Your Directors are pleased to present the 43rd Annual Report together withthe Audited Statement of Accounts for that year. ended March 31 2019.
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
| ||Rs. ||Rs. |
|Revenue from Operations ||- ||17538597 |
|Other Income ||10887747 ||9398045 |
|Profit/(Loss) Before Tax ||2211993 ||6270896 |
|Tax Expense || || |
|Current Tax ||514000 ||1710000 |
|Earlier Year Tax ||(2549) ||2340 |
|Deferred Tax ||(20751) ||(697317) |
|Profit after Tax ||1721293 ||5255873 |
Your Company is engaged in the business of real estate development and providingadvisory and consultancy services. Your Company continues to provide advisory services tooverseas investors from the year 2009 onwards .The Company did not receive any income fromadvisory services in the current year as against Rs. 17538597/- in the previous year.The profit after tax has been Rs. 17 21293 /- against Rs.5255873/- in the previousyear.
No material changes and developments have taken place since the close of the FinancialYear.
In view of inadequate profits your Directors do not recommend payment of any dividend.
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 bythe Company with Ansal Landmark ( Karnal ) Township Private Limited. The Company becameentitled to allotment of Plots Flats in Group Housing / commercial property in theresidential townships at Ghaziabad and at Karnal. Your Company has still a balance advanceof Rs 354591040 /- recoverable / adjustable Further allotments from Ansal Landmark (Karnal ) Township Private Limited are expected. The real estate maket continues to besubdued / sluggish pan India .However all efforts are being made to sell the stock ofplots /flats in the Company's inventory.
Shri Gaurav Dalmia ( DIN 00009639)) retires by rotation at the ensuing 43rdAnnual General Meeting. Being eligible and having consented the Board recommends his re-appointment. A detailed profile of Shri Gaurav Dalmia alongwith additional informationrequired under Regulation 36(3) of SEBI ( LDOR) Regulations is provided in the Noticeconvening the 43rd Annual General Meeting.
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.
The Board currently comprise of two Non Executive Independent Directors viz: Shri G BRao and Shri H. C. Dua above 75 years of age. A proposal is being put before the Membersto accord their consent by way of Special Resolution to appoint them as directors in thecompany for a period three yeers i.e. from the conclusion of 43rd AnnualGeneral Meeting in 2019 to the conclusion of 46th Annual General Meeting in2022." Each of these Directors have all along been making useful forward looking andvaluable contribution to the governance aspects and business of the Company at the meetingof the Board and Committees over these years and their continuance would be in theinterest of the company.
Shri H L Aggarwal would cease to be a Director with the closure of business hours onMay 15 2019. He has resigned due to health reasons
KEY MANAGERIAL PERSONNEL
Shri Gaurav Dalmia Managing Director and Shri Suresh Kumar Chawla Company Secretaryare continuing as Key Managerial Persons .
In keeping with the retirement age prescribed in the Policy on Nomination andRemuneration of Directors Key Managerial Personnel (KMPs) and other employees of theCompany Shri Rajeev Kumar Nair is being relieved from the post of Chief FinancialOfficer (CFO) with the closure of business hours on 31st May 2019.
The Board has appointed Shri Arvind Vachaspati as the Chief Financial Officer (CFO) andKey Managerial Person of the Company w.e.f. 1st June 2019 based on the assessment of theManaging Director and recommendation & approval of the Audit Committee of the Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Directors were apprized with the following well in advance 1. Roles rightspowers and responsibilities 2. SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 - major highlights and amendments
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 ||No.of programmes ||No. of Hours ||Attended by |
|Conducted || || || |
|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 |
|Cumulative ||5 ||5 || |
The details have been posted on the Company's website www.landmarkproperty.in
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. Criteria for Performance Evaluation is given inAnnexure "E." Further the Independent Directors at their exclusive meetingheld during the year reviewed the performance of the Board its Chairman andNon-Executive Directors and other items as stipulated under the Listing Regulations.
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"
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.
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 the 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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.
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'sweb site.
The related party transactions were approved by the shareholders through separateSpecial Resolutions at their Annual General Meeting held on September 30 2014.
The details of managerial remuneration are given in form MGT-9 which is annexedherewith as "Annexure C".
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 unethicalbehaviour actual or suspected default or violation of codes of conduct or policy ShriG.B. Rao Independent Director and the Chairman of the Audit Committee has been appointedto 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 controlssystems 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.
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."
Members of the Company at the 41st Annual General Meeting held on September28 2017 approved 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 the conclusion of the 46thAGM of the Company.
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.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
The Company has a Risk Management Policy to identify monitor and minimize risks asalso identify business opportunities. At present the Company has not identified anyelement of risk which may threaten the existence of the company.
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 of the Companyregarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 .
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% compounded quarterly and 19% compounded monthly respectively.
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 thenotes to the financial statements.
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 notapplicable to the Company. Foreign Exchange Earned : Advisory Services : Rs. Nil andForeign Exchange Outgo : Rs. Nil
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 readwith the Companies (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.
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 unclaimed dividend amount of Rs.167188/- as on 31stMarch 2019 for the year 2012-13 as declared at the Annual General Meeting held onSeptember 30 2013 and the due date for transfer of unclaimed dividend amount to IEPFAccount is November 1 2020.
Your Company has also unclaimed dividend amount of Rs. 232226/- as on 31stMarch 2019 for the year 2013-14 as declared at the Annual General Meeting held onSeptember 30 2014 and the due date of unclaimed dividend amount for transfer to IEPFAccount is November 1 2021
Your Directors wish to express their gratitude for the support received from theGovernment Authorities Institutions and Members. Your Directors also wish to place onrecord their appreciation for the contribution made by the employees at all levels. YourDirectors also wish to thank the Company's business associates and banks for theircontinued support and for the faith reposed by them in the Company.
| ||For and on behalf of the Board |
| ||Gaurav Dalmia |
| ||Chairperson |
|Place : New Delhi || |
|Dated : 15-05-2019 || |