To The Members of the Company
Your Directors have pleasure in presenting the 37th Annual Report on thebusiness and operations of your Company with Audited Accounts for the year ended on March31 2018. The financial results of the Company are summarized below
(Rs. In Lacs)
|PARTICULARS ||For the year ended ||For the year ended |
| ||March 31 2018 ||March 31 2017 |
|Revenue from Operations ||199.06 ||149.85 |
|Other Income ||- ||0.018 |
|Total revenue ||199.06 ||149.87 |
|Purchase of Stock-in-Trade ||78.20 ||- |
|Employee benefits expense ||35.39 ||9.25 |
|Finance costs ||3.90 ||3.12 |
|Depreciation and amortization expense ||0.42 ||0.42 |
|Other expenses ||27.25 ||41.89 |
|Total expenses ||145.16 ||54.68 |
|Profit For The Year Before Taxation ||53.90 ||95.18 |
|Tax Expenses || || |
|(a) Current Tax ||14.22 ||29.338 |
|(b) Deferred Tax ||- ||(0.013) |
|(c) Tax of Earlier Year ||(2.44) ||(1.99) |
|Profit after tax ||42.13 ||67.85 |
|Earning Per Share (EPS) (Rs.) (Basic) ||0.04 ||0.07 |
The Company is an upcoming NBFC and infrastructure company. LMIL's primary focus isproviding inter corporate loans personal loans loans against shares & securitiesloans against properties mortgage loans bills discounting trading in shares &securities. Since the Company is an NBFC it is now developing to position itself betweenthe organized banking sector and local money lenders offering the customers competitiveflexible and timely lending services.
In terms of Dividend Policy your Directors are pleased to recommend the dividend ofRs. 0.01 per equity share of the face value of Rs.1/- each of the Company i.e. 1 %payable to those shareholders whose names appear in the Register of Members as on the BookClosure Date for the Financial Year 2017-18 aggregating to Rs. 937200/- (Rupees ninelakhs thirty seven thousand two hundred only).
The paid up Equity Share Capital as on 31st March 2018 remained at Rs.9.32Crore. During the period under report your Company has not issued any share includingSweat Equity ESOP and/or Convertible Debentures.
The Company's Shares are listed on BSE Limited. The Company has paid Listing fees forF.Y. 2018-19 to the BSE Limited.
PARTICULARS OF HOLDING SUBSIDIARY ASSOCIATE COMPANIES & JOINT VENTURE
The Company has no Holding or Subsidiary or Associates or Joint Venture Company as on31st March 2018.
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).
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
WHISTLEBLOWER POLICY / VIGIL MECHANISM
The Company has laid down a Whistleblower Policy providing a platform to all theDirectors/Employees to report about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy. The mechanism provides foradequate safeguards against victimization of employees to avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee in exceptional cases. Thesaid Policy is posted on the website www.luharukamediainfra.com of the Company.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the Listing Regulations. There are no materially significant related partytransactions made by the Company which may have potential conflict with the interest ofthe Company at large or which warrants the approval of the shareholders. Particulars ofcontracts entered during the year as per Form AOC-2 is enclosed as "Annexure-I"to this Report. However the details of the transactions with Related Party areprovided in the Company's financial statements in accordance with the AccountingStandards. All Related Party Transactions are presented before the Audit Committee and theBoard and requisite Omnibus approval is obtained for the transactions which are foreseenand repetitive in nature.
Particulars of employees and related disclosures
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in "Annexure II" attached herewithand which forms part of this report. No employees were in receipt of remuneration abovethe limits specified in Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were no changes in the directors during the year however Based on therecommendation of the Nomination & Remuneration Committee the Board of Directors atits meeting held on 14th August 2018 appointed Mr. Milin Jagdish Ramani(Din-07697636) as an Additional Director (Non-executive Independent) of the Company witheffect from that date. Pursuant to the provisions of Section 161 of the Act Mr. MilinJagdish Ramani holds office till the date of the ensuing Annual General Meeting and iseligible for appointment. A resolution in this behalf is set out at Item No.5 of theNotice of Annual General Meeting for members' approval.
Retirement by Rotation
In accordance with the provisions of Section 152 of Companies Act 2013 and theCompany's Articles of Association Ms. Deepika Agrawal (DIN 06644785) retires by rotationat the ensuing Annual General Meeting and being eligible offers herself forre-appointment.
