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Directors Report of Landmarc Leisure Corporation Ltd.
Mar 31, 2025
Your Director''s have pleasure in presenting Annual Report together with the Audited
Accounts of theCompany for the year ended 31st March, 2025
1. FINANCIAL RESULTS
Your Company financial performance during the year 2024-25 is summarized below:
(Rs. In Lakhs)
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from Operations |
115.47 |
49.55 |
|
Other Income |
8.85 |
2.69 |
|
Total Revenue |
124.32 |
52.24 |
|
Less: Depreciation Expenses |
(0.74) |
(0.81) |
|
Less: Expenses |
(98.11) |
(125.72) |
|
Profit/(Loss) Before Extraordinary Items |
25.47 |
(74.29) |
|
and Tax |
||
|
Less: Extraordinary Items |
- |
- |
|
Profit/(Loss) Before Tax |
25.47 |
(74.29) |
|
Less: Taxation |
- |
(0.47) |
|
Profit/(Loss) After Tax |
25.47 |
(74.76) |
|
EPS (in Rs.) |
0.003 |
(0.009) |
2. FINANCIAL SUMMARY
The Company''s Net Profit for the Financial Year ended March 31, 2025 stood at Rs.
25,47,000 as against a Net loss of Rs. 74,29,000 in the previous year.
3. CHANGE IN NAME OF THE COMPANY
There was no change in the name of the company during the year under review.
4. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company.
5. TRANSFER TO RESERVES
Profit during the year has been transferred to Reserves.
6. CHANGES IN SHARE CAPITAL
During the financial year under review, there was no change in the share capital of
the company.
However, subsequent to the end of the Financial year, the company through its postal
ballot dated June 20, 2025, issued and allotted 18,00,00,000 (Eighteen Crores) Equity
Shares having a face value of Re. 1/- (Rupee One Only) at an issue price of Rs. 1.11/-
(One Rupee and Eleven Paise only) per Equity Share, by way of preferential allotment
to the proposed allottees, aggregating to Rs. 19,98,00,000/- (Rupees Nineteen Crores
Ninety Eight Lakh Only).
Application filed to BSE however it is pending before BSE for approval.
7. DIVIDEND
The Board of Directors expressed their inability to recommend any dividend on equity
shares forthe year ended March 31, 2025.
8. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from public nor during
the previous financial year.
9. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or
Bonus sharesduring the year under review.
10. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
11. STATUTORY AUDITORS
M/s. S K H D &Associates, Chartered Accountants were appointed as Statutory
Auditor of the Company hold office for a period of five years from the conclusion of
30th Annual General Meeting until the conclusion of 35th Annual General Meeting.
The Board noted the continuation of M/s. S K H D & Associates, Chartered
Accountants as Statutory Auditors of the Company till FY 2025-2026.
12. INTERNAL AUDITOR
The Board of Directors on the recommendation of Audit Committee in their meeting
on Tuesday, May 28, 2024 have appointed M/s Kunal B. Shah & Associates as Internal
Auditor for a period of 3 years from Financial Year 2024-2025 to Financial Year 2026¬
2027.
13. STATUTORY AUDIT REPORT
The Auditor''s Report on the financial statement for the current year is self¬
explanatory, therefore does not require any further explanation. The Company has
already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
14. COST AUDITOR REPORT AND COST RECORD
Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OF THE COMPANIES ACT, 2013
There are no frauds reported by the Statutory Auditors of the Company under Section 143
(12) of the Companies Act, 2013.
16. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. NVB & Associates, Practicing Company Secretary, is the Secretarial Auditor of the
Company for the FY 2024-25. Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the Listing Regulations the Board of Directors in their meeting
held on May 28, 2024 have re-appointed M/s. NVB & Associates, Practicing Company
Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the
Financial Years 2024-25.
M/s. NVB & Associates, Practising Company Secretaries ceased to be the Secretarial
Auditors of the Company w.e.f. August 29, 2025 due to pre-occupation.
Further, appointment of M/s. DSM and Associates, Company Secretaries (UCN:
P2015MH038100) as Secretarial Auditors of the Company The SEBI has amended the
Listing Regulations with effect from December 12, 2024 by way of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and provides
that every Listed Entity and its Material Unlisted Subsidiary incorporated in India shall
undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewed
Company Secretary and shall be recommended by the Board for the approval of the
Shareholders. The appointment of an individual as Secretarial Auditor shall not be more
than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor
for not more than two terms of five consecutive years each with the approval of the
Shareholders in the Annual General Meeting.
In line with the above SEBI amendment, the Board, subject to the approval of the
members, proposes to appoint M/s. DSM and Associates, Company Secretaries as
Secretarial Auditors of the Company for a period of five consecutive financial years i.e.,
from FY 2025-26 to FY 2029-30 on such terms of remuneration, including
reimbursement of out-of-pocket expenses, as may be mutually agreed between the
Board of Directors of the Company and the Secretarial Auditor.
In connection with the proposed appointment, M/s. DSM and Associates, Company
Secretaries have confirmed their eligibility and independence to conduct the Secretarial
Audit of Landmarc Leisure Corporation Limited.
Necessary resolution seeking the approval of the Members for the said appointment
forms part of the Notice of the 34th Annual General Meeting.
The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual
Report and attached herewith as Annexure- 6.
The Secretarial Audit report for the current year is self-explanatory, therefore does not
require any further explanation.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the composition of directors
and KMP.
Subsequent to the end of the financial year under review, the company through its
(01/2025-26) postal ballot dated June 20, 2025, re-appointed Mr. Mahadevan
Ramanathan Kavassery (DIN: 07485859) as a Whole-Time Director and Chief Financial
Officer (CFO) for a period of three years effective from April 12, 2025 to April 11,
2028.
Also, after the closure of Financial Year, following changes were made in the
composition of directors:_
1. Mr. Jaljeet Kiran Ajani (DIN: 07977686) resigned from the post of Non- Executive
Independent Director with effect from August 07, 2025 vide his resignation letter
dated August 07, 2025.
2. Ms. Vidhi Kasliwal (DIN: 00332144), Non-Executive-Non-Independent Director of
the Company who was liable to retire by rotation has been re-appointed in the
board meeting held on August 29, 2025, subject to the approval of the members
of the Company.
Mr. Rudra Narain Jha (DIN: 00033291), Non-Executive Independent Director is associated
with two companies undergoing Corporate Insolvency Resolution Process (CIRP) namely:-
1. Shree Ram Urban Infrastructure Limited
2. Raghuveer Urban Construction Company Private Limited
18. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD
During the year under review, six meetings of the Board of Directors were held details
of which are given in the Corporate Governance Report which is annexed as Annexure
- 4 to this Report.
Further, during the year under review the Committees of Board of Directors were duly
constituted and their meetings were conducted in accordance with the Act and the
Listing Regulations, details of which are given in the Corporate Governance Report
which is annexed as Annexure - 4 to this Report.
19. ANNUAL RETURN
The Annual Return along with Notice of AGM is uploaded on the website of the
Company. Theweb link for the same is as under: https://llcl.co.in/
20. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
As on March 31, 2025, the Company does not have any subsidiary, associate or joint
venture.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as Annexure 2.
22. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and
Employees to report genuine concerns. The Vigil Mechanism provides for (a)
adequate safeguards against victimization of persons who use the Vigil Mechanism;
and (b) direct access to the Chairperson of the Audit Committee of the Board of
Directors of the Company in appropriate or exceptionalcases.
The web link for the policy is as under: https://llcl.co.in/
23. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing
Regulations, is annexed as Annexure- 5 of this Report.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company
as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
25. RELATED PARTY TRANSACTIONS
There were contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The
related party transactions as per IND AS 24 are given in the notes to the financial
accounts and forms part of the Annual Report in AOC-2 as Annexure - 1. The policy
on Related Party Transactions is part of the website of the Company. The web link for
the policy on related party transaction is as under:
https://llcl.co.in/
26. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the
Company, its management and operations and provides an overall industry
perspective as well as issues being faced by the industry. Details of the Familiarization
program for Independent Directors form part of the website of the Company. The web
link of Familiarization program is as under: https://llcl.co.in/
28. INDEPENDENT DIRECTOR''S MEETING
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
29. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirement) Regulations, 2015, the Independent Directors of the
Company have given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
30. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions
specified in SEBI(LODR) Regulations, 2015, and are independent of the management of
the Company.
31. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee, including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non -Independent Directors was carried out by
the Independent Directors. The Directors expressed their satisfaction with the
evaluation process.
32. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:
As on March 31, 2025 - 8,25,40,000 (Eight Crores, Twenty-Five Lakhs and Forty Thousand)
equity shares of the Company i.e. 100% of the total equity shares were held in
dematerialized form. The International Securities Identification Number (''ISIN'') allotted to
the Company''s shares under the Depository System is INE394C01023.
During the year under review, the company''s preference shares were unlisted.
However, subsequent to the end of financial year, the company received its ISIN:
INE394C04019 â for 2,54,00,000 Unsecured Cumulative Non-Participative Redeemable
Non-Convertible Preference Shares, as per CDSL''s letter dated June 16, 2025.
The Company has entered into agreements with both the Depositories i.e., National
Securities Depository Limited and Central Depository Services (India) Limited.
Shareholders can open their accounts with any of the Depository Participant registered
with the above-mentioned depositories.
The Equity Shares of the Company are infrequently traded at BSE. The detailed
information is covered in the Corporate Governance Report forming part of this Annual
Report.
33. CORPORATE GOVERNANCE
The company has complied with the provisions of Regulation 17 to 27 of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to the extent possible. A separate section on Corporate
Governance forms part of the Directors'' Report as stipulated in Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
included in the Annual Report as Annexure - 4.
34. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS: The Board
hereby states that the Company has complied with all the applicable secretarial
standards to the extent possible
35. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE
UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of loans, guarantees and investments made by Company pursuant to
Section 186 of the Companies Act, 2013 are given in the notes to the financial
accounts forming part of the Annual Report. The loans and advances made by the
Company, during the financial year under review, are within the limits prescribed in
the section 186 of the Companies Act, 2013
36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR
There have been following material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year of the
Company to which the financialstatements relate and the date of the report:-
The company through its postal ballot dated June 20, 2025, issued and allotted
18,00,00,000 (Eighteen Crores) Equity Shares having a face value of Re. 1/- (Rupee One
Only) at an issue price of Rs. 1.11/- (One Rupee and Eleven Paise only) per Equity Share, by
way of preferential allotment to the proposed allottees, aggregating to Rs. 19,98,00,000/-
(Rupees Nineteen Crores Ninety Eight Lakh Only).
As per MCA Circular, Current year AGM is being held through Video Conferencing.
Necessary procedure is given in the AGM Notice. Members are requested to update
their Email ID either by writing to the Company or through the Register or Transfer
Agents.
37. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
SEBI vide order dated January 20, 2023 has imposed penalty on company and its
director. The same has been paid.
3 THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR -
As on March 31, 2025, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF
There is no one time settlement done with bank or any financial institution.
40. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT
SHALL EXPLAIN THE REASON THEREOF;
The trading of the company has been suspended due to non- payment of ALF dues.
41. NOMINATION AND REMUNERATION POLICY
An extract of the Company''s policy relating to directors appointment, payment of
remunerationand discharge of their duties.
The web link to the Nomination and Remuneration Policy is as under: https://llcl.co.in/
42. PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of remuneration
aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 (âthe
Act") read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014 which is attached as Annexure - 3.
43. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions specified
in SEBI (LODR) Regulations, 2015, and are independent of the management of the
Company.
44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
a. The constitution of Committee as on March 31. 2025 is as follows:
|
Name of the Member |
Directorship |
Status in |
|
Aarti Bagdi |
Non-executive Independent |
Chairperson |
|
Jaljeet Kiran Ajani |
Non-executive Independent |
Member |
|
Rudra Narain Jha |
Non-executive Independent |
Member |
|
Jitendra Balwansinh |
Non-executive Independent |
Member |
b. The revised constitution of Committee as on date of director'' is as follows:
|
Name of the Member |
Directorship |
Status in |
|
Aarti Bagdi |
Non-executive Independent |
Chairperson |
|
Rudra Narain Jha |
Non-executive Independent |
Member |
|
Jitendra Balwansinh |
Non-executive Independent |
Member |
|
Chaudhary |
director |
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:
|
A |
Number of complaints of Sexual Harassment |
Nil |
|
B |
Number of Complaints disposed off during the |
Nil |
|
C |
Number of cases pending for more than ninety |
Nil |
45. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of
seven years. Therefore, there were no funds which were required to be transferred
to Investor Education andProtection Fund (IEPF).
46. MATERNITY BENEFIT
The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time. During the year under review, the Company has
continued to provide maternity benefits to its eligible women employees, including
paid maternity leave, medical bonus, and other statutory entitlements.
Additionally, the Company has adopted progressive HR policies that support the well¬
being of women employees through flexible work arrangements, extended maternity
support in special cases, and awareness initiatives regarding maternal health and
work-life balance.
These initiatives underscore the Company''s commitment to fostering a supportive,
inclusive, and equitable workplace.
47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit
and limitedreviews of performance taking place periodically.
48. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
beenfollowed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have
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 March 31, 2025 and of the
profit for the Company for the year ended March 31, 2025;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
49. REGISTRATION WITH INDEPENDENT DIRECTOR''S DATABANK
The Independent directors of the company are yet to be registered with Independent
director databank.
50. ACKNOWLEDGEMENT
Your Director''s takes opportunity to show gratitude towards the assistance and co¬
operation received from Shareholders.
