DIRECTORS' REPORT TO THE MEMBERS Your Directors are pleased to present the 39th Annual Report together with the Audited Statement of Accounts for that year. ended March 31, 2015. ACTIVITIES Your Company is engaged in the business of real estate development, and providing advisory and consultancy services. Your Company continues to provide advisory services to overseas investors from the year 2009 onwards .The Company received Rs. 2,73,56,565/- as income from advisory services in the current year as against Rs. 3,59,57,520/- in the previous year. The profit after tax has been Rs.1,13,54,937/- against Rs.2,60,48,654/- in the previous year. No material changes and developments have taken place since the close of the Financial Year. DIVIDEND In view of insufficient profits, your Directors do not recommend payment of any dividend. 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 since been allotted flats (including semi finished flats) and Plots against adjustment of Rs.14,47,83,799 /-, leaving a balance advance of Rs, 35,45,91,040/. Further allotments are expected in due course. The real estate maket continues to be slow , pan India .However all efforts are being made to sell all the stock of plots /flats in the Company's inventory. DIRECTORS Shri H. L. Agarwal, Director of the Company, retires by rotation at the ensuing 39th Annual General Meeting. Being eligible and having consented, the Board recommends his re- appointment. Details of Shri H. L. Agarwal are provided in the Notice convening the 39th Annual General Meeting. Shri G.P.Gupta , an independent director submitted his resignation to the Board on January 30, 2015 due to health reasons. The same was accepted by the Board in its meeting held on February 02, 2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Shri G.P.Gupta towards the growth and development of the company during his tenure as a director. The Board also on behalf of the members wishes Shri G.P.Gupta a long and healthy life. During the year , Shri Jai Karan Kapur was appointed as an Additional Director in the category of Independent Director with effect from March 31, 2015 . In terms of Section 161 of the Companies Act, 2013, he holds office upto the date of forthcoming 39th Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his name for the office of Director. Smt.Sharmila Dalmia was also appointed as an as an Additional Director in the category of Promoter Director and also as Woman Director with effect from March 31, 2015. In terms of Section 161 of the Companies Act, 2013, she holds office upto the date of forthcoming 39th Annual General Meeting . The Company has received requisite notice in writing from a Member proposing her name for the office of Director. Shri Jai Karan Kapur, the existing Additional Director shall be appointed as an Independent Director at the forthcoming 39th Annual General Meeting to be held this year in terms of Section 149 of the Companies Act, 2013 for a period of 5 years with effect from March 31, 2015. He shall hold the office of the Independent Director, not liable to retire by rotation. Smt. Sharmila Dalmia , the existing Additional promoter Director, shall be appointed as a Director, not liable to retire by rotation, at the forthcoming 39th Annual General Meeting. She shall hold office the of promoter Director, not liable to retire by rotation. 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. KEY MANAGERIAL PERSONNEL The appointment of Shri Gaurav Dalmia , Managing Director and CEO , Shri Rajeev Kumar Nair , Chief Financial Officer and Shri Suresh Kumar Chawla , Company Secretary as Key Managerial Persons was noted at the Board Meeting held on May16,2014 and requisite forms were filed in time . There has not been any change since then. FAMILIARZATION PROGRAMME FOR INDEPENDENT DIRECTORS The Board members are provided with necessary documents, reports, and policies to enable them familarize with the Company's procedures and practices. Periodic presentations on business of Company are made at the Board Meetings . BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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. Criteria for preformance evaluation is given in Annexure "E". 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 "D". BOARD MEETINGS During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. AUDIT COMMMITEE The composition and other details of the Audit Committee are given in the Corporate Governance Report . 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 that 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. vj The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. v) 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. RELATED PARTY TRANSACTIONS: All related party transactions were approved by the shareholders through three separate Special Resolutions at their Annual General Meeting held on September 30, 2014. The details of the same are given in the Corporate Governance Report. MANAGERIAL REMUNERATION The details of managerial remuneration are given in Form MGT-9 which is annexed herewith as " Annexure C". 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 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 and employees to report genuine concerns about unethical behaviour, 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 been approved 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 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 observations made in the Auditors' Report read together with relevant notes thereon 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 The Auditors V Sankar Aiyar & Co., Chartered Accountants, New Delhi , retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure C". BUSINESS 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. CORPORATE GOVERNANCE The Corporate Governance, 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 Clause 49 of the Listing Agreement. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The company has not given any loans or 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. INTERNAL CONTROL SYSTEMS Your Company has effective and adequate control systems. 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 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. 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. Foreign Exchange Earned : Advisory Services : Rs. 273.57 lakh and Foreign Exchange Outgo : Rs. Nil 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. UNCLAIMED DIVIDEND / UNCLAIMED SHARE CERTIFICATES The dividend remaining unclaimed for a period of seven years is compulsorily required to be deposited in Investor Education and Protection Fund (IEPF) . Your Company has unclaimed dividend amount of Rs. 1,47, 126/- as on 31st March, 2015 for the year 2012-13 , as declared at the Annual General Meeting held on September 30, 2013 and the due date for transfer to IEPF Account is November 1, 2020. Your Company has also unclaimed dividend amount of Rs. 1,99, 399/- as on 31st March, 2015 for the year 2013-14 , as declared at the last Annual General Meeting held on September 30, 2014 and the due date for transfer to IEPF Account is November 1, 2021 In terms of clause 5A of the Listing Agreement, the details of shares in Unclaimed Suspense Account are as follows: Aggregate Number of Shareholders and shares outstanding in the Suspense Account lying at the beginning of the year: 739 Shareholders and 848766 Equity Shares Number of shareholders who approached the company for transfer from suspense account during the year : 1 Shareholder Number of shareholders to whom shares was transferred during the year: 1 shareholder Aggregate Number of Shareholders and shares outstanding in the Suspense Account lying at the end of the year : 738 Shareholders and 848376 Equity Shares That the voting rights in the shares shall remain frozen till the rightful owner exercises the option to claim these shares in physical mode or option to dematerialize their shares with either of the Depositories: 848376 Equity Shares 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 Chairman Place : New Delhi Dated : May 12, 2015 |