Meetings of the Board of Directors
During the year 2017-18 four Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
Key Managerial Personnel (KMP)
The Company has following persons as Key Managerial Personnel under the Companies Act2013
|Sr. No. ||Name of the Person ||Designation |
|1 ||Mr. Ankur Agrawal ||Managing Director |
|2 ||Mr. Sharad Premshankar Mishra ||Chief Financial Officer (Resigned w.e.f. 03.08.2018) |
|4 ||Mr. Pravin Gupta ||Chief Financial Officer (w.e.f. 14.08.2018) |
|3 ||Ms.Bhavana Patel ||Company Secretary (w.e f .13.11.2017) |
Remuneration and other details of the said Key Managerial Personnel for the financialyear ended March 31 2018 are provided in Form No. MGT-9 Extract of the Annual Return.
Evaluation of Board Committees and Directors
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its Independent Directors andalso evaluated the performance of Non-Independent Directors. The Board of Directorsexpressed their satisfaction with the evaluation process. The Board of Directors alsoevaluated the functioning/ performance of Audit Committee Stakeholders RelationshipCommittee Nomination & Remuneration Committee and expressed satisfaction with theirfunctioning/performance.
The Board of Directors and Nomination & Remuneration Committee follows a policyconcerning remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. The Policy also covers criteria for selection and appointment of BoardMembers and Senior Management and their remuneration. The Remuneration Policy is stated inthe Corporate Governance Report and website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement Clause (c) of subsection (3) of Section 134 of theCompanies Act 2013 your Directors confirm
1. That in the preparation of the Annual Accounts for the Financial Year ended March31 2018 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 on March31 2018 on a going concern basis.
5. That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
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.
INDEPENDENT DIRECTOR'S FAMILIARISATION PROGRAMME
With a view to familiarising the independent directors with the Company's operationsas required under the Listing Regulations the Company held programmes for independentdirectors for familiarising them with the Company NBFC industry business model of theCompany their roles rights and responsibilities etc. Details of such familiarizationprogrammes are placed on the Company's website.
DECLARATIONS BY INDEPENDENT DIRECTORS
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 and Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulation 2015 (Listing Regulations) the Company has received individualdeclarations from all the Independent Directors confirming that they fulfill the criteriaof independence as specified in Section 149(6) of the Companies Act 2013.
AUDITORS AND AUDIT REPORTS
The term of M/S. S A R A & Associates Chartered Accountants Statutory Auditors ofthe Company is expiring at the ensuing Annual General Meeting of the Company and thereforethe Board has appointed M/s. R D N A AND CO LLP Chartered Accountants Mumbai as theStatutory Auditors of the Company to hold office from the conclusion of this 37thAGM until the conclusion of the 42nd AGM of the Company subject to the approvalof the Members of the Company.
The Resolution for Auditors appointment has been mentioned in the Notice of the AnnualGeneral Meeting.
The Board placed appreciation for M/S. S A R A & Associates for their work duringtheir tenure.
The Company had appointed M/S. R M MIMANI & ASSOCIATES LLP Mumbai a firm ofCompany Secretaries in Practice to carry out Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the Financial Year 2017 -18. The report of theSecretarial Auditor is annexed to this report as Annexure III.
M/S. Siddhant Shah & Co Chartered Accountants Mumbai has performed their dutiesas Internal Auditors of the company for the F.Y. 2017-18 and their report is reviewed bythe Audit Committee from time to time.
The Company is not required to undertake the cost audit as required under Section 148of the Companies Act 2013
REPORTING OF FRAUD
The Auditors of the company have not reported any fraud as specified under Section143(12) of the Companies Act 2013. Further no case of Fraud has been reported to theManagement from any other sources.
COMMENTS ON AUDITOR'S REPORT
No comments received from Statutory Auditors as they gave non-qualified opinion.
With regard to point no. (i) The company is in the process of transferring its sharesto IEPF as required under Section 124 of companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refunds) Rules2016.
With regard to point no. (ii) Ms. Radhika Tiberewala has resigned from the post ofCompany Secretary & Compliance Officer w.e.f. May 20 2017. After her resignation thecompany was in a process to recruit a suitable candidate for the said post. The Board hasappointed Ms. Bhavana Patel as the Company Secretary KMP and Compliance Officer of theCompany w.e.f November 13 2017. Hence Company is in compliance with section 203 of theCompanies Act 2013.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The Audit Committee of the Board of Directors activelyreviews the adequacy and effectiveness of the internal control system and suggestsimprovements to strengthen the same. It also reviews the quarterly Internal Audit Reports.
COMMITTEES OF THE BOARD OF DIRECTORS
Information on the Audit Committee the Nomination and Remuneration Committee theStakeholders' Relationship & Grievance Committee and meetings of this committees heldduring the year is given in the Corporate Governance Report forming part of this Report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
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 not applicable to theCompany.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT- 9 as requiredunder Section 92 of the Companies Act 2013 is given in Annexure-IV.
MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)
The MDAR as required under Listing Regulation is attached hereto and forming part ofthis Annual Report.
REPORT ON CORPORATE GOVERNANCE
Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report. Certificate from the Auditor regardingcompliance with the conditions stipulated in the Listing Regulations forms part of theCorporate Governance Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year the Company has transferred a sum of Rs. 49126/- to the InvestorEducation and Protection Fund in compliance with provisions of the Companies Act 2013which represents unclaimed dividend.
DISCLOSURES UNDER THE COMPANIES ACT 2013 AND LISTING REGULATIONS:
POLICY ON PREVENTION SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line on Prevention Prohibition and Redressal of SexualHarassment with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. All employees (permanentcontractual temporary trainees) are covered under the said policy. An InternalComplaints Committee has also been set up to redress complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment from any of the women employees of the Company.
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 ManagingDirector is given at the end of the Corporate Governance Report.
PROHIBITION OF INSIDER TRADING
With a view to regulate trading in securities by the directors and designatedemployees the Company has adopted a code of conduct for prohibition of insider trading.
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.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34(2)(c) of the Listing (Obligationsand Disclosure Requirements) Regulations 2015 and requirements of Companies Act 2013the Cash Flow Statement for the year ended on 31.03.2018 is annexed hereto as a part ofthe Financial Statements forming a part of Annual Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
1. MS Shoes East Ltd claimed that Hindustan Stockland Limited (Now known as LuharukaMedia & Infra Limited) failed to fulfill underwriting of debentures in year 1995. Thesaid matter is pertaining to the period prior to takeover by current management. Thematter is under litigation before the Hon'ble Delhi High Court.
2. The Company has entered into a Development Agreement with M/s. Krishna SagarBuilders Ltd. to develop a property situated at Charkop Village Kandivali (West)admeasuring total area of 1138.78 Sq. Mtrs. The present status of the project developmentsis under litigation.
3. The company has entered into a Joint Venture Agreement with M/s. Krishna Developersthrough its proprietor Mr. Rajeev Kashyap to develop the property situated at CTS No.484at Gulmohar Road Juhu Mumbai. The present status of the project developments is underlitigation.
4. The Securities And Exchange Board of India (SEBI) vide its order dated November 72017 imposed penalty of Rs.700000/- for contravention of provisions of the Regulation 35of SAST Regulations 2011. The penalty is imposed for delay in disclosure of open offerdated January 17 2008 made by Mr. Arun Dagaria and Mr. Chirag Shah. The said matter ispertaining to period prior to takeover by current management. However the Companydeposited the penalty amount and complied with the said order.
5. Mrs. Kavita Agrawal one of the shareholder filed complaint against the companybefore the Hon'ble Delhi High Court and SCORES for non receipt of share certificate.However Mrs. Kavita Agrawal withdrew complaint from SCORES.
6. As per the SEBI vide its letter bearing no. SEBI/HO/ISD/OW/P/2017/18183 dated August7 2017 Luharuka Media & Infra Ltd was identified as one of shell company by Ministryof Corporate Affairs and accordingly the BSE Ltd had initiated that these company shareshas been moved to GSM framework under Stage VI w.e.f August 8 2017. Therefore as per theprovisions of GSM framework the trading of the securities shall be permitted once a month.
Subsequently BSE Ltd under directions from SEBI asked the Company to submit variousdocuments and clarifications in this regard which were promptly submitted by the Company.
BSE Ltd after review of the documents and clarifications submitted by the Companyfurther issued Exchange Notice No. 20180209-22 dt. 09/02/2018 wherein the trading insecurities of the company was reverted to the status as it stood prior to issuance ofletter dt. 07/08/2017 by SEBI with effect from 12/02/2018. Further the promoters anddirectors in these Companies are permitted only to buy the securities and they are notallowed to sell their existing holding.
BSE Ltd also appointed M/s. Satya Prakash Mangal & Co. Chartered Accountants("Audit firm") as Forensic Auditor vide its letter dated 20/02/2018 being ref.no. L/SURV/OFL/KM/2017-18/SHELL/COMP/512048/2. The forensic auditor asked for severaldocuments and raised queries from time to time. The company has submitted the requisiteinformation to them. The Forensic Auditor held its closure meeting on 18/04/2018 whereinthey met the KMPs of the Company and asked relevant queries in person which were dulyresponded to by the company. No further order or direction has been received by thecompany from the Forensic Auditor.
Above mentioned orders are available on websites of SEBI and BSE Limited.
Your directors take this opportunity to place on record their warm appreciation for thevaluable contribution unstinted efforts and the spirit of dedication by the employees andofficers at all levels in the progress of the Company during the year under review.
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 14 2018 || |