To
The Members of the Luharuka Media & Infra Limited,
Your Board of Directors are pleased to present the 43rd (Forty-Third) Annual
Report of Luharuka Media & Infra Limited ("the Company") together
with the Audited Financial Statements for the financial year ("F.Y.") ended
March 31, 2024.
1) FINANCIAL HIGHLIGHTS
The summary of Audited Financial performance of the Company, for the financial year
ended March 31, 2024 is summarized as under:
(in Lakh, except EPS)
| PARTICULARS |
F. Y. 2023-2024 |
F.Y. 2022-2023 |
| Revenue from Operations |
162.77 |
193.00 |
| Other Income |
2.65 |
0.45 |
| Total Revenue |
165.43 |
193.45 |
| Total Expense |
76.59 |
103.19 |
| Profit before Tax |
88.83 |
90.26 |
| Current Tax |
23.61 |
23.50 |
| Deferred Tax |
0.00 |
0.00 |
| Tax of earlier year |
4.64 |
(0.05) |
| Profit for the Year |
60.59 |
66.81 |
| Earnings Per Share (EPS) (Basic & Diluted) |
0.06 |
0.07 |
2) FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
The Financial Statements of the Company for the year ended March 31, 2024 have been
prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant
provisions of Sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as
"the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI Listing
Regulations"), which have been reviewed by the Statutory Auditors of the Company.
During the year under review, your Company has generated revenue from operations of
162.77 lakhs as compared to 193.00 lakhs in the previous financial year. The net profit
after tax stood at 60.59 lakhs as compared to 66.81 lakhs in the previous financial
year. The decline in profits of the Company is temporary and primarily attributed to
challenges such as regulatory and compliance complexities, intense market competition, and
economic volatility. Despite this challenge, your Company remain focused on maintaining
our competitiveness and financial stability and is actively reviewing strategies and
implementing necessary adjustments to improve profitability and move forward.
In accordance with the provisions contained in Section 136 of the Act and Regulation 34
of the SEBI Listing Regulations, the Annual Report of the Company containing Notice of the
Annual General Meeting ("the AGM / the meeting"), Financial Statements, Cash
Flow Statement, Report of the Auditors thereon, Directors' Report together with Notes and
Annexures thereto and the same is also available on the website of the Company at
www.luharukamediainfra.com. Further, a detailed analysis of Company's performance is
included in the Management Discussion and Analysis Report ("MDAR"), which forms
part of this Annual Report.
3) DIVIDEND
The Board of Directors has recommended a final dividend of 0.02/- per equity share of
Re. 1/- each, i.e. equivalent to 2% on the paid up equity share capital of the Company for
the financial year ended March 31, 2024 at their Meeting held on July 29, 2024 subject to
the approval of the shareholders at the ensuing Annual General Meeting ("AGM")
of the Company.
4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND ("IEPF")
Pursuant to the Section 124(5) and other applicable provisions, if any, of the Act read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), all the unclaimed and unpaid dividend amounts are required to be transferred
to the IEPF established by the Central Government, upon completion of seven (7) years.
Further, according to Section 124(6) of the Act read with IEPF Rules, the shares in
respect of which dividend amounts has not been claimed and unpaid for seven (7)
consecutive years or more shall also be transferred to the demat account created by the
IEPF Authority.
During the year under review, the Company has transferred unclaimed dividend amount of
1,13,079.47/- (One Lakh Thirteen Thousand Seventy Nine Rupees and Forty Seven Paisa)
held in Unpaid Dividend Account for the financial year 2015-16 and transferred 83,916
Equity Shares of Re. 1/- each to IEPF.
Further, the Company will be transferring the unclaimed and unpaid dividend amounts of
the financial year 2016-17 from its Unpaid Dividend Account to IEPF after October 28, 2024
along with underlying shares.
Members who have not yet en-cashed their final dividend from financial year 2016-17 and
thereafter are requested to make their claims to the Company / Register and Share Transfer
Agent ("RTA") of the Company. Members are requested to quote their folio numbers
/ DP ID – Client ID and PAN in all their correspondence.
No claims shall lie against the Company in respect of the dividend amounts and shares
transferred to IEFP.
The Members who have a claim on dividend amounts and shares transferred to IEFP may
claim the same from IEPF Authority by submitting an online application in e-Form No.
IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same,
duly signed by them to the Nodal Officer of the Company, along with requisite documents
enumerated in the e-Form No. IEPF-5.
5) SHARE CAPITAL
During the year under review, there has been no change in share capital of the Company.
