Report on the Financial Statements
We have audited the attached financial statements of Landmarc Leisure
Corporation Limited (hereinafter referred to as the Company),
comprising of the Balance Sheet as at 30th September 2013, the
Statement of Profit and Loss and the Cash Flow Statement for the year
then ended along with the Significant Accounting Policies and other
explanatory information forming an integral part thereof.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956(hereinafter referred to as the Act). This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the Auditor''s judgment, including assessment of the
risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the management,
as well as evaluating the overall financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a reasonable basis for our audit opinion.
Basis for Qualified Opinion
As stated in the Notes No. 35 and 36 respectively of the financial
(i) Non-provision in the Company''s books in respect of an Interest free
Security deposit given by the Company based on 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
management''s view the same is fully recoverable.
(ii) Capitalization under the fixed assets in respect of expenses
incurred on Publicity and Promotion including satellite rights, instead
of charging the same to revenue in earlier years, in departure from the
recommendations of Accounting Standard- 26, Intangible Assets, on
account of the which, fixed assets are overstated to an extent of Rs..
Accordingly, (i) Loans and Advances has been overstated and provision
for doubtful advances have been understated to an extent of Rs. 1500.00
Lacs (ii) Intangible Assets have been overstated and expenses have been
understated by Rs. 299.73 Lacs.
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion paragraph, the financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 30th September 2013;
(ii) In the case of the Statement of Profit and Loss, of the Loss of
the Company for the year ended on that date; and
(iii) In the case of the Cash Flow Statement, of the Cash flows of the
Company for the year ended on that date
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 as
amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of the Act, we enclose in the Annexure a statement on
the matters specified in paragraph 4 of the said Order, to the extent
applicable to the Company during the year under review.
2. Further to our comments in the Annexure referred to in 1. above, as
required by Section 227(3) of the Act, we report as follows:
(a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;
(d) Except for the matter stated in basis of qualified opinion para, In
our opinion, the Balance Sheet, the Statement of Profit and Loss and
the Cash Flow Statement comply with the Accounting Standards as
referred to in sub-section (3C) of section 211 of the Act;
(e) On the basis of written representations received from the
respective directors as on 30th September 2013 and taken on record by
the Board of Directors, none of the directors is disqualified as on
30th September 2013 from being appointed as a director in terms of
clause (g) of sub-section (1) of Section 274 of the Act;
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.
(ii) During the year, the management has conducted physical
verification of inventories comprising of shares and body care products
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) According to the information and explanations given to us, the
Company has not taken any loans, secured or unsecured from companies,
firms or other parties covered in the register maintained under Section
301 of the Companies Act, 1956.
The Company has not granted any loans to any bodies corporate, firms or
other 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 in the wellness activities. 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 relating to wellness activities
prevailing in the Company.
(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 there under.
(vii) In our opinion, the Company has a formal internal audit system
during the year under review, which is commensurate with the size of
the Company and the 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, 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..58.27 lacs relating to Income Tax as given below,
there are no disputed dues relating to Value Added Tax, Customs duty,
Wealth tax, Excise duty. The details of the disputed Income Tax dues
before Income Tax authorities are as follows:
Assessment Amount Forum where dispute is pending Year
( Rs. in Lacs)
2006-07 50.53 Income TaxAppellate Tribunal
2008-09 7.74 Commissioner of Income Tax (Appeals)
(x) As per the accounts verified by us, the Company''s 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.. 292.05 Lacs (Previous year - Rs..
(xi) The Company has availed a vehicle loans from bank and has not made
any default in repayment of dues in respect of the said loans taken.
The Company has not borrowed from any financial institution nor has it
issued any debentures during the year under review.
(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 and 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 Shyam Malpani and Associates
Firm Registration No. - 120438W
Place : Mumbai, partner
Date : 26th November, 2013 Membership No. F - 34171