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Luharuka Media & Infra Ltd.

BSE: 512048 Sector: Financials
NSE: N.A. ISIN Code: INE195E01020
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NSE 05:30 | 01 Jan Luharuka Media & Infra Ltd
OPEN 0.78
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VOLUME 50
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P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.75
Buy Qty 1.00
Sell Price 0.80
Sell Qty 7.00
OPEN 0.78
CLOSE 0.78
VOLUME 50
52-Week high 0.82
52-Week low 0.35
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.75
Buy Qty 1.00
Sell Price 0.80
Sell Qty 7.00

Luharuka Media & Infra Ltd. (LUHARUKAMEDIA) - Director Report

Company director report

To the Members of the Company

Your Directors have pleasure in presenting the 38th Annual Report on the business andoperations of your Company with Audited Accounts for the Financial year ended March 312019. The financial results of the Company are summarized below:

FINANCIAL RESULTS

PARTICULARS For the year ended March 31 2019 For the year ended March 31 2018
Revenue from Operations 10716653 19906616
Other Income 61798 -
Total Revenue from Operations 10778451 19906616
Total Expenses 7130619 14516235
Profit before Tax 3647832 5390381
Current Tax Expenses 971500 1421900
Deferred Tax (17161) -
Tax of earlier years (6830) (244314)
Profit for the Year 2700323 4212795
Earnings Per Share (EPS) 0.03 0.04

OPERATIONS

Luharuka Media & Infra Limited (LMIL) is a NBFC and infrastructure Company. LMIL'sprimary focus is providing inter corporate loans personal loans loans against shares& securities loans against properties Mortgage Loans Auto / Home Loans tradefinancing bills discounting trading in shares & securities and arbitrage business instock and commodity market along with development of residential commercial and retailproperties. Since the Company is NBFC it is now developing to position itself between theorganized banking sector and local money lenders offering the customers competitiveflexible and timely lending services.

FINANCIAL PERFORMANCE

The Revenue from operation stood at Rs. 10716653 compared with Rs. 19906616 inthe Previous Year. The Net Profit for the year stood at Rs. 2700323 against Rs.4212795 reported in the Previous Year.

DIVIDEND

Based on Company's Financial performance the Shareholders at the 37th Annual GeneralMeeting held on September 24 2018 had approved the payment of a Final Dividend for thefinancial year 2017-18 @ of Rs. 0.01 per Equity Share (face value of Re. 1/- each) i.e.@1%.

Further based on the financial performance of the Company for the year 2018-19 andwith a view to conserve financial resources the Board of Directors have not recommendedany dividend for the period under review.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 remained at Rs. 93720000.During the period under review your Company has not issued any share including SweatEquity ESOP and/or Convertible Debentures.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATIONANDPROTECTION FUND (IEPF) AUTHORITY

Pursuant to the applicable provisions of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (including any statutory modification(s) and / or reenactment(s) thereof for thetime being in force) during the year under review the unpaid/unclaimed dividend for thefinancial year 2010-11 and further 91652 shares for which no dividend was claimed forseven consecutive years were transferred to the IEPF Authority established by the CentralGovernment. The list of shareholders whose shares and dividends were transferred to IEPFAuthority was made available on the website of the Company at www.luharukamediainfra.com

Further the Members may note that the Company will be transferring unpaid/unclaimeddividend and the shares to the IEPF Authority for its Dividend Account of financial year2011-12 which is due in October 2019. The Company will be sending individualcorrespondence to respective shareholders and will be publishing newspaper advertisementfor claiming the unpaid/unclaimed dividend in respect of which dividend has not beenen-cashed or claimed by the members for 7 consecutive years or more. The shareholders areonce again requested to claim their unpaid/unclaimed dividend to avoid the transfer toIEPF Authority.

Members who have not yet en-cashed their Final Dividends from financial year 2011-12and thereafter are requested to make their claims to the Company / RTA. Members arerequested to quote folio numbers / DP ID – Client ID in all their correspondence.

TRANSFER TO RESERVES

There was no amount from profit which was transferred to General Reserves during theyear under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements as on March31 2019 forming a part of this Annual Report.

