|
To,
The Members
Lake Shore Realty Limited (Formerly Known as Mahaan Foods Limited)
Your Directors take pleasure in submitting the 38th Annual Report of the Business and
operations of your Company and the Audited Financial Statements for the financial year
ended 31st March, 2025.
1. FINANCIAL RESULTS & PERFORMANCE
(Figures in lakhs)
| Particulars |
For the year ended 31-03-2025* |
For the year ended 31-03-2024* |
| Revenue from operations |
0.00 |
0.00 |
| Other Income |
135.80 |
125.08 |
| Total Revenue |
135.80 |
125.08 |
| Profit before tax and Exceptional Items |
96.85 |
88.43 |
| Exceptional Items |
0.00 |
0.00 |
| Profit before Taxation |
96.85 |
88.43 |
| -Current Tax |
24.54 |
23.57 |
| -Deferred Tax |
(0.54) |
(0.80) |
| -Excess/Short provision of tax |
0.00 |
(0.65) |
| Net Profit/(Loss) For the Year |
72.85 |
66.31 |
*Figures are grouped wherever necessary.
The Company discloses financial results on quarterly basis of which results are
subjected to limited review and publishes audited financial results on an annual basis.
The Financial Statements as stated above are also available on the Company's website
www.lakeshorerealty.in.
2. STATE OF COMPANY'S AFFAIR
During the year, Your Company not earn any revenue form business operation but there is
other income Rs. 135.80 Lacs as compared to total 125.08 Lacs in financial year 2023-24
and Profit before Tax for the year 2024-25 stood at Rs. 96.85 Lacs as compared to profit
before tax of Rs. 88.43 Lacs in financial year 2023-24. Profit after Tan x for the current
year stood at Rs. 72.85 Lacs as compared to profit after Tax of Rs. 66.31 Lacs in
financial year 2023-24.
Your Company is constantly looking out for viable business proposals and is trying to
come up with some business plan for growth of the Company in near future.
A detailed analysis on the Company's performance is included in the "Management's
Discussion and Analysis Report", which forms part of this Report.
3. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture and associate Company.
4. ROAD AHEAD:
Our vision is to lead in the development and management of large-scale projects across
various sectors, including real estate, infrastructure, hospitality, education,
healthcare, and industrial warehousing. Our priorities moving forward are;
Increase our involvement in high-impact projects across multiple sectors, both
in India and internationally, by identifying new opportunities and collaborating with
strategic partners.
Provide integrated solutions that cover the full project lifecycle?from
planning and design to construction, leasing, and marketing?delivering turnkey services
with exceptional quality, efficiency, and innovation.
Explore opportunities for growth beyond domestic borders, identifying emerging
markets and sectors where our expertise can add value.
5. DIVIDEND:
No dividend is recommended for the financial year ended 31st March, 2025.
6. TRANSFER TO RESERVE:
Company has not transferred any amount from profit to General Reserve.
7. SHARE CAPITAL:
The Company's Authorised Share capital comprising:
Rs. 20,00,00,000 (Rupees Twenty Crore Only) equity share capital divided into
2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each.
As at 31st March, 2025, the Company has issued 35,00,700 (Thirty-Five Lakhs Seven
Hundred) Equity Shares Equity Shares of Rs. 10/- each. The Issued, Subscribed and paid up
Capital are as under:
During the year under review, there is no change in the paid-up capital of the Company.
8. SHARES:
Buy Back of Securities
Your Company has not bought back any of its securities during the financial year.
Sweat Equity:
Your Company has not issued any Sweat Equity Shares during the financial year.
Bonus Shares:
No Bonus Shares were issued during the financial year.
Employees Stock Option Plan
Your Company has not provided any Stock Option Scheme to the employees during the
financial year.
9. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the course of this financial year, the company has undergone significant changes
in its nature of business operations. The Company was primarily engaged in manufacturing
of dairy products and pharma nutritional products which has post Members approval
diversified into the operation in development and management of projects relating to real
estate, infrastructure, hospitality, education, healthcare, industrial warehousing etc.
