Landmarc Leisure Corporation Ltd.

1. We have audited the attached Balance Sheet of Landmarc Leisure Corporation Ltd., as at 30th September 2006, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of matenal misstatement. An audit indudes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company during the year under review. 4. Further to our comments in the Annexure referred to in Para 3 above, we report as follows: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; (ii) In our opinion, proper books of account as required by the law have been kept by the Company so far as it appears from our examination of those books; (iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts; (iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable; (v) On the basis of written representations received from the concerned directors and taken on record by the Board of Directors, we report that none of directors is disqualified as on 30th September, 2006 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956 as on the said date; (vi) Subject to Note No. II. 3 (a) and (b) regarding non-provision in the accounts towards doubtful recovery of certain Sundry Debtors and Loans and Advances amounting to Rs 15.40 Lacs and Rs. 300.00 Lacs respectively, since the management is hopeful of their full recovery / performance, having consequential effect on the Loss for the year, Provisions, Sundry Debtors and Loans and Advances to the extent mentioned as above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes to Accounts in Schedule-15. give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; (a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30 September 2006, (b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date and (c) In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date. Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date) In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under: (i) As explained to us, the Company is still in the process of updating its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification. No significant part of fixed assets has been disposed off by the Company during the year under review. (ii) There was no inventory with the Company at any time during the year under review. (iii) The Company has taken (interest-free) unsecured loans/deposits from 5 (five) bodies corporate and other loans (interest bearing) routed through an individual, all being the parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum balance outstanding at any time during the year in respect of the said loans / deposits was Rs. 636.61 Lacs and the balance as at the end of the year was Rs. 515.16 Lacs. Also, during the year Company has repaid Rs. 91.83 Lacs to 2 (two) of the aforesaid parties. In our opinion, the rate of interest wherever applicable and other terms and conditions in respect of the above loans / deposits were not prima-facie prejudicial to the interests of the Company. In our opinion, the Company is generally regular in re-payment of interest as well as the principal in respect of the aforesaid loans. There were no overdue principal or interest in respect of the same as at the close of the year. In respect of other loans / deposits, we were explained that the same are repayable on demand. Due to the above reason, there cannot be any overdue element in respect of the same at any time during the year. The Company has not granted any loans to the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review. (iv) In our opinion, there are internal control procedures for the provision of services by the Company. However, the same need to be further strengthened to make them adequate and commensurate with the size of the Company and the nature of its business. There has been no purchase of inventory or sale of goods by the Company during the year under review. Also, during our review, we have not come across any major weaknesses in the internal controls. (v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been so entered. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under. As per the opinion obtained by the Company, certain unsecured loans accepted by the Company in the earlier years from a bank were continued to be routed through the accounts of the respective individual in whose name they were obtained, for administrative reasons and therefore, the said loans are outside the purview of the scope of Section 58-A of the Companies Act, 1956. (vii) The Company has appointed an internal auditor with effect from 1st April 2006. Upon perusal of the report submitted by the said internal auditor for the period ended 30th September 2006, we are of the opinion that the scope and coverage of the internal audit needs to be substantially strengthened to make it commensurate with the size of the Company and nature of its business. (viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1 )(d) of the Companies Act, 1956. (ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review. However certain arrears of Service tax and Fringe Benefit Tax, due for more than six months were outstanding from the date they became payable, as at the dose of the year amounting. to Rs. 9,815 and Rs. 62,084 respectively. The latter amount was, however, paid before approval of the accounts by the Board of directors. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review. As explained to us and as per the records verified by us, there are no dues of Value Added Tax, Income tax, Customs Duty, Wealth tax, Excise Duty, Service Tax or Cess, which have been disputed and lying pending as at the close of the year with the Company. (x) As per the accounts verified by us, the Companys accumulated losses at the end of the current financial year are more than fifty per cent of its net worth. Also, the Company has incurred cash losses in the current financial year amounting to Rs.20,44,464 (Previous year Rs. 38,96,068). (xi) As per the records verified by us, the Company has not defaulted in repayment of dues in respect of loans taken from banks. (xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) The provisions of special statutes applicable to chit fund / nidhi / mutual benefit fund /societies are not applicable to the Company during the year under review. (xiv) In respect of Investments, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities and debentures have been held by the Company in its own name except to the extent of the exemption, if any, granted under Section 49 of the Companies Act, 1956. (xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. (xvi) No Term Loans were obtained by the Company during the year under review. (xvii) In our opinion, the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment. (xviii) The Company has not made any preferential allotment of equity shares during the year under review. (xix) The Company has not issued any Debentures and hence no securities are required to be created in respect thereof. (xx) No money has been raised by way of public issue by the Company during the year under review. (xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year. For Malpani & Associates Chartered Accountants Shyam Malpani Proprietor Membership No.F-34171