DEPOSITS

During the year under review your Company has not accepted any Deposits 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 HOLDING SUBSIDIARY ASSOCIATE COMPANIES & JOINT VENTURE

The Company has no Holding or Subsidiary or Associates or Joint Venture Company as on31st March 2019. Accordingly the Company has no material Subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage and ethnicity that will help us retain our competitive advantage.

Your Company's Board comprises a mix of Executive Directors Non-Executive DirectorsIndependent Directors and Woman Director with considerable experience and expertise acrossa range of fields such as finance accounts legal Secretarial and strategy. ExceptExecutive Director and Independent Directors all other directors are liable to retire byrotation as per the provisions of the Act. It is confirmed that there is no relationshipbetween the directors' inter–se apart from Mr. Ankur Anil Agrawal and Ms. DeepikaAnil Agrawal who are related to each other.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission perquisites and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committees of the Company.

The details of the Directors their meetings held during the year and the extracts ofthe Nomination and Remuneration Policy has been given in the Corporate Governance Reportwhich forms part of this Report.

In accordance with the provisions of Section 152 of the Act Ms. Deepika Anil AgrawalDirector retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment. The Board recommends re-appointment for theconsideration of the Members of the Company at the forthcoming Annual General Meeting.Brief profile of Ms. Deepika Agrawal has been given in the Notice convening the AnnualGeneral Meeting.

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013.

All Independent Directors have given declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

The following are the Board of Directors of the Company:

Sr. No. Name of the Person DIN Category
1 Mr. Ankur Anil Agrawal 06408167 Managing Director
2. Ms. Deepika Anil Agrawal 06644785 Non-Executive Director
3 Mr. Devendra Lal Thakur 00392511 Independent Director
4 Mr. Milin Jagdish Ramani 07697636 Independent Director (appointed w.e.f. 14.08.2018)
5 Mrs. Suchi Bansal 02330778 Independent Director (resigned w.e.f 14.12.2018)

There was no change in the composition of Board of Directors during the year underreview except Mr. Milin Ramani who was appointed as Independent Director of the Companyfor a period of 5 years at the 37th Annual General Meeting of the Company held onSeptember 24 2018. Further Mrs. Shuchi Bansal- Independent Director of the Companyresigned w.e.f 14.12. 2018 due to personal reason other personal engagement andavailability of time. There was other material reason other than mentioned above.

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. Pravin Gupta Chief Financial Officer (appointed w.e.f. 14.08.2018)
3 Mr. Sharad Premshankar Mishra Chief Financial Officer (resigned w.e.f. 03.08.2018)
4 Ms. Bhavana Patel Company Secretary (resigned w.e f .12.04.2019)

However Company is under process to recruit a suitable candidate for the post ofCompany Secretary.

Remuneration and other details of the said Key Managerial Personnel for the financialyear ended March 31 2019 are provided in the Corporate Governance Report.

Board Evaluation

The Board of Directors have carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the CompaniesAct 2013 and SEBI Listing Regulations.

The performance of the Board was evaluated after seeking inputs from all the Directorson the basis of criteria such as the board composition and structure effectiveness ofboard processes information and functioning etc. The performance of the committees wasevaluated by the Board after seeking inputs from the Committee Members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofIndividual Directors on the basis of criteria such as the contribution of the IndividualDirector to the Board and Committee Meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the Board Meeting that followed the Meeting of the Independent Directors and meetingof Nomination and Remuneration Committee the performance of the Board its Committeesand Individual Directors was also discussed.

Number of Board Meetings

During the year 4 (Four) Board Meetings were conducted. The details of the meetings andattendance thereof has been given in Corporate Governance Report forming part of thisAnnual Report.

Remuneration Policy for the Directors Key Managerial Personnel and other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the SEBI Listing Regulations the Nomination and RemunerationCommittee is responsible for formulating the criteria for determining qualificationpositive attributes and independence of a Director. The Nomination and RemunerationCommittee is also responsible for recommending to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees.

