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Luharuka Media & Infra Ltd.

BSE: 512048 | NSE: | Series: NA | ISIN: INE195E01020 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors have pleasure in presenting the 34th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below: FINANCIAL RESULTS: (Rupees) PARTICULARS 31.03.2015 31.03.2014 Revenue from Operations 26,01,040 21,34,824 Other Income 31,87,076 27,11,795 Profit For The Year Before Taxation 23,67,143 15,78,275 Tax Expenses (a) Current Tax 9,00,000 6,35,000 (b) Deferred Tax (7,108) (77,155) (c) Tax of Earlier Year 34,065 - Profit after tax 14,40,186 1,020,430 FINANCIAL HIGHLIGHTS: * Revenue from operations stood at Rs. 26,01,040/- for fiscal year 2015. * Other income stood at Rs. 31,87,076/- for fiscal year 2015 * Profit for fiscal year 2015 is Rs. 14,40,186/- OPERATIONS: Your Company is an upcoming infrastructure and media company in terms of revenue, earnings, market capitalization and developable area. The Company''s primary business is development of residential, commercial and retail properties. The company has a unique business model with earnings arising from development and rentals and other media related activities. Its exposure across businesses, segments and geographies, mitigates any down-cycles in the market. During the year Mr. Anil Agrawal HUF has given a public announcement under Regulation 3 and 4 of SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011 to the public shareholders of the company and accordingly complied with the compliances of SEBI and taken over the control and management of your company. DIVIDEND: Your directors do not propose any dividend for the financial year ended 31.03.2015. RESERVES: The Company has not carried forward any amount to Reserves. CHANGE IN MANAGEMENT & CONTROL: The erstwhile promoter of the Company i.e M/s Bhrosemand Commodities Private Limited was entered Share Purchase Agreement on 10/10/2014 with Anil Agrawal HUF, and accordingly Anil Agrawal HUF, acquirer has given the public announcement on 10/10/2014 as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was completed in the month of June 2015 by complying with the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the promoter of the Company. However, M/s Anil Agrawal HUF has received an Ex-parte ad interim order dated December 19, 2014 passed by the Securities Exchange Board of India (SEBI) under section 11(1), 11(4) and 11B of the Securities Exchange Board of India Act, 1992 in the matter of First Financial Services Limited for not accessing the capital market. Your Promoter i.e. Anil Agrawal HUF filed a reply with SEBI in this regard. On 24th February 2015, a hearing took place in SEBI. No final order has been passed by SEBI in this regard. Further Mr. Anil Agrawal has been appointed as the Executive Promoter Director and Compliance Officer of the Company. DIRECTORS: In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Manish Dadhich, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mr. Anil Agrawal has been appointed as Additional Executive Promoter Director w.e.f 24th June 2015 and Ms. Alka Lath has resigned w.e.f 24th June, 2015 as the Whole Time Director of the Company. All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013. A brief resume and other details, as stipulated under the Listing Agreement for the above Directors seeking re-appointment is given as Additional Information on Directors which forms part of the Notice. (i) Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders and Relationship Committee. The Directors expressed their satisfaction with the evaluation process. (ii) 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 remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. (iii) Details of Meetings held During the year Six Board Meetings and one Independent Directors'' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report forming a part of the Annual Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. (iv) Constitution of Committees The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders and Relationship Committee, the details of which have been mentioned in the Corporate Governance Report. LISTING: The Company''s Shares are listed on BSE Limited. The Company has paid Listing fees for F.Y. 2015-16 to the BSE Limited. DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the requirement Clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: 1. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures. 2. That the directors had 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 loss of the Company for the year under review. 3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. 4. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. 5. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 6. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. REGISTERED OFFICE OF THE COMPANY: Since there is a change in Control and Management of the Company, the registered office of your Company has been shifted from Flat No 1006, Piccadilly - 3 Co op Hsg Soc Ltd, Royal Palm Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai 400065 to A-301, Hetal Arch, Opp. Natraj Market, S.V. Road, Malad West, Mumbai 400064 in the Board Meeting held on 10th July, 2015. DEPOSITS: The Company has not invited or accepted any deposits during the financial year 2014-2015. AUDITORS: (i) Statutory Auditor The retiring Statutory Auditor, namely M/s. S A R A & Associates., Chartered Accountants, Mumbai, hold office until the conclusion of the forthcoming Annual General Meeting and are seeking re-appointment. They have confirmed that their appointment if made, at the Annual General Meeting, will be within the limits prescribed under Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their reappointment. (ii) Secretarial Auditor In terms of Section 204 of the Companies Act 2013 and Rules made there under, MRK & Co, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 1 to this report. (iii) Internal Auditor M/S Pravin Chandak & Associates, Practicing Chartered Accountant, Mumbai performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. COMMENTS ON AUDITOR''S REPORT: Statutory Auditors: With respect to preliminary expenses, the Company had incurred certain expenses on account of increase in Authorized capital in connection with the Rights Issue of Equity Shares which