For and on Behalf of the Board of Directors of
Landmarc Leisure Corporation Limited
Sd/- Sd/
K. R. Mahadevan Vidhi Kasliwal
Whole Time Director & CFO Director
DIN:07485859 DIN:00332144
Place: Mumbai
Date: August 29, 2025
Mar 31, 2024
Your Directors have pleasure in presenting Annual Report together with the Audited Accounts of theCompany for the year ended 31st March, 2024
1. FINANCIAL RESULTS
Your Company financial performance during the year 2023-24 is summarized below:
(Rs. In Lakhs)
|
Particulars |
2023-24 |
2022-2023 |
|
Revenue from Operations |
49.55 |
106.69 |
|
Other Income |
2.69 |
0.32 |
|
Depreciation Expenses |
0.81 |
0.55 |
|
Less: Expenses |
125.72 |
458.03 |
|
Profit/(Loss) Before Extraordinary Items and Tax |
(74.29) |
(350.47) |
|
Less: Extraordinary Items |
- |
- |
|
Profit/(Loss) Before Tax |
(74.29) |
(351.07) |
|
Less: Taxation |
(0.47) |
(2.96) |
|
Profit/(Loss) After Tax |
(74.76) |
(348.11) |
|
EPS (in Rs.) |
(0.009) |
(0.044) |
2. FINANCIAL SUMMARY
The Company''s Net Loss for the Financial Year ended March 31, 2024 stood at Rs.74.29 Lakhs as against a Net Loss of Rs. 351.07/- Lakhs in the previous year.
3. CHANGE IN NAME OF THE COMPANY
There was no change in the name of the company during the year under review.
4. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company.
5. TRANSFER TO RESERVES
Profit during the year has been transferred to Reserves.
6. CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 1,10,00,00,000/- divided into 1,10,00,00,000/- equity shares of Rs. 1/- each and the paid-up share capital of the Company is Rs. 80,00,00,000/- divided into 80,00,00,000 equity shares of Rs. 1/- each. There is no change in the authorized and paid up capital of the company.
During the year under review the company vide outcome of postal ballot dated January 5, 2023 has further issued 2,54,000 Cumulative Redeemable Preference Shares of Rs.100/- each to the Preference Shareholders for the purpose of
redemption of 2,54,000 Cumulative Redeemable Preference Shares of Rs.100/- each fully paid up, aggregating to Rs. 2,54,00,000 issued on January 31, 2003 due for redemption on January 30, 2023. The preference share shall carry 0% dividend and will be unlisted preference shares.
7. DIVIDEND
The Board of Directors expressed their inability to recommend any dividend on equity shares forthe year ended March 31, 2024.
8. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from public nor during the previousfinancial year.
9. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or Bonus sharesduring the year under review.
10. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
11. STATUTORYAUDITORS
M/s. S K H D &Associates, Chartered Accountants were appointed as Statutory Auditor of the Company hold office for a period of five years from the conclusion of 30th Annual General Meeting until the conclusion of 35th Annual General Meeting.
The Board noted the continuation of M/s. S K H D & Associates, Chartered Accountants as Statutory Auditors of the Company till FY 2025-2026.
12. INTERNAL AUDITOR
M/s Rupal Motwani is the Internal Auditor of the Company for the FY 2021-22 from FY 2021- 2022 to FY 2023-2024. Further, in the Board meeting, the Internal Auditor was appointed for a further period of three years from FY 2021-22 to FY 2023-24.
Further, the Board of Directors on the recommendation of Audit Committee in their meeting on Tuesday, May 28, 2024 have appointed M/s Kunal B. Shah & Associates as Internal Auditor for a period of 3 years from Financial Year 2024-2025 to Financial Year 2026-2027.
13. STATUTORY AUDIT REPORT
The Auditors'' Report on the financial statement for the current year is selfexplanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
14. COST AUDITOR REPORT AND COST RECORD
Appointment of Cost Auditor and maintenance of cost records is not applicable to the company.
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143
There are no frauds reported by the Statutory Auditors of the Company under Section 143 (12).
16. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. NVB & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 202122 to 2023-24 pursuant to Section 204 of the Companies Act, 2013 and rules made there under.
The Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual Report.
Further, the Board of Directors on the recommendation of Audit Committee in their meeting on Tuesday, May 28, 2024 have appointed M/s Kunal B. Shah & Associates as Internal Auditor for a period of 3 years from Financial Year 2024-2025 to Financial Year 2026-2027.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act, Appointment of Mrs. Vidhi Kasliwal (DIN: 00332144) as Non-Executive - Non-Independent Director who retires by rotation and being eligible, offer herself for reappointment.
In view of appointment of Mr. Jitendra Chaudhary, Non-executive Independent Director as chairperson of the committees in place of Mr. Rudra Narain Jha (Nonexecutive - Independent Director) company Reconstitution of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee vide Circular resolution passed on July 4, 2023.
18. ANNUAL RETURN
The Annual Return along with Notice of AGM is uploaded on the website of the Company. Theweb link for the same is as under: https://llcl.co.in/
19. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
As on March 31, 2024, the Company does not have any subsidiary, associate or joint venture
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure I.
21. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; |
and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptionalcases.
The web link for the policy is as under: https://llcl.co.in/
22. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
23. RELATED PARTY TRANSACTIONS
There were contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The related party transactions as per IND AS 24 are given in the notes to the financial accounts and forms part of the Annual Report in AOC-2. The policy on Related Party Transactions is part of the website of the Company. The web link for the policy on related party transaction is as under: https://llcl.co.in/
24. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: https://llcl.co.in/
26. INDEPENDENT DIRECTOR''S MEETING
The Board of Directors of the Company meets once in every Financial Year without the presence of Executive Directors and Management of the Company. The role of the Directors is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
27. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given the declaration to the Company that they qualify the criteria of independence as required under the Act.
28. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.
29. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non -Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
30. CORPORATE GOVERNANCE
The company has complied with the provisions of Regulation 17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent possible. A separate section on Corporate Governance forms part of the Directors'' Report as stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the Annual Report.
31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS: The Board hereby states that the Company has complied with all the applicable secretarial standards to the extent possible
32. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the financial accounts forming part of the Annual Report. The loans and advances made by the Company, during the financial year under review, are within the limits prescribed in the section 186 of the Companies Act, 2013
33. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND ENDOF FINANCIAL YEAR
There have been no material changes and commitments 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. As per MCA Circular, Current year AGM is being held through Video Conferencing. Necessary procedure is given in the AGM Notice. Members are requested to update their Email ID either by writing to the Company or through the Register or Transfer Agents.
34. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
SEBI vide order dated January 20,2023 has imposed penalty on company and its
director. The same has been paid.
35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THEYEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. -
As on March 31, 2024, there is no proceeding pending under the Insolvency and BankruptcyCode, 2016
36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no one time settlement done with bank or any financial institution.
37. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;
The trading of the company has been suspended due to non- payment of ALF dues.
38. NOMINATION AND REMUNERATION POLICY
An extract of the Company''s policy relating to directors appointment, payment of remunerationand discharge of their duties.
The web link to the Nomination and Remuneration Policy is as under: https://llcl.co.in/
39. PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of remuneration aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 (âthe Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
40. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
a. number of complaints filed during the financial year - None
b. number of complaints disposed of during the financial year - None
c. number of complaints pending as on end of the financial year - None
42. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND The
Company does not have any funds lying unpaid or unclaimed for a period of seven years.Therefore, there were no funds which were required to be transferred to
Investor Education andProtection Fund (IEPF).
43. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit and limitedreviews of performance taking place periodically.
44. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have beenfollowed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2023 and of the profit for the Company for the year ended March 31, 2024;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
45. REGISTRATION WITH INDEPENDENT DIRECTORS'' DATABANK
The Independent directors of the company are yet to be registered with Independent director databank.
46. ACKNOWLEDGEMENT
Your Directors takes opportunity to show gratitude towards the assistance and cooperation received from Shareholders.
For and on Behalf of the Board of Directors of Landmarc Leisure Corporation Limited
Place: Mumbai
Date: September 03, 2024
K. R. Mahadevan Vidhi Kasliwal
Whole Time Director & CFO Director DIN:07485859 DIN:00332144
Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting their 27th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2018.
KEY FINANCIAL HIGHLIGHTS (Rs. In Lakhs)
|
PARTICULARS |
For the year ended 31.03.2018 (Audited ) |
For the year ended 31.03.2017 (Audited ) |
|
Total Income |
451.68 |
112.22 |
|
Profit before Depreciation & Tax (PBDT) |
46.78 |
(363.73) |
|
Less : Depreciation |
33.56 |
93.28 |
|
Profit / Loss before Tax |
13.22 |
(457.01) |
|
Less: Provision for Taxation /Current Taxation |
2.60 |
0.00 |
|
Deferred Tax (Asset) / Liability |
0.00 |
0.00 |
|
Profit After Tax |
10.62 |
(457.01) |
|
Prior Period Adjustment |
0.00 |
0.00 |
|
Income Tax for earlier year''s |
0.00 |
0.00 |
|
Dividend and TDS Written Back |
0.00 |
0.00 |
|
Profit / Loss brought forward: From previous year |
(5,186.72) |
(4,729.71) |
|
Profit / Loss carried to Balance Sheet |
(5,176.10) |
(5,186.72) |
BUSINESS OPERATIONS
During the financial year 2017-18, âLandmarc Filmsâ (A division of Landmarc Leisure Corporation Limited) has released Marathi movies âRingan'' and âGachchi'' on 30th June, 2017 and 22nd December, 2017 respectively. During the year, Company''s total revenue stood at Rs. 451.68 Lakhs as compared to previous year figures Rs. 112.22 Lakhs. The net profit for the year stood at Rs. 10.62 Lakhs as compared to previous year''s net loss of Rs. 457.01 Lakhs. Your Directors are hopeful for better performance in the coming years.
DIVIDEND
Your Company is working on new projects, therefore it is necessary to conserve the funds to meet overall working capital requirements. Hence, no dividend has been recommended for the year ended 31st March 2018.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.
CHANGE OF THE REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company was earlier situated at âAvadhâ Avadhesh Parisar, Shree Ram Mills Premises, G.K. Marg, Worli, Mumbai - 400018. The Board of Directors approved the change of Registered Office within the local limits to 303, Raaj Chamber, 115 R. K. Paramhans Marg (Old Nagardas Road), Near Andheri Station Subway, Andheri East, Mumbai - 400069, Maharashtra, India with effect from 14th September, 2017.
The shifting of the Registered Office as aforesaid is in the best interests of the company, its shareholders and all concerned.
SHARE CAPITAL
There was no change in share capital of the Company during the year under review.
TRANSFER TO RESERVE
During the year, the Company has not transferred any amount to reserves.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
BOARD MEETINGS
The Board met six times during the financial year 2017-18. The details of the Board meetings are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD OF DIRECTORS
Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are included in the Corporate Governance Report, which forms part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.
EXTRACT OF ANNUAL RETURN
An extract of the annual return pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed herewith as âAnnexure A" forming part of this report.
CORPORATE GOVERNANCE REPORT
A detailed report on Corporate Governance as approved by the Board of Directors of the Company along with the Auditor''s Certificate as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in the Annual Report. The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement it is hereby confirmed that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) 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 of the Company as at 31st March, 2018 and of the profit/ loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis;
(e) 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; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the members approved the appointment of Mr. Anand Padmanabha Palaye (DIN: 07639932) as Independent Director of the Company for a period of five consecutive years w.e.f. 14.11.2016 in the annual general meeting held on 26.09.2017.
Mr. Anand Palaye, Independent Director ceased to be a Director pursuant to his resigning from the directorship of the Company w.e.f. 17.07.2018. The Board has placed on record its appreciation for the valuable contributions made by him during his association as a Director of the Company. Mr. Ramesh Kumar Sidana (DIN : 08179947) who was appointed as an Additional Director by the Board w.e.f. 26.07.2018, is proposed to be appointed as Independent Director for a term of 5 years, in the ensuing Annual General Meeting.
As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Swetamber Dhari Sinha (DIN: 00040488), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Notice convening forthcoming Annual General Meeting includes the proposal for appointment /re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/ reappointment at the forthcoming Annual General Meeting and other details as required to be disclosed in . terms of Regulation 36(3) of the SEBI Listing Regulations, forms part of the said Notice. j
None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. None of the Directors are related inter-se to each other.
During the year, Mr. Kamlesh Sondigala resigned from the post of Company Secretary & Compliance Officer w.e.f. 2nd November, 2017. The Board appreciates the services rendered by him in his capacity. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Ms. Sonal Agrawal as Company Secretary & Compliance Officer of the Company w.e.f. 2nd November, 2017.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received individual declaration from all the Independent Director(s) of the Company stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDITORS
M/s. S K H D & Associates, Chartered Accountants (Firm Registration Number - 105929W), were appointed as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of 26th Annual General Meeting until the conclusion of 31st Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. The said appointment of the Statutory Auditors was required to be ratified at every Annual General Meeting. However, pursuant to the amendment in the proviso to Section 139 which has been made effective on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been omitted. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to the same, M/s. S K H D & Associates, Chartered Accountants continues to hold the office of Statutory Auditors for the Financial Year 2018-19.
SECRETARIAL AUDITOR
The Company has terminated the services of Mr. Virendra Bhatt, Practising Company Secretary as Secretarial Auditor of the Company and No Objection Certificate to this effect has been obtained from him. In terms of the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Lawgic Shastra Business Solutions LLP (LLPIN: AAJ-0202), (Ankitha Iyer, Partner & Practicing Company Secretary) to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report in Form MR-3 is annexed to this Report as âAnnexure B".
AUDITORâS QUALIFICATION
The company has given the deposit of Rs 1,500 Lakhs to SRUIL as part of an agreement for establishment and running of wellness centre. As the said Company has gone into Liquidation and provisional liquidator has been appointed. So, there is no provision for doubtful security deposit given by the Company.
The company feels that post adjustments with the said company, interest income would be recognised on receipt basis. Hence, the Company has not recognised interest income on the security deposit given.
