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Directors Report of Landmark Property Development Company Ltd.

Mar 31, 2016

TO

THE MEMBERS

The Directors are pleased to present the 40th Annual Report together with the Audited Statement of Accounts for that year. ended March 31, 2016.

FINANCIAL RESULTS

Particulars

Year ended 31.03.2016

Year ended 31.03.2015

Rs.

Rs.

Profit/(Loss) Before Tax

1,03,52,219

1,50,35,854

Tax Expense

Current Tax

17,53,000

39,44,000

Deferred Tax

26,600

(2,48,900)

Income Tax for earlier year

167

(14,183)

Profit after Tax

85,72,452

1,13,54,937

Add : Surplus brought forward from previous year

10,56,29,607

9,42,74,670

Surplus carried to Balance Sheet

11,42,02,059

10,56,29,607

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. 2,57,57,830/- as income from advisory services in the current year as against Rs. 2,73,56,565/- in the previous year. The profit after tax has been Rs.85,72,452/- against Rs.1,13, 54, 937/- in the previous year.

No material changes and developments have taken place since the close of the Financial Year.

DIVIDEND

In view of inadequate 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 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, 35,45,91,040/. recoverable / adjustable Further allotments from Ansal Landmark ( Karnal ) Township Private Limited are expected in due course.

The real estate market continues to be subdued / sluggis , pan India .However all efforts are being made to sell the stock of plots /flats in the Company''s inventory.

DIRECTORS

Shri Hira Lal Agarwal , Director of the Company, retires by rotation at the ensuing 40th Annual General Meeting. Being eligible and having consented, the Board recommends his re- appointment. Details of Shri Hira Lal Agarwal are provided in the Notice convening the 40th 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.

KEY MANAGERIAL PERSONNEL

The appointment of Shri Gaurav Dalmia, Managing Director, Shri Rajeev Kumar Nair , Chief Financial Officer and Shri Suresh Kumar Chawla , Company Secretary as Key Managerial Persons was noted at the Board Meeting and requisite forms were filed in time . There has not been any change since then.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors were apprized with the following well in advance -

1. Roles, rights, powers and responsibilities of various Board Committee under the Companies Act, 2013 and as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

2. Roles, rights, powers and responsibilities of Independent Directors.

3. Secretarial Standards - Board Meetings and General Meetings (Through detailed documents)

INDUSTRY AND BUSINESS MODEL

The Directors were apprised / given insights into the Company''s activities , business model, the Industry, the socioeconomic 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.

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

Cumulative

2

2

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. Criteria for Performance Evaluation is given in Annexure “E”

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.

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 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.

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 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.

v) 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.

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.

LISTING AGREEMENTS

Your Company has entered into new Listing Agreements with BSE Limited and National Stock Exchange of India Limited, in compliance with Regulation 109 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended by SEBI.

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 there under.

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 web site.

All related party transactions were approved by the shareholders through three separate Special Resolutions at their Annual General Meeting held on September 30, 2014.0ne approval out of these three Resolutions pertaining to transaction of payment of rent and taxes paid by the Company to Astir Properties Private limited (APPL) is expiring on 30th August, 2016 and is to be renewed afresh for a period of next three years from September1, 2016 onwards . The details of this transaction are given in the Corporate Governance Report annexed hereto .

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 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 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

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has, in all material respects, an adequate internal financial controls systems 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 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 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 viz. M/s 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”.

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 SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 .

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.

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. 257.58 lakh and Foreign Exchange Outgo : Rs. Nil

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.

UNCLAIMED DIVIDEND

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. 1,46, 778/- as on 31st March, 2016 for the year 2012-13 , as declared at the Annual General Meeting held on September 30, 2013 and the due date for transfer of unclaimed dividend amount to IEPF Account is November 1, 2020.

Your Company has also unclaimed dividend amount of Rs. 1,96, 905/- as on 31st March, 2016 for the year 2013-14 , as declared at the Annual General Meeting held on September 30, 2014 and the due date of unclaimed dividend amount for transfer to IEPF Account is November 1, 2021

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 : 18-05-2016


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Eighth Annual Report for the Accounting Year ended the 31st March, 2014 together with the audited Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2014 31.03.2013 Rs. Rs.