The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31,
2024 stands at 9,37,20,000/- (Rupees Nine Crore Thirty-Seven Lakh Twenty Thousand only)
divided into 9,37,20,000 Equity Shares of Re. 01/- each. Further the Company;
• has not issued any sweat equity shares during the year under review and hence no
information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished;
• has not issued any shares with differential rights and hence no information as
per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished;
• has not granted employee stock options as per provisions of section 62(1)(b) of
the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.
Further, post financial year the Board of Directors of the Company has approved the
Right issue of Equity shares of face value 1 in the Board Meeting held on June 14, 2024
where the issue size does not exceed 50 crores and the same is under process. The company
will utilize the funds raised through right issue to augment the capital base of the
Company. The Company intends expansion of its business and has launched various new
products such as Safal Working Capital Loans, Safal MSME Loans and Safal Sampati Loans
(LAP) under the brand name of "DhanSafal"
6) TRANSFER TO RESERVES
The Board of Directors has decided to plough back the entire amount of profit in the
business. In the year under review, the Company has not transferred any amount to the
‘General Reserves'. The closing balance of the retained earnings of the Company for
financial year 2023-2024, after all appropriation and adjustments is at 437.62 lakhs.
7) LISTING WITH THE STOCK EXCHANGE
Your Company's equity shares are listed on the BSE Limited. Accordingly, the annual
listing fees for the financial year 2023-24 and 2024-25 has been paid to the Stock
Exchange.
8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company has no Subsidiary, Associate Company (ies) or Joint Venture within the
meaning of Section 2(87) or 2(6) of the Act as on March 31, 2024. Accordingly, the details
required under Form AOC-1 are not applicable.
9) DEPOSITS
Your Company has not accepted any public deposit within the meaning of Section 73 and
74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such no
amount on account of principal or interest on deposit was outstanding as on the date of
the Balance Sheet.
10) MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Report. It is hereby
confirmed that there has been no change in the nature of business of the Company.
11) CORPORATE GOVERNANCE
Effective corporate governance practices constitute the strong foundation on which
successful commercial enterprises are built to last. Our Corporate Governance practices
are reflection of our value system encompassing our culture, policies, and relationships
with our stakeholders. Integrity and transparency are key to our corporate governance
practices to ensure that we gain and retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholders value legally, ethically and
sustainably.
Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the paid up equity
share capital and net worth of the Company for the preceding financial year does not
exceed rupees ten crore and rupees twenty-five crore respectively and hence, the
provisions of regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses
(b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule
V of the SEBI Listing Regulations are not applicable to the Company. Your Company has also
intimated the same to BSE Limited.
Further, the Company hereby undertakes that where the provisions of the regulation
15(2) (a) of the SEBI Listing Regulations becomes applicable to the Company on a later
date, it shall comply with the requirements within six months from the date on which the
provisions of the said regulation becomes applicable.
12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL's
I. Board of Directors
The Board of Directors is the apex body constituted by the shareholders for overseeing
the Company's overall functioning. The role of the Board of Directors in Companies is to
provide strategic oversight, ensure compliance with regulations, manage risk effectively,
and safeguard the interests of stakeholders while promoting sustainable growth. The Board
of Directors of the Company consists of professionals from varied disciplines. The
day-to-day management of the affairs of the Company is entrusted with the senior
management personnel.
The Composition of the Board of Directors of the Company is in conformity with Section
149 of the Act. As on March 31, 2024, the Board of Directors of your Company consisted of
Four (4) Directors, out of which, two (2) Directors are Non- Executive Independent
Directors, one (1) Non-Executive Non-Independent Woman Director and one (1) Executive
Director, who is also the Chairperson and Managing Director of the Company.
Following were the Directors as on March 31, 2024:
| Sr. No. |
Name of the Person |
DIN |
Category |
| 1 |
Mr. Ankur Agrawal |
06408167 |
Chairperson, Managing Director |
| 2 |
Mr. Devendra Lal Thakur |
00392511 |
Non-Executive - Independent Director |
| 3 |
Mr. Milin Ramani |
07697636 |
Non-Executive - Independent Director |
| 4 |
Mrs. Apeksha Kadam |
08878724 |
Non-Executive - Non-Independent Woman Director |
A. Change in Directors:
(1) Cessation/ Resignation:
During the year under review, there was no instance of Cessation/ Resignation by any of
the Director of Company.
(2) Appointment/Re-appointment:
Re-appointment of Mr. Milin Ramani as a Non-Executive - Independent Director.
Pursuant to provisions of the Act and SEBI Listing Regulations and based on
recommendation of the Nomination & Remuneration Committee, the Board of Directors have
re-appointed Mr. Milin Ramani as an Additional Director in the category of Non-Executive
Independent Director and thereafter he was regularized by the Shareholders at 42nd AGM of
the Company held on September 12, 2023, for the second term of five (5) consecutive years
w.e.f. August 14, 2023 till August 13, 2028.