The Company has a Nomination and Remuneration Policy for Directors and SeniorManagerial Personnel approved by the Nomination and Remuneration Committee and the Board.The policy is available at the website of the Company at www.luharukamediainfra.com

Independent Directors

In terms of Section 149 of the Companies Act 2013 and the SEBI Listing RegulationsMr. Devendra Lal Thakur and Mr. Milin Jagdish Ramani are the Independent Directors of theCompany as on date. The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 read with rules framed there under andRegulation 16(1)(b) of the SEBI Listing Regulations.

Familiarization program for Independent Director(s)

The Company had conducted various sessions during the financial year to familiarizeIndependent Directors with the Company their roles responsibilities in the Companynature of the industry business model processes & policies and the technology andthe risk management systems of the Company. The details of such familiarizationprogrammers' and conditions of their appointment are displayed on the website of theCompany.

Committees of the Board

The following statutory Committees constituted by the Board function according to theirrespective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance which forms a part of thisAnnual Report. Further during the year under review all recommendations made by the allthe Committees have been accepted by the Board.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)

As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Management Discussion and Analysis Report is part ofthis Annual Report .The state of the affairs of the business along with the financial andoperational developments has been discussed in detail in the Management Discussion andAnalysis Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the SEBI Listing Regulations a Cash Flow Statementfor the year ended on March 31 2019 is annexed hereto as a part of the FinancialStatements forming a part of this Annual Report.

The Company does not have any subsidiaries and hence not required to publishConsolidated Financial Statements.

LISTING WITH THE STOCK EXCHANGES

Your Company's equity shares are listed on the BSE Limited. Annual listing fees for theFinancial Year 2018-19 and 2019-20 have been paid to BSE Limited.

CORPORATE GOVERNANCE REPORT

Our Corporate Governance practices are a reflection of our value system encompassingour culture policies and relationships with our stakeholders. Integrity and transparencyare key to our corporate governance practices to ensure that we gain and retain the trustof our stakeholders at all times. Corporate Governance is about maximizing shareholdervalue legally ethically and sustainably.

Pursuant to SEBI Listing Regulations a separate chapter titled ‘CorporateGovernance Report' has been included in this Annual Report along with the report onManagement Discussion and Analysis.

All Board Members and Senior Management Personnel have affirmed the compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the ManagingDirector of the Company is annexed to the Corporate Governance Report.

The Managing Director and Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as required under Regulation 17(8) ofthe SEBI Listing Regulations. Certificate from the Secretarial Auditors regardingcompliance of conditions of Corporate Governance is annexed to the Corporate GovernanceReport.

RELATED PARTY TRANSACTIONS

The Company has revised its Policies on determining materiality of related partytransactions and also on dealing with Related Party Transactions in accordance with theamendments to the applicable SEBI Listing Regulations. The same has been posted on thewebsite of the Company at www.luharukamediainfra.com. During the year under review theCompany has entered into transactions with related parties as defined under Section 2(76)of the Companies Act 2013 read with Companies (Specification and Definitions Details)Rules 2014 all of the which were at arm's length basis and in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI Listing Regulations. Omnibusapprovals are given by the Audit Committee for the transactions which are foreseen andare repetitive in nature on yearly basis. A statement of all Related Party Transactions ispresented before the Audit Committee and the Board on a quarterly basis specifying thenature value and terms & conditions of the transactions. The said transactions wereunanimously confirmed and approved by the Audit Committee as well as by the Board.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 along with the justification for enteringinto such contract or arrangement in Form AOC-2 is given as Annexure-1 ofthis Report. However the Directors draw attention of the members to the Notes of theStandalone Financial Statement which sets out related party transaction disclosures.

Further the approval of the Shareholders is sought for the transactions entered/to beentered with the related party(ies) exceeding 10% of the turnover of the Company asprovided under Rule 15 of the Companies (Meeting of Board and its Power) Rules 2015 forthe financial year 2018-19 and 2019-20. (Please refer to Item No. 3 of the Notice). TheBoard recommends the approval of the shareholders for the related party transactions.

AUDITORS

Statutory Auditor

M/s. R D N A and Co. LLP Chartered Accountant were appointed as the Statutory Auditorsof the Company at 37th Annual General Meeting ("AGM") to hold office for aperiod of five years commencing from the conclusion of the 37th AGM held on 24thSeptember 2018 till the conclusion of the 42nd AGM of the Company.