MANAGEMENT RESPONSE ON QUALIFICATION
The Management''s Response to the qualifications as in Auditor''s Report is already given in Note No.s. 32 & 31 which are self explanatory.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. Details of loans granted, guarantees provided and investments made by the Company are provided in the Note No. 5 under Notes forming part of Financial statements.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Consumption of Energy : Not Applicable
b) Technology Absorption, Research & Development (R&D)
(i) Technology imported and absorbed : NIL (Previous year Nil)
(ii) Expenditure on R&D : NIL (Previous year Nil)
c) Foreign exchange earnings and outgo
(i) Foreign exchange earnings : NIL (Previous year 2.78 Lakhs)
(ii) Foreign exchange outgo : Rs.5.98 Lakhs (Previous year 1.68 Lakhs)
RELATED PARTY TRANSACTIONS
During the year under review, there were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with interest of the Company at large. The Company has formulated a Policy on Related Party Transaction and the same is available at the Company''s website - www.llcl.co.in.
The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No.38 under Notes to the Financial Statements forming part of this report.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
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. Your Company''s internal control systems are commensurate with the nature of its business, size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon, if any, are reported to the Audit Committee.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The details of said vigil mechanism are given in Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy has been uploaded on the Company''s website i.e. www.llcl.co.in.
CORPORATE SOCIAL RESPONSIBILITY
The Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013. The requirement of mandatory implementation of CSR activity is not applicable to your company due to inadequacy of profits in past three financial years.
NOMINATION AND REMUNERATION POLICY
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as âAnnexure C".
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under âAnnexure D", which is annexed to this Report.
None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Company has made its mark in producing Marathi and documentary films which have been appreciated by the general public. It released two Marathi movies during the year and another Marathi film is to be released very shortly. The company has also won awards in several categories at national and international level for its Marathi feature films. It also has plans to make feature films in Hindi and other regional languages.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses were observed.
WTD/ CFO CERTIFICATE:
The Whole Time Director and the Chief Financial Officer of the Company gives Annual Certification on financial reporting and Internal Controls to the Board in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. The Whole Time Director and the Chief Financial Officer also gives quarterly certification on financial results before the Board in terms of Regulation 33(2) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (As annexed in Annexure-1).
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the directors'' individually as well as the evaluation of the working of its Committees. 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 (âNRCâ) 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 based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. The Directors expressed their satisfaction with the evaluation process.
The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company -www.llcl.co.in
GENERAL
1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
2) The Whole Time Director has not received any commission from the Company.
3) Significant/material orders passed by the regulators/courts/tribunals during the year-"During the year under review, BSE vide its notice dated August 07, 2017 alleged your company to be suspected shell company. The Company challenged the notice before Hon''ble Securities Appellate Tribunal (SAT). In turn, SEBI passed an Interim Order dated October 06, 2017 and a Confirmatory Order dated June 05, 2018. The same has also been challenged before Hon''ble SAT. With a positive outlook, the Company is looking forward and putting its continuous efforts to waive off all the allegations in the best interests of the Company."
4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENTS
Your Directors would like to convey their appreciation to all the employees for their efforts and contribution during the year. Your Directors would like to thank and place on record their appreciation for the continued support and co-operation provided to your Company by its Shareholders, customers, suppliers, regulatory authorities, Auditors and its bankers.
By Order of the Board of Directors
For Landmarc Leisure Corporation Limited
Sd/-
Date : 26th July, 2018 S. D. Sinha
Place : Mumbai Chairman
Dec 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting their 24th Annual Report
together with the Audited Accounts of your Company for fifteen months
for the year ended 31 st December, 2014.
PARTICULARS For the For the
year ended year ended
31.12.2014 30.09.2013
(Audited) (Audited)
Total Income 161.23 269.87
Profit before Depreciation & Tax (PBDT) (570.11) (292.05)
Less: Depreciation 170.58 166.35
Profit / Loss before Tax (740.69) (458.40)
Less: Provision for Taxation / Current 00.00 00.00
Taxation
Deferred Tax (Asset) / Liability (13.75) (21.51)
Profit After Tax (754.43) (436.90)
Prior Period Adjustment 00,00 00,00
Income Tax for earlier year''s 00.00 00.00
Dividend and TPS Written Back 00.00 00,00
Profit / Loss brought forward :
From previous year (3671.06) (3234.17)
Profit / Loss carried to Balance Sheet (4438.89) (3671.06)
Dividend
In view of the accumulated losses, the Directors express their
inability to recommend any Dividend on Equity Shares and on Preference
Shares for the year ended 31 st December, 2014.
Operations
The company has posted loss ofRs. 754.43 for the financial year 2013-14.
Directors
As per the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Ms. Vidhi Kasliwal Director of the Company
retire by rotation and being eligible offers herself for
re-appointment. As per Section 149 and other applicable provisions of
the Companies Act, 2013, your Directors are seeking appointment of Shri
S. P. Banerjee and Shri Samsher Garud as Independent Directors for five
consecutive years.
ShriS. D. Sinha was appointed as a Whole-time Director of the Company
on 17th June, 2002 and his tenure expires on 16th June, 2014. The
Directors are seeking re-appointment of Shri S. D. Sinha as a Whole-
time Director w.e.f. 17th June, 2014 for a further period of three
years.
Declaration by Independent Directors
The Independent directors have submitted their disclosure to the board
that they will fulfill all the requirements as to qualify for their
appointment as an Independent Director under the provisions of the
section 149 of the Companies Act,2013 as well as Clause 49 of the
listing agreement. The Board confirms that the said independent
directors meet the criteria as laid down under the Companies Act, 2013
as well as the Clause 49 of the Listing Agreement
The Board proposes the term of 5 years for the independent directors
w.e.f 14th February, 2015 and they shall not be liable to retire by
rotation.
Your directors proposes to appoint Shri. S.P. Banerjee and Shri Samsher
Garud as the Independent Directors of the Company to hold office for
five consecutive years commencing from 14th february, 2015. Tax
Provisions
The Companyhas made adequate tax provisions under the provisions of
Income TaxAct, 1961.
Listing
The Equity Shares of the Company continued to be listed and traded on
the BSE Limited (BSE). The scrip code number of the Equity Shares of
the Company on BSE is 532275. The Company has paid upto date listing
fees to the stock exchanges.
Dematerialization
The Equity Shares of the Company can be held in dematerialized form.
The Company has signed th« tripartite agreement with National
Securities Depository Ltd., (NSDL) Central Depository Services (India)
Ltd., (CDSL) and existing Registrar & Transfer Agent for
dematerialization of existing holding o the shareholders.
The International Securities Identification Number (ISIN), allotted to
the Company is INE394C01023 The Equity Shares of the Company are listed
and traded on BSE
The Equity Shares of the Company are being traded in compulsory
dematerialized mode. Presently 99.94% of equity capital of the company
is in dematerialized mode.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 217(2AA)of the Companies Act,
2013:
(a) that in the preparation of the AnnualAccounts for the year ended
December 31,2014 the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
(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 of the Company as at December 31,2014 and of the loss of the
Company for the year ended on that date;
(c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(d) the annual accounts have been prepared on a going concern basis.
Management Discussion and Analysis
The Company had expanded its wellness center business by taking up
various center operations across the country in different hotels.