Due to a change in the nature of the business, the Company name was duly changed from
Mahaan Foods Limited to Lake Shore Realty Limited, w.e.f. 22nd April, 2025.
10. DEPOSITORY SYSTEM:
The Company's equity shares are available for Dematerialisation through National
Securities Depository Limited ("NSDL") and Central Depository Services (India)
Limited ("CDSL"). As of March 31, 2025, 87.70% of the Company's equity shares
were held in dematerialised form.
11. PUBLIC DEPOSITS:
During the year, Company has not accepted any deposits from public within the meaning
of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits)
Rules, 2014.
| Issued Capital |
3,50,07,000 |
| Subscribed Capital |
3,50,07,000 |
| Paid Up Capital |
3,50,07,000 |
12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant material order passed by the regulators or courts or tribunals
impacting the going concern status and company's operation in nature.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
13.1 DIRECTORATE:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 and other applicable rules, regulations, if any,
the Company has an optimum combination of the Executive and Non-Executive Directors in the
Board of Directors of the Company. As on 31st March, 2025, the Board comprised of 5 (Five)
The composition of the Board as on 31st March, 2025 is as below:
| Sr. No. |
Name of Director |
Designation |
| 1. |
Mrs. Saloni Goyal |
Non-Executive Director, |
| 2. |
Mr. Sanjeev Goyal |
Managing Director & Chairman |
| 3. |
Mrs. Manisha Goyal |
Non-Executive Independent Director |
| 4. |
Mr. Achal Kumar Khaneja |
Non-Executive Independent Director |
| 5. |
Mr. Dharmesh Bhutani |
Non-Executive Independent Director |
Further, after closure of financial till the date of preparation of Director Report's.
The Board was re-constituted due to change in management as under Changes in Management
post the financial year Appointments:
Mr. Chandan Hiralal Prajapati (DIN: 07214900) was appointed as an Additional
Non-Executive Director of the Company w.e.f. 4th August, 2025, subject to approval of the
shareholders.
Ms. Bhairavi Chandrakant Goswami (DIN: 00576641) was appointed as an Additional
Director and Managing Director of the Company under promoter category w.e.f. 4th August,
2025, subject to approval of the shareholders.
Mr Vijay Kumar (Din:07904740) was appointed as Additional Independent Director
(Non-Executive) of the Company w.e.f. 4th August, 2025, subject to approval of the
shareholders.
Mrs. Ruchi Ghanashyam (DIN: 09148241) was appointed as Additional Independent Director
(NonExecutive) of the Company w.e.f. 4th August, 2025, subject to approval of the
shareholders.
Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under Section 164 of the Companies Act, 2013.
Retirement by Rotation:
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Chandan Hiralal Prajapati (DIN: 07214900) Non-Executive
Director, retire by rotation and is being eligible has offered himself for reappointment
at the ensuing Annual General Meeting. Company's policy on directors' appointment and
remuneration is available on the website of the company at www.lakeshorerealty.in.
Cessation:
Resignation of Mrs. Saloni Goyal (DIN: 00400832), Mrs. Manisha Goyal (DIN: 00724073),
Mr. Sanjeev Goyal (DIN: 00221099) Mr. Dharmesh Bhutani (DIN: 00235301), and Mr. Achal
Kumar Khaneja (DIN: 02282489) from the office of Director of the Company w.e.f. 4th
August, 2025 due to change of management.
13.2 KEY MANAGERIAL PERSONNEL:
Appointments of KMP:
During the financial year under review Mr. Ankit Agarwal appointed as Company Secretary
& Compliance Officer w.e.f. 14th November, 2024
Further, after closure of financial till the date of preparation of Director Report's.
Ms. Bhairavi Chandrakant Goswami is appointed as Managing Director of the Company w.e.f.
4th August, 2025, due to change of management.
Cessation of KMP
During the financial year under review Ms. Ritika Aggarwal resigned as Company
Secretary & Compliance Officer w.e.f. June 12, 2024 and Mr. Shivam Sharma has joined
as Company Secretary & Compliance Officer of the Company w.e.f. July 16, 2024.and
resigned from the office w.e.f. 05th October, 2024.