Profit/(Loss) Before Tax 3,70,68,819 1,03,34,934

Tax Expense

Current Tax 1,11,04,000 29,73,000

Deferred Tax 6,86,900 (6,82,500)

Income Tax for earlier year (7,70,735) 8,576

Profit after Tax 2,60,48,654 80,35,318

Add: Surplus brought forward from 7,92,11,871 7,90,23,593 previous year

10,52,60,525 8,70,58,911

Less : Appropriations 93,90,021 67,07,158

Proposed Equity Dividend 15,95,834 11,39,882

Tax on Dividend 1,09,85,855 78,47,040

Surplus carried to Balance Sheet 9,42,74,670 7,92,11,871

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. 3,59,57,520/- as income from advisory services in the current year as against Rs. 3,50,93,725/- in the previous year. The profit after tax has been Rs.2,60,48,654/- against Rs.80,35,318/- in the previous year.

DIVIDEND

Your Directors recommend a dividend of 7 % aggregating to Rs. 93.30 lakhs ( Previous Year :Rs. 67.07 lakhs). The dividend distribution tax on the recommend dividend amounts to Rs. 15.96 lakhs ( Previous Year : Rs. 11.40 lakhs )

BUSINESS OUTLOOK

Your Company''s advances of Rs. 49,93,74,839 /- to Ansal Landmark Townships Private Limited were transferred to Ansal Landmark ( Karnal ) Township Private Limited which had been set 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.14,46,99,529-, leaving a balance advance of Rs, 35,46,75,310/. Further allotments are expected in due course. The marketing will continue on existing lines at four percent marketing cost (maximum) .

DIRECTORS

During the year , Shri Harish Chander Dua was appointed as an as an Additional Director with effect from October 1, 2013. In terms of Section 161 of the Companies Act, 1956, he holds office upto the date of forthcoming Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his name for the office of Director.

In accordance with Section 152 of the Companies Act, 2013, Shri D.N. Davar, Director of the Company who retires by rotation at the forthcoming Annual General Meeting. He has expressed his unwillingness to be re-appointed .

Keeping in view the provisions of the Companies Act, 2013, and subject to approval of the Members of the Company at the ensuing Annual General Meeting, the Board made a variation in the terms of appointment of the Managing Director so that Shri Gaurav Dalmia who holds the office of Executive Co- chairman, Managing Director and CEO , as not liable to retire by rotation, shall now hold such office as Director, liable to retire by rotation. His period of office after the proposed change shall be determined through retirement by rotation of Directors.

Shri G.P. Gupta , Shri G.B. Rao and Shri H C Dua , the existing Independent Directors, shall be so appointed at the forthcoming 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 October 01, 2014. They shall hold office of the Independent Director, not liable to retire by rotation.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Shares of the Company , of Re. 1/- each fully paid up, continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited .

AUDITORS

Your Company''s present Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, were first appointed at the Annual General Meeting held on September 22, 2008. Accordingly, their term of seven years expired on September 30, 2013 ( Sixth AGM). The Company has received from the aforenamed Auditors a certificate to the effect that their re-appointment, if made, would be in conformity with the prescribed limits.

The Board would like to mention here that their re-appointment could be for a further period of 3 years for audit of accounts of the company for the year 2014 -15, 2015 -16 and 2016-17 subject, however, to ratification in the subsequent annual general meetings.

The Board therefore, recommends their re-appointment, accordingly at the forthcoming Annual General Meeting.

INTERNAL CONTROL SYSTEMS

Your Company has an effective control system. The company has entrusted its internal audit to M/s M.L. Puri & Company, a reputed firm of Chartered Accountants. The main thrust of internal audit process is on the test and review of controls.

AUDITOR''S REPORT

The Notes on Accounts appearing in Schedule S and referred to in the Auditors Report are self explanatory and do not call for any comment or explanation from the Board.

There was, however, a Matter of Emphasis in the said Report. Note No. 6 of the Schedule S to the Financial Statements regarding Business Transfer Agreement, which is self explanatory.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules are not applicable to the Company. Foreign Exchange Earned : Advisory Services : Rs. 359.57 lakhs and Foreign Exchange Outgo : Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employees who had been in receipt of remuneration in excess of the prescribed limits read with relevant rules and regulations made thereunder, is given in Annexure - I. However in terms of the prescribed provisions of the law, the Report and the Accounts are being sent to the shareholders, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirm:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the 31st March 2014 and of the profits of the Company for the year ended on that date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on corporate governance practices followed by the company together with a Certificate from Company''s Auditors confirming compliance is set out in Annexure -II forming part of this Report.