The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom continuing as Statutory Auditors.

Further the report of the Statutory Auditors along with the notes is enclosed with theFinancial Statements. The Auditors have issued modified opinion on the FinancialStatements for the financial year ended March 31 2019 as mentioned below:

The Company has done Contravention of Accounting Standard 15 on Accounting forretirement benefit of employees. As stated in Point No. 9 of Note No. 1 of significantAccounting Policies followed by the company the company is not making any provision forthe Gratuity as the same in accounted for on payment basis. This is contravention ofAccounting Standard 15 on Accounting for retirement benefits of employees and Whole-TimeCompany Secretary resigned in April 2019 and as on report date No Whole Time CompanySecretary in Company this is contravention of Section 203 of the Act read with companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Management's Explanation:

For-payment of gratuity it is accounted for on payment basis and the Company is underprocess to recruit a suitable candidate for the post of Company Secretary.

Further the Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013.

Secretarial Auditor:

M/s. R M Mimani & Associates LLP Practicing Company Secretaries were appointed asSecretarial Auditors of the Company to conduct a Secretarial Audit of records anddocuments of the Company for Financial Year 2018-2019. The Secretarial Audit Report forthe financial year ended March 31 2019 under Companies Act 2013 issued by M/s R. M.Mimani & Associates LLP Practicing Company Secretaries in the prescribed FormMR-3 is annexed as Annexure-2 to this Report.

Internal Auditor

M/s. Siddhant Shah and Associates Practicing Chartered Accountants Mumbai performsthe duty as Internal Auditor of the Company for the Financial Year 2018-19 and theirreports are reviewed by the Audit Committee on quarterly basis and recommended to theBoard. Further M/s. Siddhant Shah and Associates Practicing Chartered AccountantsMumbai continue to act as Internal Auditors of the Company for the Financial Year 2019-20.

Cost Auditor

The Company is not required to appoint cost auditor pursuant to provisions of Section148 of the Companies Act 2013 and rules made thereunder.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company as part of the ‘vigil mechanism' has in place a ‘WhistleblowerPolicy' to deal with instances of fraud and mismanagement if any. The WhistleblowerPolicy has been placed on the website of the Company viz www.luharukamediainfra.com. Thisvigil mechanism of the Company is overseen by the Audit Committee and provides adequatesafeguard against victimization of employees and also provide direct access to theChairperson of the Audit Committee in exceptional circumstances. During the year underreview the Company has not received any complaint.

INTERNAL CONTROL SYSTEMS:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

Internal Financial Controls over Financial Reporting (IFCoFR)

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls apart from theobservations mentioned by the Auditors appearing elsewhere in this Report. Based on theframework of Internal Financial Controls and compliance systems established and maintainedby the Company audit and reviews performed by the Internal Statutory and SecretarialAuditors and the reviews undertaken by the Management and the Audit Committee the Boardis of the opinion that the Company's Internal Financial Controls have been adequate andeffective during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub- section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained /received from the operating management your Directors make the following statement andconfirm that-

i. In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and there are no material departures.

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technology Absorption:

The operations of the Company are entirely service based and thus essentially theCompany is non-energy intensive organization. The Company has optimization of power usageas well as higher operational efficiency. Further the Company has reduced the powerconsumption during the year through monitoring energy use and installing LED lights. TheCompany's operations do not require significant import of technology.

Foreign Exchange Earnings and Outgo: Total Foreign Exchange used and earned by theCompany is as follows:

Particulars Year Ended 31 March 2019 Year Ended 31 March 2018
Foreign Exchange Used - -
Foreign Exchange Earned - -

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has zero tolerance towards any action on the part of any employee which mayfall under the ambit of ‘Sexual Harassment' at workplace and is fully committed toprovide a safe and conducive work environment to all its employees and associates touphold and maintain the dignity of every women employee working in the Company. TheCompany's Policy provides for protection against sexual harassment of women employees atworkplace and for prevention and redressal of such complaints. During the year underreview the Company has not received any complaint. No cases of child labour forcedlabour and involuntary labour were reported during the year.