Further, after closure of financial till the date of preparation of Director Report's.
Mr. Jitender Singh Bisht resigned from the office of CFO of the Company w.e.f. 4th August,
2025, due to change of management.
Further, after closure of financial till the date of preparation of Director Report's.
Mr. Ankit Agarwal resigned from the office as Company Secretary & Compliance Officer
of the Company w.e.f. 13th August, 2025, due to change of management.
The Board placed on record its appreciation for the valuable services rendered by Ms.
Ritika Aggarwal, Mr. Shivam Sharma, and Mr. Jitender Singh Bisht.
14. ANNUAL RETURN:
As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual
return to Directors Report is discontinued. The Annual Return for FY 2024-25 is available
on Company's website at www.lakeshorerealty.in.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES:
With reference to Section 134(3)(h) of the Companies Act, 2013, and SEBI Listing
Regulations all contracts and arrangements with related parties under section 188 of the
Companies Act, 2013 entered by the Company during the financial year, were in ordinary
course of business and at arm's length basis. Details of the related party transactions
made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and
information.
16. POLICY ON RELATED PARTY TRANSACTIONS:
The Board of the Company has adopted the Policy and procedure with regard to Related
Party Transactions. The policy envisages the procedure governing the materiality of
Related Party Transactions and dealing with Related Party transactions required to be
followed by Company to ensure compliance with the Law and Regulation. The said Policy is
available on the website of the Company.
The Policy on Related Party Transactions is uploaded on the website of the company. The
web link is www.lakeshorerealty.in.
17. COMMITTEES OF THE BOARD:
The Company has constituted the three Committees of the Board: Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee. The
Composition of various committees and compliances, as per the applicable provisions of the
Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 are as follows:
Audit Committee:
Terms of Reference:
The Audit Committee provides direction to the audit function in the Company and
monitors/reviews the quality of financial management and internal audit. It also oversees
the financial reporting process for proper disclosure in the financial statements and
recommends appointment, re-appointment and removal of the auditors and about fixing their
remuneration.
The Committee also reviews the quarterly, halfyearly as well as annual financial
statements before the same are submitted to the Board, with particular reference to
matters to be included in Directors' Responsibility Statement; changes, if any, in the
accounting policies and practices; major accounting entries involving estimates based on
exercise of judgment by the management; significant adjustments made in financial
statements; compliance with listing and other legal requirements relating to financial
statements; disclosure and approval of related party transactions; qualifications, if any,
in the draft audit report; scrutiny of inter-corporate loans and investments if any,
valuation of undertakings or assets of the company, wherever it is necessary; etc. It also
oversees the working of the Internal Audit system, including the internal control
mechanism of the Company.
The Terms of reference of the Committee can be accessed at website of the Company at
www.lakeshorerealty.in
Composition: The composition of the Audit Committee and terms of reference are in
compliance with the provisions of Section 177 of the Act. All members of the Committee are
financially literate and have accounting or related financial management expertise.
