board of directors...09.30 a.m. and will end on wednesday, 29th june, 2016 at 5.00 p.m. during this...

BOARD OF DIRECTORSMr. S. D. Sinha - Chairman Mr. K.R.Mahadevan - Whole - Time DirectorMs. Vidhi Kasliwal - DirectorMr. Samsher Garud - DirectorMr. Rudra Narain Jha - Director(*Mr. R. N. Jha and Mr . K. R. Mahadevan is appointed on the Board w.e.f 12th April, 2016.)Mr. Kapil Kotia - Chief Financial Officer (CFO)

BOARD COMMITTEESAudit Committee Stakeholders Relationship Committee

AUDITORS PRACTICING COMPANY SECRETARY Shyam Malpani & Associates Mr. Virendra Bhatt Chartered Accountants (Rendering services in the professional 307 / Chartered House, capacity and not an employee of the 297 / 299, Dr. Cawasji Hormasji Street, company)Marine Lines, Mumbai - 400 002.

REGISTERED OFFICE BANKERS"Avadh" Avadesh Parisar, ICICI Bank Ltd.Shree Ram Mills Premises Gate No.2, IDBI Bank Ltd. G.K.Marg, Worli, Oriental Bank of CommerceMumbai - 400 018. HDFC Bank

SHARE TRANSFER AGENT: COMPANY SECRETARYBig Share Services Pvt Ltd. Sonia KahlonE-2/3, Ansa Industrial Estate, Company Secretary & Compliance OfficerSaki Vihar Road, Saki Naka,Andheri (E), Mumbai - 400072.

TWENTY FIFTH ANNUAL GENERAL MEETINGOn Thursday, 30th June, 2016 at 10.00 a.m., at Victoria Memorial School For The Blind, Opp.

Tardeo A/C Market, 73, Tardeo Road, Mumbai - 400 034.

CONTENTS PAGE NUMBER

Mr. Samsher Garud - ChairmanMs. Vidhi Kasliwal - MemberMr. R. N. Jha - MemberMr. S. D. Sinha - Member

Mr. Samsher Garud - Chairman Ms. Vidhi Kasliwal - MemberMr. R. N. Jha - MemberMr. S. D. Sinha - Member

Nomination and Remuneration Committee

Mr. Samsher Garud - ChairmanMs. Vidhi Kasliwal - Member

Mr. R. N. Jha - MemberMr. S. D. Sinha - Member

Notice 1

Director Report 5

Corporate Governance 15

Auditor Report 22

Balance Sheet 28

Profit and Loss Account 29

Cash Flow 30

ANNUAL REPORT 2015 - 16

Route Map

NOTICE

NOTICE IS HEREBY GIVEN THAT THE TWENTY FIFTH ANNUAL GENERAL MEETING OF THE MEMBERS OF THE LANDMARC LEISURE CORPORATION LIMITED WILL BE HELD ON THURSDAY, 30TH JUNE 2016 AT 10.00 A.M. AT VICTORIA MEMORIAL SCHOOL, OPP. TARDEO A.C. MARKET, TARDEO ROAD, MUMBAI - 400 034 TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2016, Profit & Loss Account and Cash Flow

Statement for the year ended on that date and the Reports of the Auditors and Directors thereon.2. To appoint a director in place of Mr. Swetambher Dhari Sinha who retires by rotation and being eligible, offer himself for

reappointment.3. To reappoint M/s. Shyam Malpani & Associates, Chartered Accountants to hold office from conclusion of this Annual

General Meeting until the conclusion of the next Annual General Meeting and authorize the Board of Directors to fix their remuneration.

ORDINARY RESOLUTION:

RESOLVED THAT M/s. Shyam Malpani & Associates, Chartered Accountants (Registration Number 120438 W with the Institute of Chartered Accountants of India) be and are hereby re-appointed as Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration to be decided by the Audit Committee of the Board in consultation with the Auditors, which fee may be paid on a progressive billing basis to be agreed between the Auditor and the Audit Committee of the Board or such other officer of the Company as may be approved by the Board/Committee.

SPECIAL BUSINESS:

4. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT, Mr. Rudra Narain Jha (DIN No.00033291), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 12th April, 2016 under Section 161 of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules 2014, (including statutory modification(s) or re-enactment thereof for the time being in force) and who is eligible for appointment as Director and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, signifying his intention to propose the candidature of Mr. Rudra Narain Jha for the office of Director, be and is hereby appointed as a Director of the Company, who will be liable to retire by rotation."