CORPORATE SOCIAL RESPONSIIBLITY

Section 135 (1) of the Companies act, 2013 is not applicable to the Company for the time being. Your Company, still however intends to take activities on its own initiatives 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. 1,50, 417/- as on 31st March, 2014 . The dividend was declared at the last Annual General Meeting held on September 30, 2013 and the due date for transfer to IEPF Account is October 8, 2020.

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: 741 Shareholders and 854166 Equity Shares

Number of shareholders who approached the company for transfer from suspense account during the year : 2 Shareholders Number of shareholders to whom shares was transferred during the year: 2 shareholders

Aggregate Number of Shareholders and shares outstanding in the Suspense Account lying at the end of the year : 739 Shareholders and 848766 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: 848766 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 in the Company.

For and on behalf of the Board

D.N. Davar Chairman

Place : New Delhi Dated : May 16, 2014


Mar 31, 2013

TO THE MEMBERS

The Directors present their Thirty Seventh Annual Report for the Accounting Year ended the 31st March, 2013 together with the Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2013 31.03.2012 Rs, Rs.

Profit/(Loss) Before Tax 1,03,34,934 92,50,608

Tax Expense

Current Tax 29,73,000 29,80,000

Deferred Tax (6,82,500) (4,81,900)

Income Tax for earlier year 8,576 (40,776)

Profit after Tax 80,35,318 67,93,284

Add ; Surplus brought forward from previous year 7,90,23,593 7,22,30,30

8,70,58,911 7,90,23,593

Less : Appropriations 67,07,158

Proposed Equity Dividend 11,39,882 -

Tax on Dividend 78,47,040

Surplus carried to Balance Sheet 7,92,11,871 7,90,23,593

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. 3,50,93,725/- as income from advisory services in the current year as against Rs.2,87,50,350/- in the previous year.The profit after tax has been Rs.80,35,318/- against Rs. 67,93,284/- in the previous year.

DIVIDEND.

The Directors recommend payment of a dividend at the rate of Re. 0.05 (5%) per equity share to be paid out of the profits of the Company for the Financial Year ended March 31, 2013 .

FUTURE OUTLOOK

Ansaf Landmark (Karnal) Township Private Limited (ALKTPL) has allotted properties worth Rs.11.47 crores to the Company on the 16th May, 2013. It is expected that the balance allotment will be made in 2-3 tranches in August & November, 2013. The Company on its part has made arrangements for marketing of the allotted properties with ALKTPL for a fee up to a maximum of 4%.

The outlook for overall earnings in the next couple of years appears to be largely a mixed one , in the context of prevailing economic scenario where reality sector is not in an exceptional state.

DIRECTORS

Dr. G.B. Rao and Shri H. L. Agarwal Directors of the Company retire by rotation at the ensuing 37th Annual General Meeting. Being eligible and having consented, the Board recommends their re- appointment.

Abrief resume of each of Dr. G.B. Rao and Shri H. L.Agarwal with relevant details, is provided in the Notice convening the 37th Annual General Meeting.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Shares of the Company , of Re. 1/- each fully paid up, continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited .

AUDITORS

Your Company''s present Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting and your Directors, recommend their re-appointment for the Financial Year 2013-2014. The Company has received from the aforenamed Auditors a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR''S REPORT

The Notes on Accounts appearing in Schedule N and referred to in the Auditors Report are self explanatory and do not call for any comment or explanation from the Board.

There was, however, a Matter of Emphasis in the said Report. Note No. 6 of the Schedule N to the Financial Statements regarding Business Transfer Agreement is self explanatory.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Foreign Exchange Earned : Advisory Services ; Rs. 325.94 lakh and Foreign Exchange Outgo : Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employees who had been in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with rules and regulations made thereunder, is given inAnnexure-1. However in terms of Section 219 (1) (b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to the shareholders,excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company confirm:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the 31st March 2013 and of the profits of the Company for the year ended on that date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on Corporate Governance is attached as Annexure -II, which forms part of this Report.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5Aof the Listing Agreement, as amended by SEBI''s Circular No. CIR/CFD/DIL/1072010 dated December 16, 2010, the Company is required to furnish details regarding its shares lying in the Unclaimed Suspense Account.

The Company has, on 18th May, 2012, transferred and presently has 854166 outstanding Equity Shares of 741 Shareholders in the "Landmark Property Development Company Limited - Unclaimed Suspense Account" with a Depository Participant.

None of the Shareholders has since approached the Company for transfer of shares from the Unclaimed Suspense Account. Accordingly, no shares have been transferred from the said Account during the year.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the support received from the Banks, Government Authorities, Institutions and Members.

Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the executives and staff of the Company.

For and on behalf of the Board

D.N. Davar Chairman

Place : New Delhi

Dated : May 28, 2013


Mar 31, 2012

The Directors present their Thirty Sixth Annual Report for the Accounting Year ended the 31st March, 2012 together with the Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2012 31.03.2011 Rs. Rs.

Profit/(Loss) Before Tax 92,50,608 1,32,71,065

Provision for Taxation

Current 29,80,000 41,00,000

Deferred Tax (4,81,900) 2,38,400

Income Tax for earlier year (40,776) (40,524)

Profit after Tax 67,93,284 89,73,189

Add : Surplus brought forward from previous year 7,22,30,309 6,32,57,120

Surplus carried to Balance Sheet 7,90,23,593 7,22,30,309

ACTIVITIES

Your Company is engaged in the business of real estate development, advisory and consultancy services. Your Company started providing advisory services to overseas investors from the year 2009 .The Company received Rs. 2,87,50,350/- as income from advisory services in the current year as against Rs. 2,71,62,000/- in the previous year. The profit after tax has been Rs. 67,93,284/- against Rs. 89,73,189/- in the previous year.

DIVIDEND

In order to conserve resources, your Directors do not recommend payment of any dividend..

FUTURE OUTLOOK

Post finalization of restructuring arrangement with concerned business associate and allotment of proportional shares along with other stakeholders in new company with underlying assets in the form of unsold stocks, customer outstanding and around 103 acres of semi contiguous unlicensed land (at Sushant City' in the State of Haryana) on assets side and Bank loan and project liabilities on the liabilities side, the outlook for overall earnings in the next couple of years appears to be reasonably satisfactory .

DIRECTORS

Shri D.N. Davar and Shri G.P. Gupta, Directors of the Company retire by rotation at the ensuing 36th Annual General Meeting. Being eligible and having consented, the Board recommends their re- appointment.

A brief resume of each of Shri D.N. Davar and Shri G.P. Gupta with relevant details, is provided in the Notice convening the 36th Annual General Meeting.

Shri G.B. Rao was co -opted as Additional Director with effect from May 1, 2011 and his appointment was regularized at the 35m AGM held last year.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Shares of the Company , of Re. 1/- each fully paid up, continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited , effective from August 12, 2008

AUDITORS

Your Company's present Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting and your Directors, recommend their re-appointment for the financial year 2012-2013. The Company has received from the aforenamed Auditors a certificate to the effect that their re-'appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR'S REPORT

The Notes on Accounts appearing in Note N and referred to in the Auditors Report are self explanatory and do not call for any comment or explanation from the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO .

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company. Foreign Exchange Earned : Advisory Services Rs. 287.50 lakh and Foreign Exchange Outgo : - Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employees who had been in receipt of remuneration in excess of the limits prescribed under Section 217(2A). of the Companies Act, 1956 read with rules and regulations made thereunder, is given in Annexure -1. However in terms of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to the shareholders,excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company confirm:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the 31s1 March 2012 and of the profits of the Company for the year ended on that date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on Corporate Governance is attached as Annexure -II, which forms part of this Report.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5A of the Listing Agreement, as amended by SEBI's Circular No. CIR/CFD/DIL/10/2010 dated December 16, 2010, the Company is required to furnish details regarding its shares lying in the Unclaimed Suspense Account.

In terms of the said Circular, the Company had, on June 25, 2011 and November 30, 2011, sent 2nd and 3rd reminders respectively to shareholders whose equity shares were lying unclaimed with the Company.

The Company has, on 18m May, 2012, transferred and presently has 854166 outstanding Equity Shares of 741 Shareholders in the "Landmark Property Development Company Limited - Unclaimed Suspense Account" with a Depository Participant.

None of the Shareholders has since approached the Company for transfer of shares from the Unclaimed Suspense Account. Accordingly, no shares have been transferred from the said Account.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the support received from the Banks, Government Authorities, Institutions and Members.

Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the executives and staff of the Company.

For and on behalf of the Board

(D.N. Davar)

Place : New Delhi Chairman

Dated : May 24,2012


Mar 31, 2011

THE MEMBERS

The Directors present their Thirty Fifth Annual Report for the Accounting Year ended the 31st March, 2011 together with the Statement of Accounts for that year.