*The Audit Committee consists of the following members as on 31st March, 2025:
| Sr. No. |
Name of Director |
Category |
| 1. |
Mr. Sanjeev Goyal |
Managing Director |
| 2. |
Mrs. Manisha Goyal |
Non-Executive Independent Director |
| 3. |
Mr. Achal Kumar Khaneja |
Non-Executive Independent Director |
| 4. |
Mr. Bhutani Dharmesh |
Non-Executive Independent Director |
*Note: Further, after closure of financial till the date of preparation of Director
Report's. The Audit Committee was re-constituted due to change in management is given in
Annexure- 5
Meeting and attendance: Following are the detail of the attendance of each of the
members of the Audit Committee at its Meeting held during the year as on 31st March, 2025
under review:
| Sr. No. |
Date of Meeting |
Total No of Members on date of meeting |
Attendance |
|
|
|
No. of Members attended |
% of Attendance |
| 1. |
29-05-2024 |
4 |
3 |
75% |
| 2. |
13-08-2024 |
4 |
4 |
100% |
| 3. |
14-11-2024 |
4 |
3 |
75% |
| 4 |
25-01-2025 |
4 |
3 |
75% |
Nomination and Remuneration Committee:
Terms of Reference inter-alia includes:
1. Formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board of Directors a policy relating to,
the remuneration of the Directors, Key Managerial Personnel and other employees;
2. Formulate the criteria for effective evaluation of performance of the Board, its
Committees and individual Directors and review its implementation and compliance;
3. Devise a policy on diversity of the Board of Directors;
4. Identify persons who are qualified to become Directors and who may be appointed in
Senior Management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal;
5. To consider whether to extend or continue the term of appointment of Independent
Directors, on the basis of the report of performance evaluation of Independent Directors;
Set the level and composition of remuneration
6. which is reasonable and sufficient to attract, retain and motivate Directors and
Senior Management of the quality required to run the Company successfully;
7. Set the relationship of remuneration to performance;
8. Check whether the remuneration provided to Directors, Key Managerial Personnel and
Senior Management includes a balance between fixed and incentives pay reflecting
short-term and longterm performance objectives appropriate to the working of the Company
and its goals;
9. Review and implement succession plans for Managing Director, Executive Directors and
Senior Management;
10. Review and make recommendations to the Board with respect to any incentive-based
compensation and equity-based plans that are subject to the Board or shareholder approval
(including broad- based plans); and
11. Recommend to the Board, all remuneration, in whatever form, payable to Senior
Management.
The salient features of the policy and changes therein, if any, along with the web
address of the policy, is www.lakeshorerealty.in
Composition: The composition of the Nomination and Remuneration Committee and terms of
reference are in compliance with the provisions of Section 178 of the Act. All members of
the Committee are financially literate and have accounting or related financial management
expertise.
*The Nomination and Remuneration Committee consists of the following members as on 31st
March, 2025:
| Sr. No. |
Name of Director |
Category |
| 1. |
Mr. Sanjeev Goyal |
Managing Director |
| 2. |
Mrs. Manisha Goyal |
Non-Executive Independent Director |
| 3. |
Mr. Achal Kumar Khaneja |
Non-Executive Independent Director |
| 4. |
Mr. Dharmesh Bhutani |
Non-Executive Independent Director |
*Note: Further, after closure of financial till the date of preparation of Director
Report's. The Audit Committee was re-constituted due to change in management is given in
Annexure- 5
Meeting and attendance: Following are the detail of the attendance of each of the
members of the Nomination and Remuneration Committee at its Meeting held during the year
as on 31st March, 2025 under review:
| Sr. No |
Date of Meeting |
Total No of Member s on date of meeting |
Attendance |
|
|
|
No. of Members attended |
% of Attendance |
| 1. |
29-05 2024 |
4 |
3 |
75% |
| 2. |
16-07 2024 |
4 |
3 |
75% |
| 3. |
14-11 2024 |
4 |
3 |
75% |
Stakeholder Relationship Committee:
Terms of Reference:
1. To monitor complaints received by your Company from its Shareholders, Debenture
holders, other security holders, Securities and Exchange Board of India ('SEBI'), Stock
Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by
your Company for redressing the same;
2. To approve requests for transposition, deletion, consolidation, sub-division, change
of name, dematerialisation, rematerialisation, etc. of shares, debentures and other
securities;
3. To review the measures taken to reduce the quantum of unclaimed dividend/ interest
and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the
shareholders of your Company;
4. To resolve grievances of security holders including complaints related to
transfers/transmission of shares, non-receipt of annual report, non-receipt of dividends,
issue of new/duplicate certificates, general meetings, etc.
5. To review measures taken for effective exercise of voting rights by shareholders;
6. To review of adherence to the service standards adopted by the listed entity in
respect of various services being rendered by the Registrar & Transfer Agent; and
7. To perform such other acts, deeds, and things as may be delegated to the Committee
by the Board from time to time.
