1. We have audited the attached Balance Sheet of Landmarc Leisure
Corporation Ltd., as at 30th September 2010, 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 material misstatement. An audit
includes 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
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
(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
(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
(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, 2010 from being
appointed as a director in terms of Section 274 (1) (g) of the
Companies Act, 1956 as on the said date;
(vi) Refer Note No. II.6 regarding non-provision in the Companys books
in respect of an Interest free Security deposit given by the Company
based on an MOU with a body corporate amounting to Rs. 1500.00 Lacs
against which the Company is expected to derive benefits in the future
years and hence in the managements view the same is fully recoverable.
The current years loss is understated, with an identical impact on the
provisions, the amount of which is presently unascertainable.
(vii) Subject to what was stated in Para. 4 (vi) 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-18, 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 30th September 2010;
(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) The Company has updated 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. (Please refer Note No. 11.20 of
(ii) During the year, the management has conducted physical
verification of inventories comprising of shares and consumables at
regular intervals. The procedures of physical verification of
inventories followed by the management, in our opinion, is commensurate
in relation to the size of the Company and nature of its business. The
Company has maintained proper records of inventory. As explained to
us no material discrepancies have been noticed upon physical
verification conducted by the management.
(iii) The Company has taken an interest free unsecured loan from a body
corporate being a party covered in the register maintained under
Section 301 of the Companies Act, 1956. In addition to this the Company
has also continued with interest free unsecured loans taken in the
earlier years from a body corporate being a party, covered in the
register maintained under Section 301 of the Companies Act, 1956. The
maximum and closing balances at the end of the year in respect of the
said loans were Rs. 314.00 Lacs.
In our opinion, other terms and conditions in respect of the above
loans were not prima-facie prejudicial to the interests of the Company.
Since the above loans are repayable on demand, there can not be any
overdue principal or interest in respect of the same as at the close of
the year. The same loans are, however, without formal agreements.
Also, the Company has also granted interest free unsecured loans to 2
bodies corporate representing parties listed in the Register maintained
under Section 301 of the Companies Act, 1956 during the year under
review. The maximum balance outstanding at any time during
the year in respect of the said loans was Rs. 21.06 Lacs and the
balance as at the end of the year was Rs. 20.06 Lacs.
In our opinion, 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 taking reasonable steps for
recovery of the above loans. The said advances / deposits are however
without formal agreement.
(iv) In our opinion, there are internal control procedures for the
provision of services and purchase of inventory by the Company. The
same are adequate and commensurate with the size of the Company and the
nature of its business. 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 updated in the said Register. 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 thereunder.
(vii) In our opinion, the Company has a formal internal audit system
which is commensurate with the size of the Company and the nature of
(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, and there were no outstanding undisputed statutory dues with
the Company for a period of more than six months as at the close of the
year. 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
As per the records of the Company, except for the disputed dues
aggregating to Rs.58.27Lacs relating to Income Tax, there are no
disputed dues relating to Value Added Tax, Customs duty, Wealth tax,
Excise duty. The details of the disputed Income Tax due pending before
Income Tax are as follows:
Assessment Amount Forum where dispute is pending
Year (Rs in Lacs)
2006-07 50.53 Income Tax Appellate Tribunal
2008-09 7.74 Commissioner of Income
(x) As per the accounts verified by us, the Companys accumulated
losses as at the end of the current financial year have exceeded fifty
per cent of its net worth. Also, the Company has incurred cash losses
during the current year amounting to Rs. 5.08 Lacs (Previous year - Rs.
(xi) The Company has not availed any loans from bank and hence the
question of default in repayment of dyes in respect of loans taken from
banks does not arise.
(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 dealings in Shares & securities, proper records
have been maintained by the Company for the transactions and timely
entries have been made therein. The shares, securities held as
investments are in the name of the Company.
(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
(xvi) No term loans were obtained by the Company during the year under
(xvii) Based on the cash flows of the Company, we are of the opinion
that 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
Membership No. F-34171
Place : Mumbai
Date : 8th February, 2011