were treated as Preliminary expenses in the books of accounts of the Company. Out of the said expenses, 1/5 has been debited to profit & loss account for the financial year 2014-2015 and balance has been carried forward for the next years with expectation of future benefit. The management has now decided that if any benefit will not arises in the next financial year 2015-2016 then all the preliminary expenses will be written off in compliance with Accounting Standard 26. As regards not making provision for retirement benefits of employees, the same has not been done in view of the meager staff strength. Secretarial Auditor: As regards Company not having appointed the Company Secretary as required under Section 203 of the Companies Act 2013, the Company has made suitable efforts for the recruitment of a Suitable Candidate for the post of Company Secretary. As regards the Company having delayed the filing of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law. The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement and will finalize the same as and when the policies are mandatorily applicable to the Company. Your Company has received an order dated December 20, 2014 passed by the Securities Exchange Board of India (SEBI) under section 15-I of the Securities Exchange Board of India Act, 1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 in the matter of Proposed Rights Issue of your Company and levied a penalty of Rs 5,00,000/- (Rupees Five Lacs only) for which a hearing took place on November 21,2014 in SEBI. Accordingly, your Company has made the requisite payment of the penalty to the SEBI. During the year, Anil Agrawal HUF has given the public announcement on 10/10/2014 to the public shareholders of your Company as per SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011. The Open Offer was completed in the month of June 2015 by complying with the SEBI (SAST) Regulations, 2011 and Anil Agrawal HUF has become the promoter of the Company. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.splashmediainfra.com/whistle_blower_policy.php. RELATED PARTY TRANSACTIONS: Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC2 is enclosed as Annexure2. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company. SEBI ORDERS 1. SEBI had passed an adjudication order against the company vide order no. CFD/SML/AO/DRK-CS/eAD-3/500/44-14 dated 25th March 2014 by imposing a penalty of Rs. 15,00,000/- for Non Compliance of 6(2), 6(4), 7(3), 8(3) of SEBI (SAST) Regulations 1997. Thereafter, the Company filed an appeal before the Securities Appellate Tribunal, Mumbai against the said order of Adjudication Officer (Ao). SAT has directed the AO of SEBI vide no. bearing no.182 of 2014 dated July 2nd, 2014 to restore the matter for fresh decision on merits and in accordance with law after considering the submissions made by the Target Company. The Order is pending from SEBI. 2. SEBI had sent a show cause notice under rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 1995 and under rule 4 of Securities Contracts Regulations (Procedure for holding inquiry and imposing penalties by Adjudicating officer) Rules, 2005 in the matter Rights Issue of the Company bearing no. EAD-5/ADJ/ASK/AA/ OW/22605/2014 dated 31st July 2014 to the company. The Company has submitted its reply to SEBI on 8th October 2014. Accordingly, adjudicating officer has passed order no. ASK/ AO/115/2014-15 DATED December 30, 2014 and imposed a penalty of Rs 5,00,000/- (Rupees Five lacs only) on the Company which has been paid vide Demand draft bearing no. 755993 dated January 7, 2015. The Adjudicating officer also passed order no. ASK/AO/116-18/2014-15 dated 30th December 2014 exonerating all the three (3) directors against the alleged violation of ICDR Regulations, 2009. PARTICULARS OF EMPOLYEES UNDER THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: The provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT9 is annexed herewith as Annexure 4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors during the year is furnished hereunder: Sr. Name of the Director/ Designation Remuneration No KMP 2014-15 1 Ms. Alka Lath Whole Time Director 4,60,000 p.a. 2 Mr. Sharad Mishra** Chief Financial Officer 22,000 Sr. Name of the Director/ Remuneration Increase/ Ratio/Times No KMP 2013-14 Decrease per median of employee remuneration 1 Ms. Alka Lath Nil 4,60,000 2.04 2 Mr. Sharad Mishra** Nil 22,000 0.10 ** Mr. Sharad Mishra was appointed as the Chief Financial Officer of the Company w.e.f 13th February, 2015. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. BUSINESS RISK MANAGEMENT: The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT: The Management Discussion and Analysis for the year 2014-15 and a detailed report on Corporate Governance, as required under Clause 49 of the Listing agreement executed with the Stock Exchange, are given in separate sections forming part of the Annual Report. A Certificate from Statutory Auditors of the company, M/s. S A R A & Associates., Practicing Chartered Accountants, confirming compliance with the conditions of Corporate Governance stipulated in Clause 49 is annexed to the report on Corporate Governance. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUT GO: Information in accordance regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure 3. CASH FLOW STATEMENT: In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 2013, the Cash Flow Statement for the year ended 31.3.2015 is annexed here to as a part of the Financial Statements forming a part of the Annual Report. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 A policy on Sexual Harassment of Women at Workplace has been drafted and approved by the Board in its meeting held on May 29, 2015. A committee namely Local Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following: Name of Member Designation Mrs. Shuchi Bansal Chairman Mrs. Nikita Kothari Member Mr. Sharad Mishra Member The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace. ACKNOWLEDGEMENT: Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers 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 and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support. By Order of the Board For Splash Media & Infra Ltd Place: Mumbai Sd/- Sd/- Dated: 14.08.2015 Anil Agrawal Manish Dadhich Executive Director Director

Director’s Report