Composition: The composition of the Stakeholder Relationship Committee and terms of
reference are in compliance with the provisions of Section 178 of the Act. All members of
the Committee are financially literate and have accounting or related financial management
expertise.
*The Stakeholder Relationship Committee consists of the following members as on 31st
March, 2025:
| Sr. No. |
Name of Director |
Category |
| 1. |
Mr. Sanjeev Goyal |
Managing Director |
| 2. |
Mrs. Manisha Goyal |
Non-Executive Independent Director |
| 3. |
Mr. Achal Kumar Khaneja |
Non-Executive Independent Director |
| 4. |
Mr. Dharmesh Bhutani |
Non-Executive Independent Director |
*Note: Further, after closure of financial till the date of preparation of Director
Report's. The Stakeholder Relationship Committee was re-constituted due to change in
management is given in Annexure- 5
Meeting and attendance: Following are the detail of the attendance of each of the
members of the Stakeholder Relationship Committee at its Meeting held during the year as
on 31st March, 2025 under review:
| Sr N o. |
Date of Meeting |
Total No of Member s on date of meeting |
Attendance |
|
|
|
No. of Members attended |
% of Attenda nce |
| 1. |
25-01-2025 |
4 |
4 |
100 % |
18. CORPORATE GOVERNANCE:
In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, compliances with the Corporate Governance provisions as
specified under regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and
clause (b) to (i) and (t) of sub regulation (2) of regulation 46 and Para-C, D and E of
Schedule V are not applicable to the Company as paid-up share capital of the Company is
less than Rs.10 crore and the net-worth of the Company is less than Rs. 25 crores as on
the financial year ended on 31st March, 2025. However, in accordance with provisions of
regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, the Company has made compliances with the applicable provisions under the Companies
Act, 2013.
19. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information relating to Conservation of Energy, Technology Absorption and Foreign
Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read
together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report
as per Annexure -2.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulation 2015, the Management Discussion and Analysis Report of the financial condition
and results of consolidated operations of the Company under review, is annexed and forms
an integral part of director's report
21. AUDITORS:
STATUTORY AUDITORS:
M/s PGS & Associates, Chartered Accountants (Firm Registration No. 122384W) be and
are hereby recommended to be appointed as Statutory Auditors of the Company for a term of
Five consecutive Financial years commencing from the conclusion of this Annual General
Meeting till the conclusion of the 43rd Annual General Meeting on recommendation of the
Audit Committee subject to the approval of shareholders of the Company.
INTERNAL AUDITOR:
The Board has appointed M/s. NKN & Associates, Chartered Accountants, (FRN:
028140N), as an Internal Auditor for financial year 2024-25 after obtaining his
willingness and eligibility letter for appointment as Internal Auditor of the Company. The
scope of work and authority of the Internal Auditors is as per the terms of reference
approved by Audit Committee. The Internal audit report for the financial year 2024-25 is
received.
SECRETERIAL AUDITOR:
Your board has appointed in compliance with Section 204 of the Act, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its
meeting held on 29.08.2025 based on recommendation of the Audit Committee, has approved
the appointment of CS Dipti Dharmesh Zaveri, Practising Company Secretary (Membership No.
10170, Certificate of Practice No. 12575 as Secretarial Auditors of the Company for FY
2025-26.
The secretarial report for the financial year 2024-25 is attached as Annexure-3 which
is duly received from
M/s. Rahul G & Company, Company Secretaries (ACS: 51394 and CP: 20528), who was the
Secretarial Auditor for the FY 2024-25.
The Secretarial Audit Report does not contain any qualification, observation or other
adverse remarks which required any clarification from the Board.
22. COMMENTS ON AUDITOR'S REPORT:
The notes referred to in the Auditor Report are selfexplanatory and they do not call
for any further explanation as required under section 134 of the Companies Act, 2013.The
Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company in the year under review.
23. NUMBER OF MEETING HELD DURING THE YEAR:
During the Financial Year 2024-25, Five (5) Board Meetings were convened and held and
the gap between two meetings did not exceed 120 days.