5. To consider and if thought fit, to pass with or without modification(s), the following resolutions as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or reenactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Rudra Narain Jha (DIN No.00033291), of the company who in accordance with the Companies Act,2013 is required to be appointed as an Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for a period of three years commencing from 12th April, 2016."

6. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT, Mr. K. R. Mahadevan (DIN : 07485859), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 12th April, 2016 under Section 161 of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules 2014, (including statutory modification(s) or re-enactment thereof for the time being in force) and who is eligible for appointment as Director and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, signifying his intention to propose the candidature of Mr. K. R. Mahadevan for the office of Director, be and is hereby appointed as a Director of the Company, who will not be liable to retire by rotation."

7. To consider and if thought fit, to pass with or without modification(s), the following resolutions as an Ordinary Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 196,197, 188 and 203 and other applicable provisions of the Companies Act, 2013, if any and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, consent of the Company be and is hereby accorded to the appointment of Mr. K. R. Mahadevan (DIN : 07485859) as Whole Time Director for a period of three years with effect from 12th April, 2016 on the terms and conditions including remuneration as are set out in the Agreement to be entered into between the Company and him.”

LANDMARC LEISURE CORPORATION LTD

Place : Mumbai.th Date : 07 May, 2016

By Order of the Board of Directors For Landmarc Leisure Corporation Limited

Sd/-S. D. Sinha

Chairman

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NOTES:

1. An Explanatory Statement Pursuant to section 102 of the Companies Act 2013 relating to the special businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. THE PROXY IN ORDER TO BE EFFECTIVE SHOULD REACH THE REGISTERD OFFICEOF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF MEETING.

3. The Register of Members and Share Transfer Books of the Company will remain closed from 26th June, 2016 to 30th June, 2016. (both days inclusive).

4. All documents referred to in the accompanying notice are open for inspection at the Registered Office of the Company during office hours on all working days except Saturdays and Holidays, between 10.00 a.m. and 1.00 p.m. up to the date of the Annual General Meeting.

5. Members are requested to:-

Intimate changes, if any, in their registered address at the earliest.

Furnish PAN with Income Tax Ward/Range/District to the Company.

Quote ledger folio nos. in all the correspondence with the Company and the Transfer Agent. In case shares are held in dematerialized mode, please quote the DP ID No. and client ID in all the correspondence.

Send the queries, if any, at least 7 (Seven) days in advance of the meeting so that the information can be made available at the meeting.

8. Ministry of Corporate Affairs, Government of India, vide Circular No. 17/2011 dated 21st April, 2011 and Circular No.18/2011 dated 29th April, 2011 allowed service of documents by e-mode as a Green initiative in the Corporate Governance. Members are requested to register their e-mail addresses with the Company's Registrar and Share Transfer Agents M/s. Big Share Services Private Limited. E-2/3 Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai-400072 for the purpose of service of documents under Section 20 of the Companies Act, 2013. The members are also requested to update their e-mail address in the Depository Account holding shares of the Company in dematerialized mode enabling the Registrar to consider the same. The form for sending the response is annexed at the end of the Annual Report.

9. Voting through electronic means

In compliance with provisions of Section 108 of Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement, the Company is pleased to provide members the facility to exercise their right to vote at the 25th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting Services provided by Central Depository Services (India) Limited (CDSL). The Company has entered into an arrangement with Central Depository Services (India) Limited for facilitating e-voting for AGM.

The E-voting period for all items of business contained in this Notice shall commence from Monday, 27th June, 2016 at 09.30 a.m. and will end on Wednesday, 29th June, 2016 at 5.00 p.m. During this period equity shareholders of the Company holding shares either in physical form or in dematerialized form, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting their after. Once the vote on a resolution is cast by any Member, he/she shall not be allowed to change it subsequently.

The voting rights of Members shall be in proportion to their equity shareholding in the paid up equity share capital of the Company.

The Company shall appoint an Independent Professional (Practicing Company Secretary - Ms. Meghna S. Mistry ) as Scrutinizer to conduct the E-voting in a fair and transparent manner. The Scrutinizer shall within a period of not exceeding 3 working days from the conclusion of voting period, shall unblock the votes in presence of two witnesses, who are not in employment of the Company and after scrutinizing such votes received shall make a Scrutinizers report of the votes cast in favor or against or invalid votes in connection with the resolution(s) mentioned in the Notice of the Meeting and submit the same forthwith to the Chairman of the Company.