However, generating adequate revenue was a challenge and the company
has since modified its approach to this segment. The company has
expanded its film business by entering regional films segment. It has
started with a Marathi production "Sanngto Aika'' which was well
received. In times to come, it will come out with more films in
different languages. Corporate Governance
The Companies Act, 2013 and the listing agreement with the Stock
exchanges require compliances with specified Corporate Governance
practices. These practices have been fully implemented and a
certificate from the Practicing Company Secretary as well as a detailed
report on Corporate Governance approved by the Board of Directors of
the Company is set out in the annual report. The Company is regularly
complying with Corporate Governance practices and also uploading the
information under Corporate Filing & Dissemination System (corpfiling).
Your Company has also been enlisted in the new SEBI compliant redressal
system (SCORES) enabling the investors to register their
complaintifanyforspeedyredressal.
Particulars of Employees
Your Directors acknowledge and appreciate the sincere efforts and
effective services rendered by the committed employees and staff of the
company.
During the year under review, there was no employee covered under the
provision of Section 217(2A) of the Companies Act, 2013 read with the
Companies (Particulars of Employees) Rules, 1975. Auditor''s
Qualification
The company has given the deposit of 7 1500 lacs to SRUIL as part of an
agreement whereby the company will run a wellness centre in the
upcoming project of SRUIL which will finally lead to a favourable
financial benefits for the company. Moreover, the value of the property
has escalated which will be further beneficial to the company.
The company feels that the satellite rights in respect of the feature
films being intangible asset will bring revenue in future and will thus
be able to meet the expenses incurred on its marketing.
Conservation of Energy, Technology absorption, Foreign Exchange
Earnings and outgo:
In view of the nature of activities of the Company, Rules 2A and 2B of
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 concerning conservation of energy and technology
absorption respectively are not applicable to the Company.
During the year the Company has earned an Income of 7 Nil in Foreign
Exchange and has incurred travelling expenditure of 71.23 lacs in
Foreign Exchange.
Fixed Deposits
During the year ended 31st December, 2014 the Company has not accepted
any deposits from the Public underSection 58Aof the Companies Act,
2013.
Statutory Auditors
The Auditors, M/s. Shyam Malpani & Associates Chartered Accountants,
Mumbai, hold office until the conclusion of the ensuing Annual General
Meeting and are recommended for re-appointment.
The Ministiy of Corporate Affairs has notified the provisions of
Section 139 of the Companies Act, 2013 for appointment of Auditors,
which is effective from April 1, 2014. Pursuant to Section 139(2) of
the Companies Act, 2013 and the rules made thereunder, no listed
company shall appoint or re-appoint an audit firm as auditor for more
than two terms of five consecutive years. Further the aforesaid
appointment is subject to ratification by the Members of the Company at
every Annual General Meeting.
Pursuant to Section 139(2) of the Companies Act, 2013, the Audit
Committee and Board of Directors of Company have recommended their
appointment for a period of five years i.e. from the conclusion of 24th
Annual General Meeting, until conclusion of sixth Annual General
Meeting to be held after this meeting, subject to ratification at every
Annual General Meeting. M/s. Malpani & Associates Chartered Accountants
have confirmed that re-appointment, if made, will comply with the
eligibility criteria in terms of Section 141(3)oftheCompaniesAct,2013.
Information under the sexual harassment of women at workplace
(Prevention, prohibition and Redressal),Act, 2013.
In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your
Company has formed a Committee to look into such cases as and when they
arise. During the period under review, no cases were filed before the
Committee. Whistle Blower Policy
As per the provision of Section 177(9) of the Companies Act, 2013 the
listed Company shall establish a vigil mechanism for directors and
employees. The vigil mechanism shall also provide for adequate
safeguards against victimization of persons who use such mechanism and
make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. Such mechanism has been
disclosed by the Company on its website.
The purpose of the ''Whistleblower Policy'' is to allow employees to
raise concerns about unacceptable, improper or unethical practices
being followed in the organization. They will be protected against any
adverse action and/or discrimination as a result of such a reporting,
provided it is justified and made in good faith. The Chairman of the
Audit Committee has been designated for the purpose of receiving and
recording any complaints under this policy.
Cautionary Statement
Statement in this Management Discussion and Analysis deals with
Company''s objectives, projections, estimates, expectations and
predictions. The expectations of the management are regarded as forward
looking statements with meaning of applicable securities, laws and
regulations. These forward looking statements'' are inherently subject
to risks and uncertainties, beyond the control of the Company or its
management. Many factors could cause the actual results, performance
and achievements of the Company to be materially different from any
future results, performances or achievement that may be expressed or
implied by such forward looking statements. Landmarc Leisure
Corporation Limited shall not be liable for any loss which may arise as
a result of any action taken on the basis of the information contained
herein nor would be under any obligation to update the forward looking
statements to reflect developments of events of circumstances
hereafter.
Acknowledgment
We take this opportunity to express our deep sense of gratitude to
Securities and Exchange Board of India (SEBI), BSE Limited (BSE),
National Stock Exchange of India Limited (NSE), Registrar of Companies
(ROC), National Securities Depository Limited (NSDL), Central
Depository Services (India) Limited (CDSL), M/s. Shyam Malpani &
Associates Statutory Auditors, M/s. N. J. Panchal&Co. Internal
Auditors, our Clients, Bankers and other Government Agencies for their
continued support.
By Order of the Board
For Landmarc Leisure Corporation Limited
Sd/-
Date: 14th February, 2015 S R Banerjee
Place: Mumbai Chairman
Sep 30, 2013
Dear Members,
The directors have pleasure in presenting their Twenty Third Annual
Report and Audited Statements of Accounts for the year ended 30th
September, 2013.
FINANCIAL RESULTS Rs. in lacs
For the year For the year
PARTICULARS ended ended
PARIICULARS 30.09.2013 30.09.2012
(Audited ) (Audited )
Total Income 269.87 215.45
Profit before Depreciation
& Tax (PBDT) (292.05) (246.54)
Less : Depreciation 166.35 102.63
Profit / Loss before Tax (458.40) (349.18)
Less : Provision for
Taxation /
Current Taxation 00.00 00.00
Deferred Tax (21.51) 4.57
Profit After Tax (436.90) (353.74)
Prior Period Adjustment 00.00 00.00
Income Tax for earlier year''s 00.00 (10.77)
Dividend and TDS Written Back 00.00 00.00
Profit / Loss brought forward:
From previous year (3234.17) (2869.66)
Profit / Loss carried to
Balance Sheet (3671.06) (3234.17)
DIVIDEND
In view of the accumulated losses, the Directors express their
inability to recommend any Dividend on Equity Shares and on Preference
Shares.
REVIEW OF OPERATIONS
The Company has posted a Loss of Rs. 436.90 lacs for the current year.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public during
the year.
DIRECTORS
Mr. S. P. Banerjee and Mr. Samsher R. Garud retires by rotation from
the Board in the forthcoming Annual General Meeting and being eligible
offers themselves for reappointment at the said Annual General Meeting.
PERSONNEL
There is no employee drawing remuneration covered under Section 217
(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION
The particulars required under Section 217 (1) (e) of the Companies
Act, 1956, in respect of conservation of energy and technology
absorption are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:-
1. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures.