Board meetings held on following dates:
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
29-05-2024 |
5 |
4 |
| 2. |
16-07-2024 |
5 |
4 |
| 3. |
13-08-2024 |
5 |
5 |
| 4. |
14-11-2024 |
5 |
4 |
| 5. |
25-01-2025 |
5 |
4 |
24. LOANS, GUARANTEES AND INVESTMENT:
The Company neither granted any loan or guarantee nor made any investment in terms of
provisions of Section186 of the Act.
25. DECLARATION BY INDEPENDENT DIRECTORS:
Company has received declaration from all the independent directors duly signed by them
stating that they meet the criteria of independence as provided in section 149(6) of the
Companies Act, 2013.
There has been no Change in the circumstances affecting their status as Independent
Directors of the Company so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant regulations.
All the independent directors have cleared Online Self-Assessment Test with the Indian
Institute of Corporate Affairs at Manesar.
26. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent
Directors of the company have complied with the code of Independent Director. Independent
Directors met separately 15th February, 2025 to inter alia review the performance of
Non-Independent Directors (Including the Chairman), the entire Board and the quality,
quantity and timeliness of the flow of the information between the Management and the
Board.
27. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS:
The Independent Directors are already conversant with their roles, rights, duties and
responsibilities in the company, and are familiar with the nature of industry in which the
company operates etc. Further, Independent Directors are regularly briefed about the
latest updates pertaining to regulatory/statutory changes and its likely impact on the
Company workings.
The said familiarization programme for independent directors, is also available on the
Company's website at www.lakeshorerealty.in.
28. VIGIL MECHANISM & WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee. It
is affirmed that no personnel of the Company have been denied access to the Audit
Committee. The Whistle Blower Policy has been posted on the website of the Company at
www.lakeshorerealty.in.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors
hereby confirm:
A. That in preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departments;
B. That the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs if the Company at the end of the
financial year and of the profit of the Company for that period;
C. That the directors had 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 for preventing and detecting fraud and other irregulations;
D. That the directors had prepared the annual accounts on a going concern basis; and
E. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively;
F. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
30. ANNUAL EVALUATION:
During the year, the Board has carried out the annual evaluation of its own performance
as well as the evaluation of the working of its committees and individual Directors,
including Chairman of the Board. This exercise was carried out through a structured
questionnaire prepared separately for Board, Committee and individual Directors.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
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. In addition, the chairman was also evaluated on
the key aspects of his role.
The Board acknowledged certain key improvement areas emerging through this exercise and
action plans to address these are in progress. The performance evaluation of the
Non-Independent Directors, performance of Board as a whole including Chairman was carried
out by the Independent Directors at a separate meeting of the Independent Directors on
15th February, 2025.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
31. REMUNERATION POLICY:
Pursuant to the provisions of Section 178(3) of the Act, the Board has on the
recommendation of the NRC framed a policy on Remuneration of Directors and Senior
Management Employees, which is available on the Company's website at
www.lakeshorerealty.in.
The current Remuneration Policy inter-alia ensures that appropriate and suitable
members are appointed on the Board of the Company and that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors and
meets appropriate benchmarks. The Nomination and Remuneration Committee at its sole
discretion considers the integrity, qualification, expertise and experience of the person
for appointment as a director and then recommends to the Board of her appointment.
Managing Director: They are paid remuneration as decided and approved by the Board from
time to time on recommendation of the Committee. Such remuneration is determined according
to industry standards, experience, laws and regulations, prevailing market conditions and
the scale of Company's business relating to the position.
Other Directors: The Company remunerates its nonexecutive by way of Sitting Fees for
attending meetings of the Board and/or any Committee thereof decided by the Board subject
to the maximum amount prescribed under the applicable provisions of the Companies Act,
2013.
32. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The internal audit covers a wide variety
of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 re-emphasizes the need for an effective internal financial
control system in the company. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of internal financial controls with reference
to the financial statements to be disclosed in the board's report. The detailed report
form part of Independent Auditors Report.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social
Responsibility are not applicable on the Company.