FINANCIAL RESULTS

Particulars Year ended Year ended 31.03.2011 31.03.2010

Profit/(Loss) Before Tax 1,32,71,065 74,37,502

Provision for Taxation

Current 41,00,000 23,33,000

Deferred Tax (Net Asset) 2,38,400 (7,300)

Income Tax / FBT earlier year (40,524) 4,724

Profit after Tax 89,73,189 51,07,078

Add : Surplus brought forward from previous year 6,32,57,120 5,81,50,042

Surplus carried to Balance Sheet 7,22,30,309 6,32,57,120

ACTIVITIES

Your Company is engaged in the business of real estate development, advisory and consultancy Services. Your Company started providing advisory services to overseas investors since 2009.The Company received Rs. 2,71,62,000/- as income from advisory services in the current year as against Rs. 2,87,02,915/- in the previous year. The profit after tax is Rs. 89,73,189/- as against Rs. 51,07,078/- in the previous year, registering an increase of around 76% over the last year.

DIVIDEND

In order to conserve resources, your Directors do not recommend payment of any dividend.

FUTURE OUTLOOK

The company is expecting a salutary solution as an equitable share of business through division of saleable assets from the other group of stakeholders, enabling regular revenue streams and propelling resources overall.

DIRECTORS

Shri Mayadhar Mishra , Director of the Company retires by rotation at the ensuing 35th Annual General Meeting and being eligible for re-appointment, has consented for the re- appointment. The Board recommends his re- appointment.

Shri B.K. Goswami ceased to be a Director of the Company with effect from January 20, 2011 due to resignation The Company expresses sincere appreciation for the contribution of Shri B.K. Goswami during the tenure of his office as a director of the Company.

Shri H.L Agarwal and Shri G.B. Rao were co-opted as Additional Directors with effect from January 20, 2011 respectively to hold office upto the date of ensuing 35th Annual General Meeting . The Company has received notices in writing from Members proposing their candidatures for the office of Director.

A brief resume of each of Shri H. L.Agarwal and Shri G.B. Rao, the nature of their expertise, names of the Companies in which they also hold Directorship and Memberships of the Committees of the Board and their shareholding are provided in the Notice convening the 35th Annual General Meeting.

LISITNG OF EQUITY SHARES OF THE COMPANY

The 13,41,43,160 Equity Share of Re. 1/- each of the Company continue to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited with effect from August 12, 2008

AUDITORS

Your Company's present Statutory Auditors, M/s V.Sankar Aiyar & Co., Chartered Accountants, retire at the conclusion of forthcoming 35th Annual General Meeting and your Directors, accordingly, recommend their re- appointment as the Statutory Auditors of the Company for the financial year 2011-2012. The Company has received from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

AUDITOR'S REPORT

The Notes on Accounts appearing in Schedule 15 and referred to in the Auditors Report are self explanatory and therefore, do not call for any comment or explanation from the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable to the Company.

Foreign Exchange Earned : Advisory Services : Rs. 271.62 lakh and Foreign Exchange Outgo : - Rs. Nil

PARTICULARS OF EMPLOYEES

The Statement giving particulars of the employee who was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with rules and regulations made thereunder, is given in Annexure -1. However in terms of Section 219 (1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining the copy of the same may write to the Company Secretary at the Registered Office.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company confirm:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the 31st March 2011 and of the profits of the Company for the year ended on that date.

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause No. 49 of the Listing Agreement, a Report on Corporate Governance is attached as Annexure - II, which forms part of this Report.

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5A of the Listing Agreement, as amended by SEBI's Circular No. CIR/CFD/DIL/10/2010 dated December 16, 2010, the Company is required to furnish details regarding its shares which are in the Unclaimed Suspense Account.

Pursuant to the above, the Company had, on March 9, 2011, sent the 1st Reminder to 769 shareholders whose 927183 equity shares were lying unclaimed with the Company.

The Company will be required to transfer the unclaimed shares to Unclaimed Suspense Account on completion of the necessary requirements.

As of March 31, 2011, the Company has not opened folio/demat account in the name and style of Unclaimed Suspense Account.

The Company shall give the desired details as per clause 5A of the Listing Agreement regarding the shares to be so transferred to the Unclaimed Suspense Account in its Annual Report for the Financial Year 2011-2012.

ACKNOWLEDGEMENT

Your Directors wish to thank and express their gratitude for the support received from the Banks, Government Authorities, Institutions and Members.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board (D.N. Davar) Chairman

Place : New Delhi Dated : May 16, 2011

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