2. The Directors had 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
of the Company at the end of the financial year and of the loss of the
Company for that period.
3. The Directors had taken proper and sufficient care 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.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
MANAGEMENT DISCUSSION AND ANALYSIS
The Company has been able to tie up with twelve hotels in five cities
in our country and operating the Spas under our brand "Svastii".
The Company has also entered into franchisee agreement with some
parties under the "Svastii" brand. The management is keeping a
close watch on these business modules and feel that with the
maintenance of high standard of services our brand "Svastii" will
grow and be successful.
The film division of the Company has made a documentary named "Block
By Block" which was released on 11th April 2013 on DD National and
also on other channels. This was highly appreciated by the viewers.
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included as an
attachment to this Report.
DISCLOSURE UNDER SECTION 274 (1) (g)
None of the Directors of the Company are disqualified for being
appointed as Directors as stipulated under Section 274 (1) (g) of the
Companies Act, 1956, amended by the Companies (Amendment) Act, 2000.
AUDITORS
The auditors M/s Shyam Malpani & Associates, Chartered Accountants,
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. Members are requested to appoint them as
auditors and authorize the Board to fix their remuneration.
AUDITOR''S QUALIFICATION
The company has given the deposit of Rs. 1500 lacs to SRUIL as part of an
agreement whereby the company will run a wellness centre in the
upcoming project of SRUIL which will finally lead to a favourable
financial benefits for the company. Moreover, the value of property has
escalated which will be further beneficial to the company.
The company feels that the satellite rights in respect of the feature
films being intangible asset will bring revenue in future and will thus
be able to meet the expenses incurred on its marketing.
CAUTIONARY STATMENT
Statement in this Management Discussion and Analysis deals with
Company''s objectives, projections, estimates, expectations and
predictions. The expectations of the management are regarded as forward
looking statements with meaning of applicable securities, laws and
regulations. These ''forward looking statements'' are inherently subject
to risks and uncertainties, beyond the control of the Company or its
management. Many factors could cause the actual results, performance
and achievements of the Company to be materially different from any
future results, performances or achievement that may be expressed or
implied by such forward looking statements. Landmarc Leisure
Corporation Limited shall not be liable for any loss which may arise as
a result of any action taken on the basis of the information contained
herein nor would be under any obligation to update the forward looking
statements to reflect developments of events of circumstances
hereafter.
ACKNOWLEDGEMENTS
The Directors thank the Company''s customers, contractors, vendors,
bankers, Government and other authorities and the Shareholders for
their consistent support to the Company. The Directors also sincerely
acknowledge the significant contribution made by all the employees for
their dedicated services to the Company.
By Order of the Board
For LANDMARC LEISURE CORPORATION LIMITED
Place: Mumbai. CHAIRMAN
Date: 26th November, 2013
Sep 30, 2011
Dear Members,
The directors have pleasure in presenting their Twenty First Annual
Report and Audited Statements of Accounts for the year ended 30th
September, 2011.
FINANCIAL RESULTS
(Rs. in lacs)
PARTICULARS For the year For the year
ended ended
30.09.2011 30.09.2010
(Audited) (Audited)
Total Income 525.17 102.05
Profit before Depreciation & Tax (104.83) (9.95)
Less: Depreciation 67.53 7.14
Profit/Loss before Tax (172.35) (17.09)
Less: Provision for Taxation
Current Taxation 00.00 00.00
Deferred Tax 16.46 00.63
Profit After Tax (188.81) (17.72)
Prior Period Adjustment (00.00) (00.44)
Income Tax for earlier years 00.00 00.00
Dividend and TDS Written Back 00.00 00.00
Profit/ Loss brought forward :
From previous year (2680.85) (2662.69)
Profit/ Loss carried to Balance Sheet (2869.66) (2680.85)
DIVIDEND
In view of the accumulated losses, the Directors express their
inability to recommend any Dividend on Equity Shares and on Preference
Shares.
REVIEW OF OPERATIONS
The Company has posted a Loss of Rs 188.81 lacs for the current year.
MANAGEMENT DISCUSSION ANDANALYSIS
As per the figures released the estimated market for "wellness"
services has been growing at the annual rate of 20 percent. The company
has realized the potential of the wellness industry in India and the
need for trained manpower to support the industry.
In keeping with the trend the company has been taking necessary steps
for commencing full operations of its state of the art training centre
known as Svastii Wellness Academy at Andheri, Mumbai. The academy is
being manned by highly trained and experienced personal and will also
offer courses that are recognized by international examination board
such as CIBTAC/ITEC. The company's first spa Svastii is already
operational at Powai.
DIRECTORS
Mr. Siddhartha Gangwal retires by rotation from the Board in the
forthcoming Annual General Meeting and being eligible offers himself
for reappointment at the said Annual General Meeting.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public during
the year.
AUDITORS
The auditors M/s Malpani & Associates, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re- appointment. Members are requested to appoint them as auditors
and authorize the Board to fix their remuneration.
PERSONNEL
There is no employee drawing remuneration covered under Section 217
(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
ttiat:-
1. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures.
2. The Directors had 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
of the Company at the end of the financial year and of the profit of
the Company for that period.
3. The Directors had taken proper and sufficient care 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.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included as an
attachment to this Report.
DISCLOSURE UNDER SECTION 274 (1) (g)
None of the Directors of the Company are disqualified for being
appointed as Directors as stipulated under Section 274 (1) (g) of the
Companies Act, 1956, amended by the Companies (Amendment)Act, 2000.
AUDITOR'S QUALIFICATION
The company has given the deposit of Rs 1500 Lacs to SRUIL as part of
an agreement whereby the company will run a wellness centre in the
upcoming project of SRUIL which will finally lead to a favorable
financial benefits for the company.
The company feels that the satellite rights in respect of the feature
films being intangible asset will bring revenue in future and will thus
be able to meet the expenses incurred on its marketing.
ACKNOWLEDGEMENTS
The Directors thank the Company's customers, contractors, vendors,
bankers, Government and other authorities and the Shareholders for
their consistent support to the Company. The Directors also sincerely
acknowledge the significant contribution made by all the employees for
their dedicated services to the Company.
By Order of the Board
For LANDMARC LEISURE CORPORATION LIMITED
CHAIRMAN
Date : 31st January 2012
Place: Mumbai
Sep 30, 2010
The directors have pleasure in presenting their Twentieth Annual
Report and Audited Statements of Accounts for the year ended 30th
September, 2010.
FINANCIAL RESULTS
(Rs. in lacs)
For the year For the year
PARTICULARS ended ended
30.09.2010 30.09.2009
(Audited) (Audited)
Total Income 181.97 66.27
Profit before Depreciation & Tax (PBDT) (15.17) (18.89)
Less : Depreciation 7.14 1.25
Profit / Loss before Tax (17.09) (20.14)
Less : Provision for Taxation/
Current Taxation 00.00 0.00
Deferred Tax 00.63 0.56
Fringe Benefit Tax 00.00 0.21
Profit after Tax (17.72) (20.91)
Prior Period Adjustment (00.44) 0.00
Income Tax for earlier years 00.00 0.00
Dividend and TDS Written Back 00.00 0.00
Profit / Loss brought forward :
From previous year (2662.69) (2641.77)
Profit/Loss carried to Balance Sheet (2680.85) (2662.69)
DIVIDEND
In view of the accumulated losses, the Directors express their
inability to recommend any Dividend on Equity Shares and on Preference
Shares.