35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures
pertaining to remuneration as required under section 197(12) of the companies act 2013
read with rules 5 of the companies (appointment and remuneration of managerial personnel)
Rules, 2014 are annexed in Annexure -4 to this report and form part of this Report.
36. RISK MANAGEMENT:
Risk management includes identifying types of risks and its assessment, risk handling
and monitoring and reporting. Your Company has laid down a well-defined risk management
mechanism covering the risk mapping and trend analysis, risk exposure, potential impact
and risk mitigation process. A detailed exercise is being carried out to identify,
evaluate, manage and monitor the principal risks that can impact its ability to achieve
its strategic objectives. The Board periodically reviews the risks and suggests steps to
be taken to control and mitigate the same through a properly defined framework.
37. LISTING AT STOCK EXCHANGE:
The Annual Listing Fee for the current year has been paid to the BSE Limited.
38. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT:
Pursuant to Share Purchase Agreement dated May 30, 2025 transfer of 19,19,360 equity
shares of ^10 each, constituting 54.84% of the paid-up equity share capital of the Company
by Mr. Aditya Goyal, Mr. Sanjeev Goyal, Ms. Saloni Goyal, Ms. Sanya Goyal, M/s. Sanjeev
Goyal HUF and Ms. Priyanka Sethi (collectively "Selling Promoters") to AL Maha
Investment Fund Pcc - Onyx Strategy and Indigo Infracon Private Limited (collectively
"Acquirers").
As a result of this transaction, all management control and rights of the Company have
been transferred to the Acquirers, and the Selling Promoters have ceased to have any role
in the management or decision-making of the Company effective from the date of the
agreement.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has in place a policy against sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. There are not more than 10 employees in
your Company hence Internal Complaint Committee is not set up. All employees are covered
under the policy. There was no complaint received from any employee during the financial
year 2024-25 and hence no complaint is outstanding as on 31st March, 2025 for redressal.
40. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
During the year there are not more than 10 employees in your Company hence the
provisions of the Maternity Benefit Act, 1961, currently not applicable to your Company.
41. GENDER-WISE COMPOSITION OF EMPLOYEES:
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the 31st March, 2025.
Male Employees: 2
Female Employees: 0
Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
42. SECRETARIAL STANDARDS ISSUED BY THE
INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).
43. PREVENTIONOF INSIDER TRADING:
The Company has adopted a Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive information with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of Company 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. The Board is responsible for implementation of the Code.
The Company has a Prohibition of Insider Trading Policy and the same has been posted on
the website of the Company at www.lakeshorerealty.in.
44. RESEARCH & DEVELOPMENT:
The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is not significant in relation to the
nature size of operations of your Company.
45. FRAUD REPORTING:
During the financial year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees to the Audit Committee or to the Central Government under
Section 143(12) of the Companies Act, details of which needs to be mentioned in this
Report.
46. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business activities carried out by the
Company.
47. STATUTORY INFORMATION:
The Company is basically engaged in the business of infrastructure and is a Real estate
Company. Apart from this business, the company is not engaged in any other
business/activities.
48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
There are no applications made or any proceedings pending against the Company under
Insolvency and Bankruptcy Code, 2016 during the financial year.
49. APPRECIATION:
Your Directors take this opportunity to place on record their appreciation and sincere
gratitude to all stakeholders of the company viz. Shareholders, banks and other business
partners for their valuable support and look forward to their continued co-operation in
the years to come. The Directors place on record their sincere appreciation to all
employees of the company for their support and contribution to the company.
50. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year
| For the Board of Director |
|
| Lake Shore Realty Limited (Formerly Known as Mahaan Foods Limited) |
|
| Bhairavi Chandrakant Goswami |
Chandan Hiralal Prajapati |
| Managing Director |
Director |
| DIN : 00576641 |
DIN : 07214900 |
| Place : Delhi |
|
| Date : 29.08.2025 |
|
|