(3) Director liable to retire by rotation:
Pursuant to provisions of Section 152(6) of the Act, Mrs. Apeksha Kadam, Non-Executive
Non-Independent Women Director, retires by rotation at the ensuing AGM and being eligible
offers herself for re-appointment. The Nomination and Remuneration Committee and Board
have recommended re-appointment of Mrs. Apeksha Kadam. Brief profile of Mrs. Apeksha Kadam
as required under Regulation 36 (3) of the SEBI Listing Regulations read with SS-2 on
General Meetings is provided separately by way of an Annexure to the Notice of the ensuing
AGM which forms part of this Annual Report.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission, perquisites and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board / Committees of the Company.
None of the Directors are disqualified for being appointed as the Director of the
Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.
B. Independent Directors
The role of an Independent director includes providing unbiased oversight, bringing
expertise and diverse perspectives to board deliberations, ensuring effective governance,
safeguarding minority shareholders' interests, and overseeing management decisions to
enhance transparency and accountability.
The Company, based on the recommendation of the Nomination and Remuneration Committee
and Board, has appointed Independent Directors from diversified field who have adequate
experience, skills and capabilities required to perform the roles of Independent
Directors. There were no changes in Independent Directors during the year under review.
Meetings of Independent Directors:
During the year under review, the Independent Directors met on February 12, 2024 as per
Schedule IV of the Act and the Rules thereunder to discuss the affairs of the Company and inter-alia
to:
1. Review the performance of Non- Independent Directors and the Board of Directors as
whole;
2. Review the performance of the Chairperson of the Company, taking into account the
views of the Executive and Non-Executive Directors;
3. Access the quality, content and timelines of flow of information between the
Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
The Meeting was attended by all the Independent Directors as on that date and Mr.
Devendra Lal Thakur acted as Lead Independent Director for the said Meeting.
The Independent Directors expressed their satisfaction with the evaluation process and
flow of information between the Company's management and the Board.
Further, the Company has received the necessary declarations from all the Independent
Directors under section 149(7) of the Act, that they meet the criteria of Independence
laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations. Further, all the independent directors are registered with data bank
maintained by the Indian Institute of Corporate Affairs ("IICA"). The
Independent Directors have confirmed that they are not aware of any circumstances or
situation, which exists or reasonably anticipated that could impair or impact his/her
ability to discharge his/ her duties with an objective independent judgment and without
any external influence.
The Board after taking these declarations / disclosures on record and acknowledging the
veracity of the same, is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience, expertise, hold highest standards of
integrity and are Independent of the Management of the Company. The terms and conditions
of appointment of Independent Directors are available on the website of the Company at
http://www.luharukamediainfra.com/ InvestorsRelation.aspx.
II. Key Managerial Personnel's (KMP's):
Following were the Key Managerial Personnel's as on March 31, 2024 pursuant to Sections
2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
| Sr. No. |
Name of the Person |
Designation |
| 1 |
Mr. Ankur Agrawal |
Managing Director |
| 2 |
Mr. Pravin Gupta |
Chief Financial Officer |
During the year under review, Ms. Jankhana Gala resigned as Company Secretary &
Compliance Officer of the Company with effect from closure of working hours of February
12, 2024.
Further, post financial year, the Board of Directors, on recommendation of Nomination
and Remuneration Committee, had considered and approved the appointment of Ms. Nishi M.
Shah as a Company Secretary & Compliance Officer of the Company with effect from April
21, 2024.
III. Director's Evaluation:
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has
carried out an annual performance evaluation of its own performance with an aim to improve
the effectiveness of the Chairperson, the Board, committees, individual director and the
Board as whole.
The Company has formulated a policy for performance evaluation of the Independent
Directors, the Board, their committees and other individual Directors which includes
criteria for performance evaluation of the Non-Executive Directors and Executive Directors
based on the recommendation of the Nomination & Remuneration Committee and Guidance
Note on Board Evaluation issued by the SEBI.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
IV. Familiarization program for Independent Director(s):
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in
place a system to familiarize its Independent Directors. All Board members of the Company
are invited to familiarize themselves with the Company, its management, its operations and
above all, the industry and issues. Separate sessions are organized during the year with
domain experts to enable Board members to update their knowledge of the sector. Details of
the familiarization program on cumulative basis are available on the Company's website at
http://www.luharukamediainfra.com/InvestorsRelation.aspx.
