BOARD'S REPORT
TO
THE MEMBERS
Your Directors have pleasure in presenting their 47th Annual Report
together with the Audited Statement of Accounts for the Year ended March 31, 2023.
FINANCIAL RESULTS
Particulars |
Year ended |
Year ended |
|
31.03.2023 |
31.03.2022 |
|
Rs. |
Rs. |
Revenue from Operations |
40.67 |
69.74 |
Other Income |
26.20 |
89.79 |
Profit/(Loss) Before Tax |
(739.17) |
(11.30) |
Tax Expense |
|
|
Current Tax |
- |
11.20 |
Earlier Year Tax |
0.03 |
- |
Deferred Tax |
(85.12) |
(14.64) |
Profit after Tax |
(654.08) |
(7.86) |
ACTIVITIES
Your Company is engaged in the Business of Real Estate Development and
also providing Advisory and Consultancy Services. The Company received income from Sale of
Flats (Ready to Move) amounting to Rs. 40.67 Lakhs in the current year as against Rs.
69.74
Lakhs in the previous year. The loss after tax has been Rs. 654.08
Lakhs against the profit after tax of Rs. 7.86 Lakhs 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 year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT HAVE OCCURRED AFTER MARCH 31, 2023 TILL THE DATE OF THIS REPORT
No material changes or commitments affecting the financial position of
the Company have occurred between the end of the financial year of the Company to which
the financial statements relate and till the date of this Report.
DIVIDEND
In view of loss during the year, your Directors do not recommend
payment of any dividend.
AMOUNTS TRANSFERRED TO RESERVES
During the financial year 2022-223, no amount was transferred to
General Reserve of the Company.
BUSINESS OUTLOOK
Your Company's advances to Ansal Landmark Townships Private
Limited were transferred to Ansal Landmark (Karnal) Township Private Limited which had
been set up to run the Karnal Project in terms of Business Transfer Agreement dated 2nd
April, 2012 signed by the Company with Ansal Landmark (Karnal) Township Private Limited.
The Company became entitled to allotment of Plots, Flats in Group Housing / commercial
property in the residential townships at Ghaziabad and at Karnal. Your Company has still a
balance advance of Rs, 35.26 Cr 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, all efforts 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 share capital of the Company.
DEBENTURE
During the year under review the Company has not issued any debentures.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES
WITH DIFFERENTIAL RIGHTS
The Company has not issued any sweat equity shares or equity shares
with differential rights during the financial year 2022-23.
DIRECTORS
Sh. Dinkar Nath Singh (DIN: 02173314) retires by rotation at the
ensuing 47th Annual General Meeting. Being eligible and having consented, the Board
recommends his re- appointment. A detailed profile of Sh. Dinkar Nath Singh, along-with
additional information required under
Regulation 36(3) of SEBI (LDOR) Regulations is provided in the Notice
convening the 47th Annual General Meeting.
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013.
The Board currently comprise of One Managing Director, viz: Shri Gaurav
Dalmia, Three Non-Executive Independent Directors, viz: Shri D N Davar, J. K. Kapur and
Sh. Ambarish Chatterjee, and Two Non-Executive Non-Independent Directors, viz: Sh. D. N.
Singh and Smt. Sharmila Dalmia.
KEY MANAGERIAL PERSONNEL
Shri Gaurav Dalmia, Managing Director (MD), Shri Arvind Vachaspati as
the Chief Financial Officer (CFO) and Shri Ankit Bhatia as the
Company Secretary (CS) are continuing as 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, Business Model, the Industry, the Socio-economic environment in which the
Company operates, the operational and financial performance of the Company and significant
developments in the legal 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 all the documents sought by them for enabling a good understanding of the
Company, its various operations 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 |
2021-22 |
1 |
1 |
All Independent Directors |
2022-23 |
1 |
1 |
All Independent Directors
except Sh. D N Davar |
Cumulative |
8 |
8 |
|
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 set out as separate Annexure "A", together with the
Certificate from the Auditors of the Company regarding compliance with
the requirements of Corporate Governance as stipulated 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 the same are given in the Corporate Governance Report annexed hereto. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015.
AUDIT COMMMITEE
The composition and other details of the Audit Committee are given in
the Corporate Governance Report annexed hereto.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors
would like to state that: i) In the preparation of the annual accounts, the applicable
accounting standards have been followed. ii) The Directors have selected such accounting
policies and applied them consistently and made judgments and estimates as were reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
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 the Company and ensured that
such internal financial controls are adequate and were operating effectively. vi) The
Directors have devised proper system to ensure compliance with the provisions of 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 the Statutory Auditors to report to the Audit Committee and /or Board under
Section 143(12) of the Act and Rules framed thereunder.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
There are no significant material orders passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its
future operations.