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations requires listed companies to lay downa code of conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has also adopted a Code ofConduct for Directors and senior management. The Company believes in "ZeroTolerance" against bribery corruption and unethical dealings / behaviors of any formand the Board has laid down the directives to counter such acts. A declaration duly signedby the Managing Director is given under Corporate Governance Report appearing elsewhere asa separate section in this Annual Report. 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.

PREVENTION OF INSIDER TRADING

The Company has amended the Insider Trading Policy with effect from April 01 2019 inline with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. Thispolicy includes policy and procedures for inquiry in case of leak of UPSI or suspectedleak of UPSI. The code of conduct and code of fair disclosure framed by the Company havehelped in ensuring compliance with the requirements. The amended policy is available onour website at www.luharukamediainfra.com

RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has adequaterisk management mechanism and is periodically reviewed by the Board. The major risksidentified by the business are systematically addressed through mitigating actions on acontinuing basis and cost-effectively risks are controlled to ensure that any residualrisks are at an acceptable level. Whilst it is not possible to eliminate the riskabsolutely effort is underway to actively promote and apply best practices at all levelsand to all its activities including its dealing with external partners.

Further your Company has put in place a Risk Management Policy which aims at enhancingshareholders' value and providing an optimum risk-reward trade off. The risk managementapproach is based on a clear understanding of the variety of risks that the organizationfaces disciplined risk monitoring and measurement and continuous risk assessment andmitigation measures.

EXTRACT OF ANNUAL RETURN

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of the Annual Return in Form MGT-9is annexed herewith as Annexure - 3 to this Report.

SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 withrespect to Board Meetings and General Meetings respectively specified by the Institute ofCompany Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not come under the purview of the provisions of Section 135 of theCompanies Act 2013 read with the Rules prescribed therein relating to Corporate SocialResponsibility.

HUMAN RESOURCES (HR) AND PARTICULARS OF EMPLOYEES

As on March 31 2019 the Company had a total head count of 5 employees. The Directorswish to place on record their appreciation and acknowledgment of the efforts anddedication and contributions made by employees at all levels during the year under review.The Company continues to focus on attracting new talent & help them to acquire newskills explore new roles and realize their potential The disclosure pertaining toremuneration and other details as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure - 4 to this Report.

During the year under review there are no employees who come within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations and legal compliances apart from below:

- Ex-parte order dated December 10 2018 of Hon'ble High Court of Delhi in matter ofTomorrowland Technologies Exports Limited through Mr. Pavan Sachdeva the Company had paidRs. 10 lakhs to Tomorrowland Technologies Exports Limited through Mr. Pavan Sachdeva andfurther the Company had received the letter dated May 14 2019 from SEBI for delay in thedisclosure of aforesaid details as per Regulation 30 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

- The Company has entered into a Development Agreement with M/s. Krishna Sagar BuildersLtd. to develop a property situated at Charkop Village Kandivali (West) admeasuring totalarea of 1138.78 Sq. Mtrs. The present status of the project developments is underlitigation.

- 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.

- 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 dated 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 itsletter dated 20/02/2018 being ref. no. L/SURV/OFL/KM/2017-18/ SHELL/COMP/512048/2. Theforensic auditor asked for several documents and raised queries from time to time. Thecompany has submitted the requisite information to them. The Forensic Auditor held itsclosure meeting on 18/04/2018 wherein they met the KMPs of the Company and asked relevantqueries in person which were duly responded to by the company. No further order ordirection has been received by the company from the Forensic Auditor.

ACKNOWLEDGEMENT

Your Directors takes this opportunity to place on record our deep appreciation to ourshareholders customers business partners vendors bankers financial institutionsregulatory and government authorities for all the support rendered during the year underreview.

The Directors also thank the Government of India Governments of various states inIndia and concerned Government departments and agencies for their co-operation.

The Board places on record sincere gratitude and appreciation for all the employees atall levels for their hard work solidarity cooperation and dedication during the year andtheir families for making the Company what it is.

BY ORDER OF THE BOARD OF DIRECTORS OF LUHARUKA MEDIA & INFRA LIMITED

SD/-
ANKUR ANIL AGRAWAL
MANAGING DIRECTOR
DIN: 06408167
DATE: AUGUST 08 2019
PLACE: MUMBAI