The familiarization program for Independent Directors aims to provide them with an
understanding of the Company's business operations, industry dynamics, regulatory
environment, financial performance, risk management practices, corporate governance
framework, and their roles and responsibilities, thereby enabling them to contribute
effectively to board discussions and decisions. During the financial year 2023-24, the
independent directors were updated from time to time on continuous basis on the
significant changes in the regulations, duties and responsibilities of Independent
Directors under the Act and SEBI Listing Regulations. The Company conducted 1 program
during the financial year 2023-24 and the time spent by Independent Directors was in the
range of 2 hours. The cumulative programs / meetings conducted till date were 8 and the
time spent by Independent Directors was in the range of 14 hours. The policy on Company's
familiarization program for independent directors is hosted on the Company's website
http://www.luharukamediainfra.com/InvestorsRelation.aspx.
V. Meeting of the Board and its Committees:
During the financial year 2023-24, four (4) Board Meetings were held on May 05, 2023,
August 11, 2023, November 03, 2023, and February 12, 2024. The necessary quorum was
present for all the meetings.
The details of attendance of Directors at Board Meetings during the financial year
2023-24 and at the 42nd Annual General Meeting ("AGM") of the Company
are mentioned herein below: -
| Sr. No. |
Name of Member |
Category |
No. of Meetings attended |
Attendance at 42nd AGM held on 12th September,
2023 |
|
|
|
Held during the tenure |
Attended |
% of attendance |
|
| 1. |
Mr. Ankur Agrawal |
Managing Director, Chairperson |
4 |
4 |
100 |
Yes |
| 2. |
Mr. Milin Ramani |
Non-Executive - Independent Director |
4 |
4 |
100 |
Yes |
| 3. |
Mr. Devendra Lal Thakur |
Non-Executive - Independent Director |
4 |
4 |
100 |
Yes |
| 4. |
Mrs. Apeksha Kadam |
Non- Executive - Non- Independent Woman Director |
4 |
4 |
100 |
Yes |
COMMITTEES OF THE BOARD:
The Committees of the Board play an important role in enhancing governance, oversight,
and specialized decision-making within the organization. Each committee focuses on
specific areas such as audit, risk management, nomination and remuneration, and
relationship with stakeholders, ensuring thorough examination and informed recommendations
on key issues, thereby supporting the board in making well-informed decisions aligned with
the Company's strategy and interests. Each Committee is guided by its Charter or terms of
reference, which provides for the composition, scope, powers and duties and
responsibilities. The recommendation and/or observations and decisions are placed before
the Board for information or approval.
Further, the minutes of the various committee meetings are also placed before the Board
in their meetings. The Chairperson of respective Committee updates the Board regarding the
discussions held/ decisions taken at the committee meetings.
There are four (4) Board Committees, consisting of both statutory & non-statutory
committees as on March 31, 2024 and details of committees are mentioned below:
STATUTORY COMMITTEES
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
i) AUDIT COMMITTEE
| Name of the Committee |
Category and Composition |
Other details |
|
Name |
Category |
|
| Audit Committee |
Mr. Devendra Lal Thakur (Chairperson) |
Non-Executive - Independent Director |
During the financial year under review, the Audit Committee met 4 (Four) times on May
05, 2023, August 11, 2023, November 03, 2023, and February 12, 2024; |
|
Mr. Ankur Agrawal (Member) |
Executive Director- Managing Director |
The Committee comprises of three Directors out of which 2/3rd are
Independent Directors and Chairperson of the committee is an Independent Director; |
|
Mr. Milin Ramani (Member) |
Non-Executive - Independent Director |
All members are financially literate and bring in expertise in the fields of finance,
accounting, development, strategy and management; |
|
|
|
Committee invites such of the executives as it considers appropriate, representatives
of the statutory auditors and internal auditors, to be present at its meetings; |
|
|
|
The Company Secretary acts as the Secretary to the Audit Committee; |
|
|
|
None of recommendations made by the Audit Committee were rejected by the Board. |
|
|
|
The AGM for the financial year 2022-23 was held on September 12, 2023 and was attended
by Mr. Devendra Lal Thakur, Chairperson of the Committee. |
ii) NOMINATION AND REMUNERATION COMMITTEE
| Name of the Committee |
Category and Composition |
Other details |
|
Name |
Category |
|
| Nomination and Remuneration Committee |
Mr. Milin Ramani (Chairperson) |
Non-Executive - Independent Director |
During the financial year under review, the Committee met 1 (One) time on May 05,
2023; |
|
Mr. Devendra Lal Thakur (Member) |
Non-Executive - Independent Director |
The Nomination and Remuneration Committee comprises of three directors out of which
2/3rd are independent directors and Chairperson of the committee is an
independent director; |
|
|
|
None of recommendations made by the Committee were rejected by the Board. |
|
Mrs. Apeksha Kadam (Member) |
Non-Executive - Non- Independent Director |
The AGM for the financial year 2022-23 was held on September 12, 2023 and was attended
by Mr. Milin Ramani, Chairperson of the Committee. |
Pecuniary Relationship or Transactions with Non-Executive Directors
During the year, there were no pecuniary relationships or transactions entered into
between the Company and any of its Non-Executive / Independent Directors apart from
payment of sitting fees and / or commission / perquisites as approved by the members.