REVIEW OF OPERATIONS
The Company has posted a Loss of Rs. 17.72 lacs for the current year.
MANAGEMENT DISCUSSION AND ANALYSIS
The company has entered into the wellness business by opening its first
Spa and Wellness Centre at Powai, Mumbai under the brand name of
"Svastii".
The company is carrying forward its plans to integrate the wellness
business by shortly opening a Wellness Academy in which a very high
standard of training will be imparted to fill up the demands for
qualified manpower in the wellness sector. The Academy will have the
accreditations of the recognised foreign bodies.
DIRECTORS
Mr. Samsher Garud retires by rotation from the Board in the forthcoming
Annual General Meeting and being eligible offers himself for
reappointment at the said Annual General Meeting.
Mr. Rajat A. Barjatiya resigned from the Board w.e.f. 15th January
2010. Your directors would like to record their appreciation for the
services rendered by him during his tenure.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public during
the year.
AUDITORS
The auditors M/s Malpani & Associates, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re- appointment. Members are requested to appoint them as auditors
and authorize the Board to fix their remuneration.
PERSONNEL
There is no employee drawing remuneration covered under Section 217
(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:-
1. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures.
2. The Directors had 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
of the Company at the end of the financial year and of the profit of
the Company for that period.
3. The Directors had taken proper and sufficient care 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.
4. The Directors had prepared the Annual Accounts on a going concern
basis .
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION
The particulars required under Section 217 (1) (e) of the Companies
Act, 1956, in respect of conservation of energy and technology
absorption are not applicable to the Company.
FOREIGN EXCHANGE EARNING AND OUTGO
EARNING : Nil (Previous Year Nil)
Travelling : 4.33 Lacs ( Previous Year Nil)
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included as an
attachment to this Report.
DISCLOSURE UNDER SECTION 274 (1) (g)
None of the Directors of the Company are disqualified for being
appointed as Directors as stipulated under Section 274 (1) (g) of the
Companies Act, 1956, amended by the Companies (Amendment) Act, 2000.
AUDITORS QUALIFICATION
The company has already received Rs. 5 crores (out of Rs. 20 crores
which was earlier reflected) from Shree Ram Urban Infrastructure Ltd.
The present amount of Rs.15 crores given as security deposit is part of
the ongoing agreement whereby the company will derive benefits on
completion of the development being undertaken by Shree Ram Urban
Infrastructure Ltd. The deal will be finally leading to favourable
financial implications for the company.
ACKNOWLEDGEMENTS
The Directors thank the Companys customers, contractors, vendors,
bankers, Government and other authorities and the Shareholders for
their consistent support to the Company. The Directors also sincerely
acknowledge the significant contribution made by all the employees for
their dedicated services to the Company.
By Order of the Board
For LANDMARC LEISURE CORPORATION LIMITED
CHAIRMAN
Date : 8th February, 2011
Place: Mumbai
Sep 30, 2009
The directors have pleasure in presenting their Nineteenth Annual
Report and Audited Statements of Accounts for the year ended 30th
September, 2009.
FINANCIAL RESULTS
(Rs.in lacs)
For the year For the year
PARTICULARS ended ended
30.09.2009 30.09.2008
(Audited) (Audited)
Total Income 66.27 81.56
Profit before
Depreciation & Tax (PBDT) (18.89) 35.09
Less : Depreciation 1.25 1.44
Profit / Loss before Tax (20.14) 33.65
Less : Provision for Taxation/
Current Taxation 0.00 4.60
Deferred Tax 0.56 (0.39)
Fringe Benefit Tax 0.21 0.42
Profit after Tax (20.91) 29.02
Prior Period Adjustment 0.00 0.00
Income Tax for earlier years 0.00 0.00
Dividend and TDS Written Back 0.00 0.00
Profit / Loss brought forward :
From previous year (2641.77) (2670.79)
Profit/Loss carried to
Balance Sheet (2662.69) (2641.77)
DIVIDEND
In view of the accumulated losses, the Directors express their
inability to recommend any Dividend on Equity Shares and on Preference
Shares.
REVIEW OF OPERATIONS
The Company has posted a Loss of Rs. 20.91 lacs for the current year.
MANAGEMENT DISCUSSION AND ANALYSIS
The company is working on how to capitalize on various opportunities in
the wellness and leisure sectors.
DIRECTORS
Ms. Vidhi V. Kasliwal retires by rotation from the Board in the
forthcoming Annual General Meeting and being eligible offers herself
for reappointment at the said Annual General Meeting.
Mr. O. P. Chawla resigned from the Board w.e.f. 13th February 2009.
Your directors would like to record their appreciation for the services
rendered during his tenure.
The Board has appointed three new Directors : Mrs. Paulomi Dhawan as
Managing Director, Mr. Siddhartha Gangwal and Mr. Samsher Garud as
Directors.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public during
the year.
AUDITORS
The auditors M/s Malpani & Associates, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re- appointment. Members are requested to appoint them as auditors
and authorize the Board to fix their remuneration.
PERSONNEL
There is no employee drawing remuneration covered under Section 217
(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:-
1. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanations
relating to material departures.
2. The Directors had 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
of the Company at the end of the financial year and of the loss of the
Company for that period.
3. The Directors had taken proper and sufficient care 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.
4. The Directors had prepared the Annual Accounts on a going concern
basis.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION
The particulars required under Section 217 (1) (e) of the Companies
Act, 1956, in respect of conservation of energy and technology
absorption are not applicable to the Company.
FOREIGN EXCHANGE EARNING AND OUTGO
EARNING : Nil (Previous Year Nil)
Travelling : Nil (Previous Year 2.12 lacs)
REPORT ON CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included as an
attachment to this Report.
DISCLOSURE UNDER SECTION 274 (1) (g)
None of the Directors of the Company are disqualified for being
appointed as Directors as stipulated under Section 274 (1) (g) of the
Companies Act, 1956, amended by the Companies (Amendment) Act, 2000.
AUDITORS QUALIFICATION
The security deposit of Rs. 1500 lacs to Shree Ram Urban Infrastructure
Ltd. (SRUIL) is towards a business opportunity being pursued by the
Company is prestigious building being constructed by SRUIL in the area
of wellness. The Company is confident of running a profitable wellness
center at the site which will be beneficial to it.
ACKNOWLEDGEMENTS
The Directors thank the Companys customers, contractors, vendors,
bankers, Government and other authorities and the Shareholders for
their consistent support to the Company. The Directors also sincerely
acknowledge the significant contribution made by all the employees for
their dedicated services to the Company.
By Order of the Board
For LANDMARC LEISURE CORPORATION LIMITED
CHAIRMAN
Date: 22nd February, 2010
Place: Mumbai
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D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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