RELATED PARTY POLICY AND TRANSACTIONS
The Company has framed a Related Party Transactions Policy on the
recommendation of the Audit Committee and approval by the Board of Directors. This is
posted on the Company's website.
The related party transactions were approved by the shareholders
through separate Special 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 the Directors on the Board of Directors of the Company and also to Senior
Management Personnel.
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 be followed by the Directors and the senior management personnel in their
business dealings and in particular on matters relating to integrity in the work place, in
business practices, and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed their compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil (Whistle Blower) Policy which aims to provide a
channel to the Directors, employees and other stakeholders to report genuine concerns
about unethical behavior, actual or suspected default or violation of codes of conduct or
policy.
Shri D. N. Davar, Director and the Chairman of the Audit Committee, has
been appointed, in the meeting of Board held on August 29, 2022 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 the Chairman 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 controls system and such internal financial controls are effectively.
The Company has entrusted its internal audit to M/s M. L. Puri &
Company, a reputed firm of Chartered Accountants. The main thrust of the internal audit
process is on the test check and review of controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board, from time to time.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code prohibits the purchase or sale of Company's shares
by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation 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 the observations and comments given in the Report read together with
relevant notes to accounts are self-explanatory and hence, do not call for any further
comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report from a Company Secretary in Practice. The
Secretarial Audit report is annexed herewith as Annexure "B."
AUDITORS
(a) STATUTORY AUDITORS
Members of the Company at the 46th Annual General Meeting held on
September 30, 2022, approved the appointment of M/s V. Shankar
Aiyar & Co., Chartered Accountants (Firm Registration Number
109208W) as the Statutory Auditors of the Company to hold office of 5 (Five) years from
the conclusion of the 46th AGM up to the conclusion of the 51st AGM of the Company.
M/s V. Shankar Aiyar & Co. would continue to act as Statutory
Auditors of the Company.
As required under Regulation 33(1) (d) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, M/s M/s V. Shankar issued by the Peer Review
Board of the Institute of Chartered Accountants of Aiyar&Co.haveconfirmed
India.
(b) SECRETARIAL AUDITORS
M/s. RD & Associates, Company Secretaries, conducted Secretarial
Audit for the financial year ended on March 31, 2023.
ANNUAL RETURN:
The Annual Return of the Company as on March, 31, 2023 is available on
the Company's website www.landmarkproperty.in.
MANAGERIAL REMUNERATION
The details of Managerial Remuneration forming part of Annual Return of
the Company which is available on the Company's website www. landmarkproperty.in.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Nomination and Remuneration Policy is given in
Annexure "C".
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of its own performance, the Directors individually, as well as
the evaluation of the working of all its Committees. The Criteria for Performance
Evaluation is given in Annexure "D". Further, the Independent Directors, at
their exclusive meeting held during the year, reviewed the performance of the Board, its
Chairman and Non-Executive Directors and other items as stipulated under the Listing
Regulations.
RISK MANAGEMENT
The Company has a Risk Management Policy to identify, monitor and
minimize risks as also identify business opportunities.
At present the Company has not identified any element of risk which may
threaten the existence 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 Buildcon Consortium Pvt Ltd @ 18% quarterly and 19% monthly interest and the
current total principal amount outstanding as on 31.03.2023 is 217.83 Lakhs and 150 Lakhs
respectively. The Company has not given any guarantees covered under the provisions of
Section 186 of the Companies Act, 2013.
The details of the investments made by Company are given in the notes
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, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
Particulars required to be disclosed in terms of Section 134(3)(m) are
not applicable to the Company.
DEPOSITS
During the year under review, your Company did not accept any deposit
within the meaning of the provisions of Chapter V Acceptance of Deposits by
Companies read with 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 the time being. Your Company, however, still intends to take some initiatives
on its own in this behalf wherever possible.
COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with
applicable Secretarial Standards specified by the Institute of
Company Secretaries of India pursuant to Section 118 of the Companies
Act, 2013.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Pursuant to the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there
under, the Company has an Internal Complaint Committee.
However, there was no compliant received from any person during the
financial year 2022-23 and hence no complaint is outstanding as on
March 31, 2023 for redressal.
UNCLAIMED DIVIDEND
The dividend remained unclaimed for a period of seven years was
deposited in Investor Education and Protection Fund (IEPF).
MAINTENANCE OF COST RECORDS
The provisions of Section 148 of the Act relating to maintenance of
cost records is not applicable to the Company.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
No application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2022-23.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not availed any loan facility from the Banks or
Financial Institutions during the financial year 2022-23.
ACKNOWLEDGEMENT
Your Directors wish to express their gratitude for the support received
from the Government Authorities, Institutions and Members.
Your Directors also wish to place on record their appreciation for the
contribution made by the employees at all levels. Your Directors also wish to thank the
Company's business associates and banks for their continued 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 : August 7, 2023 |
|