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Landmarc Leisure Corporation Ltd.

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Annual Report

For Year :
2018 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

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, “Landmarc Films” (A division of Landmarc Leisure Corporation Limited) has released Marathi movies ‘Ringan'' and ‘Gachchi'' 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 “Avadh” 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 “Annexure 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors’ 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 “Annexure B.

AUDITOR’S 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 “Annexure 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 “Annexure 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 (“NRC”) 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

Director’s Report