Criteria of making payment of Remuneration to Non-Executive Directors
Non-Executive Directors ("NEDs") are paid remuneration by way of Sitting
Fees;
i. During the financial year 2023-24, no Commission was paid to the Non-Executive
Directors;
ii. No amount by way of loan or advance has been given by the Company to any of its
directors;
iii. The sitting fees payable to the NEDs for attending the Board and Committee
meetings is fixed subject to the statutory ceiling. The details of sitting fees paid to
the Non-Executive Independent Director and Non- Executive Non-Independent Directors for
the financial year 2023-24 are given in Annexure I.
Details of Remuneration paid to Executive Director
The details of remuneration paid to the Executive Directors for the financial year
2023-24 are given in Annexure I of the Directors' Report. The remuneration paid to
the Executive Directors is inclusive of all benefits i.e. salary, bonus, etc.
Non-Executive Non Independent Directors & Independent Directors were in receipt of
sitting fees only. Further, Company has not issued any stock options to the Directors of
the Company.
iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE
| Name of the Committee |
Category and Composition |
Other details |
|
Name |
Category |
|
| Stakeholders' Relationship Committee |
Mrs. Apeksha Kadam (Chairperson) |
Non-Executive - Non-Independent Director |
During the financial year under review, the Committee met 4 (Four) times on May 05,
2023, August 11, 2023, November 03, 2023, and February 12, 2024; |
|
Mr. Ankur Agrawal (Member) |
Executive Director- Managing Director |
The Committee comprises of four directors out of which two are independent directors.
The Chairperson of the Committee is Non-Executive - Non-Independent Director; |
|
Mr. Devendra Lal Thakur (Member) |
Non-Executive - Independent Director |
Details of Investor complaints and Compliance Officer are provided below; |
|
|
|
None of recommendations made by the Committee were rejected by the Board. |
|
Mr. Milin Ramani (Member) |
Non-Executive - Independent Director |
The AGM for the financial year 2022-23 was held on September 12, 2023 and was attended
by Mrs. Apeksha Kadam, Chairperson of the Committee. |
Status of Transfers:
There were no pending share transfer requests as on March 31, 2024.
Complaints:
| The details of shareholders' complaints received and disposed of during the financial
year under review are as follows: |
|
Name, designation and address of Compliance Officer: |
| STATUS OF INVESTOR COMPLAINTS |
|
Ms. Nishi M. Shah, |
| 1. Pending at the beginning of the financial year |
0 |
Company Secretary and Compliance Officer, |
| 2. Received during the financial year |
0 |
|
| 3. Disposed off during the financial year |
0 |
A-301, Hetal Arch, Opposite Natraj Market S.V.Road, Malad(West), Mumbai - 400067,
Maharashtra, India. |
| 4. Pending at the end of the financial year |
0 |
|
Attendance records of Committee Meetings
| Name of the Committee |
Audit Committee |
Nomination and Remuneration Committee |
Stakeholders' Relationship Committee |
| No. of meetings held |
4 |
1 |
4 |
| No. of meetings attended |
| Name of the member |
|
|
|
| Mr. Devendra Lal Thakur |
4 |
1 |
4 |
| Mr. Milin Ramani |
4 |
1 |
4 |
| Mr. Ankur Agrawal |
4 |
- |
4 |
| Mrs. Apeksha Kadam |
- |
1 |
4 |
NON-STATUTORY COMMITTEE OPERATIONS COMMITTEE
The Operations Committee of the Company was constituted by the Board of Directors in
their meeting held on August 02, 2022, for operational convenience and to deal with the
matters relating to frequent banking and day-to-day business affairs on urgent business
without necessarily calling for a board meeting.
Further, the Operations Committee also oversees operational efficiency, risk
management, cost control, and process improvement to ensure effective day-to-day
operations and support strategic objectives.
