TO
THE MEMBERS
Your Directors have pleasure in presenting their 49lh Annual Report together with the
Audited Statement of Accounts for the Year ended March 31,2025.
FINANCIAL RESULTS
(Amount in Lakhs)
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Revenue from Operations |
117.30 |
132.68 |
| Other Income |
59.28 |
39.94 |
| Profit/(Loss) Before Tax |
(356.50) |
(1159.68) |
| Tax Expense |
|
|
| Current Tax |
15.75 |
12.70 |
| Earlier Year Tax |
0.27 |
- |
| Deferred Tax |
(0.37) |
(0.33) |
| Profit after Tax |
(372.15) |
(1172.05) |
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) and Plots amounting to Rs. 117.30 Lakhs in the current year as against Rs. 13268
Lakhs in the previous year. The loss after tax has been Rs. 372.15 Lakhs against the loss
after tax of Rs. 1172.05 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, 2025 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 2024-25, 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 (Kamal) Township Private Limited which had been set up to run the Kamal
Project in terms of Business Transfer Agreement dated 2nd April, 2012 signed by the
Company with Ansal Landmark (Kamal) 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 Kamal. Your Company has still a balance advance of Rs. 35.26
Cr recoverable/ adjustable.
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 die Company.
DEBENTURE
During the year under review die 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 2024-25.
DIRECTORS
As at 31st March, 2025, the Board comprised of one Managing Director, viz: Shri Gaurav
Dalmia, three Non-Executive Independent Directors, viz J. K. Kapur, Sh. Ambarish
C'hatterjee and Sh. Uddhav Poddar, and two Non-Executive Non-Independent Directors, viz:
Sh. Dinkar NatkSinuh and Smt. Sharmila Dalmia.
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.
During the year, Sh. D.N. Davar, Non-Executive Independent Director of the Company, was
passed away on 29th December, 2024. During his tenure as an Independent Director on the
Board, the Company greatly benefitted from his profound knowledge and extensive
experience. The Board Members condoled the sad demise of Late Sh. D N Davar and conveyed
the heart-felt sympathy to his family.
The Board of Directors had, subject to approval of shareholders at the ensuing Annual
General Meeting, approved the appointment of Sh. Uddhav Poddar (DIN: 00886181) and Sh.
Ajay Gulati (DIN: 11054049) as Additional Directors in the category of Independent
Director of the Company in the meetings held on 28th March, 2025 and 26th May, 2025
respectively. In terms of Section 161 of the Companies Act, 2013, they hold office upto
the date of forthcoming 49th Annual General Meeting subject to regularization of their
appointment as Directors.
The 2nd term of appointment of Shri J K Kapur, Independent Directors of the Company,
shall complete after the conclusion of upcoming 49th Annual General Meeting of the
Company.
Sh. Dinkar Nath Singh (DIN: 02173314) retires by rotation at the ensuing 49th Annual
General Meeting. Being eligible and having consented, the Board recommends his
reappointment. 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 49th Annual General Meeting.
KEY MANAGERIAL PERSONNEL
As at 31st March, 2025, 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 Key Managerial Personnel of the Company.
The Board of Directors, in its meeting held on 26th May, 2025, has approved the
Voluntary Retirement of Sh. Arvind Vachaspati, Chief Financial Officer (CFO) of the
Company, with effect from close of business hours on 31st May, 2025 and also approved the
appointment of Mr. Niraj Kumar, who has submitted his consent in this regard, as Chief
Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from
1st June, 2025.
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 |
| 2023-24 |
1 |
1 |
All Independent Directors |
| 2024-25 |
1 |
1 |
All Independent Directors |
| Cumulative |
11 |
11 |
|
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 loss 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 transaction was approved by the shareholders through separate Special
Resolutions at their 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 Ambarish Chatterjee, Director and the Chairman of the Audit Committee, has been
appointed, in the meeting of Board held on August 12, 2024 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 operating 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 for a
term 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 Aiyar & Co. have confirmed that
they hold a valid Certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
(b) SECRETARIAL AUDITORS
M/s. RD & Associates, Company Secretaries, conducted Secretarial Audit for the
financial year ended on March 31, 2025.
ANNUAL RETURN:
The Annual Return of the Company as on March, 31, 2025 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 31.03.2025 is 217.83 Lakhs and 149.24 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 RESPON SIIBLITY
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
2024-25 and hence no complaint is outstanding as on March 31, 2025 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 2024-25.
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 2024-25.
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.
| Place: New Delhi |
For and on behalf of the Board |
| Dated: May 26, 2025 |
Ambari sh Chatterjee Chairperson |
|