The Auditors' Report does not contain any modified opinion or qualifications and theobservations and comments given in the Report read together with relevant notes toaccounts are self-explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.

The Auditors emphasized on Business Transfer Agreement dated April 2 2012 and theImpact of Covid-19 pandemic in their report. In this regard the descriptions given inNote 32 and Note 37 to the Ind AS financial statements are self explanatory.

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."

AUDITORS

(a) STATUTORY AUDITORS

Members of the Company at the 41st Annual General Meeting held on September 28 2017approved the appointment of M/s S. C. Vasudeva & Co. Chartered Accountants (FRN-000235N) as the Statutory Auditors of the Company to hold office for a term of 5 (Five)years from the conclusion of the 41st AGM up to the conclusion of the 46th AGM of theCompany.

M/s S C V & Co. LLP (formerly S C Vasudeva & Co.) would continue to act asStatutory Auditors of the Company.

As required under Regulation 33(1) (d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 M/s S C V & Co. LLP have confirmed that they hold avalid Certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

(b) SECRETARIAL AUDITORS

The Board of Directors had appointed M/s. Jayant Gupta & Associates CompanySecretaries to conduct Secretarial Audit for the financial year ended on March 312021.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure "C".

MANAGERIAL REMUNERATION

The details of managerial remuneration are given in form MGT-9 which is annexedherewith as "Annexure C".

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 Nomination and Remuneration Policy is given in Annexure "D".

BOARD EVALUATION

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. The Criteria for Performance Evaluation is given inAnnexure "E".

Further the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and Non-Executive Directors and otheritems as stipulated under the Listing Regulations.

RISK MANAGEMENT

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has given secured loans of Rs. 400 lakhs and Rs. 150 Lakhs to Saya BuildconConsortium Pvt Ltd @ 18% quarterly and 19% monthly interest and the current total amountoutstanding including interest as on 31.03.2021 is 217.82 Lacs and 150 Lacsrespectively.

The Company has not given any guarantees covered under the provisions of Section 186 ofthe 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. Nil

Foreign Exchange Outgo: Rs. Nil

DEPOSITS

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 with theCompanies (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.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review the Company has complied with applicableSecretarial Standards specified by the Institute of Company Secretaries of India pursuantto Section 118 of the Companies Act 2013.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

Pursuant to the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made there under theCompany has an Internal Complaint Committee.

However there was no compliant received from any person during the financial year2020-21 and hence no complaint is outstanding as on 31.03.2021 for redressal.

UNCLAIMED DIVIDEND

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 also unclaimed dividend amount of Rs. 225808/- as on 31st March2021 for the year 2013-14 as declared at the Annual General Meeting held on September 302014 and the due date of unclaimed dividend amount for transfer to IEPF Account isNovember 12021.

ACKNOWLEDGEMENT

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 Company'sbusiness 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 : August 12 2021

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