The Composition of the Operations Committee is as follows:
1. Mr. Ankur Agrawal, Managing Director
2. Mrs. Apeksha Kadam, Non-Executive - Non-Independent Director The terms of reference
of the Operations Committee include the following:
a) To authorize opening and closing of bank accounts & to authorize
additions/deletions to the signatories pertaining to banking transactions;
b) To approve investment of surplus funds of the Company in various mutual funds, fixed
deposits, govt. treasury bonds or any other securities, subject to limit as specified
under the provisions of Section 186 of the Companies Act, 2013 read with limits set by
Shareholders of the Company from time to time;
c) To approve any borrowing of money by the Company subject to limit as specified under
the provisions of Section 180 of the Companies Act, 2013 read with limits set by
Shareholders of the Company from time to time;
d) To grant loans or give guarantee or provide security in respect of loans on behalf
of the Company subject to limit as specified under the provisions of Section 186 or any
other provisions of the Companies Act, 2013 read with limits set by Shareholders of the
Company from time to time;
e) To approve transactions relating to foreign exchange exposure, derivative &
hedging contracts including but not limited to forward cover and derivative products
(within overall aforesaid limit of investment), including delegating such power to any
other official of the Company;
f) To delegate authority to the Company officials, Authorised Representative to
represent the Company at various Courts, National Company Law Tribunal (NCLT), Government
authorities, Stock Exchange(s), Securities and Exchange Board of India (SEBI), Securities
Appellate Tribunal (SAT) or Arbitration or any Court of Law or any Tribunal or any
Quasi-Judicial or Statutory or Administrative Authority to attend, sign and submit
applications, petitions, plaints, written statement, counterclaim, objection petition,
Complaints, vakalatnamas, evidence, affidavits and all other documents, etc.;
g) To approve, sign and execute service agreements, consultancy agreements, technical
support agreements, or any other agreements, accepting Purchase Order or purchase
contracts or incurring of any commitments including delegating such power to any other
official/employee/authorised Representative of the Company to sign and execute such
agreements;
h) Allotment and Post-Allotment activities of Company's Securities. The scope of work
of this Committee is to approve allotment, issue of Certificate/Letter of allotment,
transfer, transmission, re-materialisation, issue of duplicate certificates, consolidation
/split of Company's domestic and foreign Securities, (if any);
During the period under review, no meetings of Operations Committee were held.
13) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)
Your Company had 8 employees as on March 31, 2024. The statement containing particulars
of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
applicable to the Company as no employees were in receipt of remuneration above the limits
specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Further, the ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of Section 197(12) of the Act read along with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is annexed herewith as Annexure I and forms part of this report.
14) AUDITORS
A. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, M/s. R S R V & Associates, Chartered Accountants, (FRN:
115691W) is appointed as Statutory Auditor of the Company at 41st AGM held on
September 21, 2022, to hold office for a period of 5 consecutive years from the conclusion
of the 41st AGM till the conclusion of the 46th AGM to be held in
2027.
The report of the Statutory Auditor review does not contain any qualification,
reservation or adverse remark or disclaimer and the said report along with the notes is
enclosed with the Financial Statements.
The Statutory Auditor was present at the last AGM. Further, the Auditor of the Company
have not reported any fraud as specified under Section 143(12) of the Act.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership
No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company
for the financial year 2023-24 to conduct the Secretarial Audit and issue the Secretarial
Audit Report in Form MR-3. The report of the Secretarial Auditor for the financial
year 2023-24 is annexed as Annexure II to this Report.
The report is self-explanatory and does not have any other qualifications, reservation
and adverse remarks for the financial year ended March 31, 2024 except following –
There has been a delay in Compliance to the provisions of regulation 3(5) and 3(6)
of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation,
2015 with respect to submission of Structured Digital Database (SDD) Compliance
Certificate for the Quarter ended 31st December, 2023.
The Management explains -
"The SDD Compliance Certificate was duly acquired by the Company for the
quarter ended 31st December, 2023 on January 11, 2024 from HRU &
Associates, however due to a technical issue the same was not uploaded on BSE Listing
Portal within the prescribed timeline. Thereafter, the same was uploaded by the Company on
January 29, 2024 and as on date the Company is duly compliant with to the provisions of
regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulation, 2015 with respect to submission of Structured Digital Database (SDD)
Compliance Certificate."
The Secretarial Auditor of the Company was present at the last AGM of the Company.
Further, the Secretarial Auditor of the Company has not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.
C. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Act, read with the Companies
(Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Practicing
Chartered Accountants, Mumbai which has performed the duties of Internal Auditor of the
Company for the financial year 2023-24 and their report is reviewed by the Audit committee
from time to time.
D. COST AUDITOR
Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the
Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost
records and appointment of cost auditor is not applicable to your Company.
15) NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company outlines guidelines and
procedures for appointing directors, evaluating their performance, determining their
remuneration, and ensuring alignment with the Company's strategic goals and regulatory
requirements. This policy aims to attract and retain qualified directors, promote
transparency, and align director compensation with company performance and stakeholder
interests.
The Company has a Nomination and Remuneration Policy for Directors and Senior
Managerial Personnel in compliance with the provisions of Section 178 of the Act and as
approved by the Nomination and Remuneration Committee and the Board. The policy inter-alia
covers the Directors, Key Managerial Personnel and other senior management appointment and
remuneration. It is driven by the success and performance of the individual employees and
the Company. Through its compensation programme, the Company endeavors to attract, retain,
develop and motivate a high-performance workforce.
The Committee periodically reviews the composition of the Board with the objective of
achieving an optimum balance of size, skills, independence, knowledge, age, gender and
experience. The policy is available on website of the Company at web link
http://www.luharukamediainfra.com/InvestorsRelation.aspx. The policy covers the following
aspects:
• Appointment of Directors, KMP's and other senior management
• To evaluate the performance of the members of the Board.
• To ensure remuneration payable to Directors, KMP's & other senior Management
and to strike appropriate balance and commensurate among others with the functioning of
the Company and its long-term objectives.
• To retain motivate and promote talent within the Company and to ensure long term
sustainability of the managerial persons and create a competitive advantage.
• To recommend to the board, all remuneration, in whatever form, payable to senior
management.
16) CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Company has adopted the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider
Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015
("Insider Trading Regulations").
Pursuant to above, the Company has put in place adequate and effective system of
internal controls to ensure compliance with the requirements of Insider Trading
Regulations.
The Code is available on website of the Company at web link:
http://www.luharukamediainfra.com/Investors Relation.aspx.
17) RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions entered into are at an
arm's length basis and in the ordinary course of business. Prior omnibus approval of the
Audit Committee is obtained for Related Party Transactions which are of a repetitive
nature, entered into in the ordinary course of business and at arm's length. All related
party transactions are placed before the Audit Committee and Board of Directors for their
review and approval on quarterly basis. There were no material contracts or arrangements
or transactions with related parties, therefore Form AOC-2 does not form part of this
report. Details of the Related Party Transactions are provided in the accompanying
Financial Statements which form part of this Annual Report.
The Company has put in place a policy for related party transactions ("RPT
policy") which has been reviewed and approved by the Audit Committee and Board of
Directors respectively. The RPT policy provides for identification of related party and
related party transactions, materiality of related party transactions, necessary approvals
by the Audit Committee/Board of Directors/ Shareholders of related party transactions and
subsequent material modification thereof, reporting and disclosure requirements in
compliance with the provisions of the Act and the SEBI Listing Regulations. The RPT policy
has been uploaded on the website of the Company and can be accessed at the following link
http://www.luharukamediainfra.com/ InvestorsRelation.aspx.
18) WHISTLE BLOWER POLICY / VIGIL MECHANISM
A Whistleblower Policy, also known as a Vigil Mechanism, ensures a confidential
platform for employees and stakeholders to report concerns about unethical behavior,
misconduct, or illegal activities within the organization. It aims to foster a culture of
transparency, integrity, and accountability, providing assurances that disclosures will be
investigated promptly and impartially without fear of retaliation, thereby safeguarding
the interests of all stakeholders and upholding ethical standards. In compliance with
Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation, your Company has
adopted a Vigil Mechanism /Whistle Blower Policy. The Audit Committee oversees the
functioning of this policy. The Company's Vigil Mechanism/ Whistle Blower Policy aims to
provide the appropriate platform and protection for Whistle Blowers to report instances of
fraud and mismanagement, if any, to promote reporting of any unethical or improper
practice or violation of the Company's Code of Conduct or complaints regarding accounting,
auditing, internal controls or suspected incidents of violation of applicable laws and
regulations including the Company's ethics policy or Code of Conduct for Prevention of
Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism
provides a mechanism for employees of the Company to approach the Chairperson of the Audit
Committee of the Company for redressal.
Details of the Vigil Mechanism and Whistleblower policy are made available on the
Company's website at http://www.luharukamediainfra.com/InvestorsRelation.aspx.
During the financial year 2023-24, no cases under this mechanism were reported to the
Company.
19) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to upheld and maintain the dignity of women employees and to
provide a safe and conducive work environment to all its employees and associates working
in the Company. In compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place Policy on
Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
Your Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are
covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of
during the year:
| Particulars |
No of Complaints |
| Number of complaints pending at the beginning of the year, i.e April 01, 2023 |
Nil |
| Number of complaints received during the year |
Nil |
| Number of complaints disposed of during the year |
Nil |
| Number of cases pending at the end of the year, i.e. March 31, 2024 |
Nil |
20) ANNUAL RETURN
Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return of
the Company for financial year 2023-24 is available on Company's website at
http://www.luharukamediainfra.com/InvestorsRelation.aspx.
21) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, and to the best of Board's knowledge and belief and
according to the information and explanations obtained by them, your Directors confirm the
following statements:
i. In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed and there are no material departures;
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 the profits of the Company for the financial 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 had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
vi. The Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system are adequate and operating
effectively.
22) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e)
of the SEBI Listing Regulations and is presented in a separate section forming part of
this Annual Report. It provides details about the overall industry structure, global and
domestic economic scenarios, developments in business operations / performance of the
Company's various businesses, internal controls and their adequacy, risk management
systems, human resources and other material developments during the financial year
2023-24.
23) INTERNAL SYSTEMS AND CONTROL THEIR ADEQUACY
The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems, work performed by the
Internal, Statutory and Secretarial Auditors and external consultants; reviews performed
by the Management and relevant Board Committees including the Audit Committee, the Board
is of the opinion that the Company's internal financial controls with reference to the
financial statements were adequate and effective during the Financial Year under review.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
24) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The operations of your Company are not energy intensive and hence, disclosure pursuant
to the provisions of section 134(3) (m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible
measures to conserve energy. Several environment friendly measures are adopted by the
Company. The Company continued to give major emphasis for conservation of Energy. The
Company's operations do not require significant import of technology.
25) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and outgo required under Section 134 (3) (m) of
the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:
| Particulars |
Year Ended March 31, 2024 |
Year Ended March 31, 2023 |
| Foreign Exchange Used |
Nil |
Nil |
| Foreign Exchange Earned |
Nil |
Nil |
26) CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company does not come under the purview of the provisions of Section 135 of the Act
read with the Rules prescribed therein, relating to Corporate Social Responsibility.
27) BUSINESS RISK MANAGEMENT
Business risk management involves identifying, assessing, and mitigating potential
threats and uncertainties that could impact the achievement of the company's objectives
and overall performance.
Your Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The Company
has been addressing various risks impacting the Company and the policy of the Company on
risk management is provided in this annual report in Management Discussion and Analysis.
28) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans made, guarantee given or security provided in the ordinary course of business
by a NBFC registered with RBI are exempt from the applicability of the provisions of
Section 186 of the Act. As such, the particulars of loans and guarantee have not been
disclosed in this Report. Pursuant to Regulations 34(3) of the Listing Regulations, 2015,
the particulars of loans / advances have been disclosed in the notes to financial
statements.
29) MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION
The Managing Director ("MD") and Chief Financial Officer ("CFO")
have certified to the Board about compliance by the Company in accordance with Regulation
17(8) read with Part B of Schedule II of the Listing Regulations for the financial year
ended March 31, 2024 and the same forms part of this Annual Report.
30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the financial year 2023-24, there were no significant or material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status and operations
of the Company in future.
31) SECRETARIAL STANDARDS
Your Company has complied with all applicable Secretarial Standard issued and notified
by the Institute of Company Secretaries of India and approved as such by the Central
Government.
32) GENERAL DISCLOSURE
There has been no change in the nature of business of the Company;
There was no revision in the financial statements;
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014.
During the year under review, no funds were raised through preferential allotment or
qualified institutional placement.
The Company has complied with relevant guidelines as prescribed by Reserve Bank of
India from time to time and filed necessary forms as required by the NBFC's.
During the year under review, the Company has not made any application under Insolvency
and Bankruptcy Code,
2016 and there is no proceeding pending under the said Code as at the end of the
financial year;
During the year, the Company has not undergone any one-time settlement and therefore
the disclosure in this regard is not applicable.
33) ACKNOWLEDGEMENTS
Your Directors wish to express their gratitude for the guidance and co-operation
received from the Financial Institutions, Banks, various Central and State Government
Departments besides the Customers and Suppliers during the year under report. The
Directors place on record their deep appreciation of the devoted services of all the
employees. The Directors, particularly, wish to acknowledge and place on record the
continuous support and guidance of all the shareholders and, more importantly, for the
confidence reposed in the Company's management.
BY ORDER OF THE BOARD OF DIRECTORS OF
LUHARUKA MEDIA & INFRA LIMITED
Sd/-
ANKUR AGRAWAL
CHAIRPERSON & MANAGING DIRECTOR
DIN: 06408167
Date: July 29, 2024
Place: Mumbai
|