The results along with Scrutinizer's report shall be placed on the website of the Company and shall also be communicated to the Stock Exchanges. The Resolutions shall be deemed to be passed, if approved, on the date of AGM.

The instructions for members for voting electronically are as under:-In case of members receiving email:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on "Shareholders" tab.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below:

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DOB#

DividendBankDetails #

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository field or company, please enter the number of shares held by you as on the cutoff date in the Dividend Bank details.

PAN*

(vii) After entering these details appropriately, click on "SUBMIT" tab. (viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members

holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(x) Click on the EVSN for the relevant "Landmarc Leisure Corporation Ltd" on which you choose to vote. (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details. (xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you

wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote. (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote. (xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page. (xvi) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and

click on Forgot Password & enter the details as prompted by the system. • Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in

and register themselves as Corporates.• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

[email protected].• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote

on. • The list of accounts should be mailed to [email protected] and on approval of the accounts they would be

able to cast their vote. • They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same. In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote. (B) The voting period begins on Monday, 27th June, 2016 at 09.30 a.m. and will end on Wednesday, 29th June, 2016 at 5.00

p.m. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date of Thursday, 23rd June, 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013Item No. 3 M/s. Shyam Malpani & Associates, Chartered Accountants (Registration Number 120438 W with the Institute of Chartered Accountants of India) be and are hereby re-appointed as the statutory auditors of the Company for the financial year 2016-17 at the Annual General Meeting held on 30th July, 2016. M/s. Shyam Malpani & Associates, Chartered Accountants is proposed to be re-appointed for one year as statutory auditors for financial year 2015-16. As per Section 139(1) of the Companies Act, 2013, a transition period of Five years from the commencement of the Companies Act, 2013 is provided to appoint a new Auditor when the existing auditors' firm has completed two terms of five consecutive years with the company. None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out at item No. 3. The Board recommends the resolution at Item No. 3 for approval of the members.

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Item No. 4 and 5 The Board of Directors at their meeting held on 12th April, 2016, on the recommendation of Nomination and Remuneration Committee, appointed Mr. R.N Jha as an Additional Director under Section 161(1) of the Companies Act, 2013 and Article 127 of the Articles of Association of the Company and as an Independent Non-executive Director of the Company for three consecutive years under Section 149 of the Companies Act, 2013 with effect from 12th April, 2016. His appointment is subject to the approval of the shareholders. The Company has received a notice from a member proposing Mr. R.N.Jha as a candidate for the office of Director of the Company, copy of which is available on the website of the Company www.llcl.co.in. Mr. R.N. Jha is also a member of the Audit Committee; Stakeholders Relationship Committee; and Nomination and Remuneration Committee of the Board of Directors of the Company. Mr. R.N. Jha has given a declaration that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. In the opinion of the Board, Mr. R.N.Jha fulfils the conditions specified in the Companies Act, 2013, the Companies (Appointment and Qualification of Directors Rules, 2014 and Clause 49 of the Listing Agreement for his appointment as an Independent Director of the Company and is independent of the management. Copy of the letter for appointment of Mr. R.N.Jha as an Independent Director is available on the website of the Company www.llcl.co.in. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. R.N.Jha as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. R.N.Jha as an Independent Director for three consecutive years for a term upto 12th April, 2019, for the approval by the shareholders of the Company.Except Mr. R.N.Jha, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 4 and 5. This Explanatory Statement may also be regarded as a disclosure under Regulation 36(3) of SEBI (Listing Obligation and Disclosures Requirement) Regulation, 2015.Item No. 6 and 7 In terms of the Corporate Governance Guidelines of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company vide resolution passed on April 12, 2016 approved appointment of Mr. K.R.Mahadevan as Additional Director on the Board of the Company with effect from April 12, 2016 (designated as Whole-time Director) in accordance with the provisions contained in Section 196 and 197 read with Section 203 of the Companies Act, 2013 and that Mr. K.R. Mahadevan shall hold office up to the date of the Annual General Meeting to be held on June 30, 2016 and shall be eligible for election subject to the approval of the shareholders at this Annual General meeting. Approval of the members is required by way of Ordinary Resolution for appointment and payment of remuneration. This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013. The details of remuneration payable to Mr. K.R.Mahadevan and the terms and conditions of the appointment are given below:i. Salary: Rs. 50,000/- per month. ii. Allowances: NilAll the above perquisites and benefits would be subject to the applicable Company policy. Upon approval by the members, a separate agreement to give effect to the above terms will be executed by and between the Company and Mr. K.R.Mahadevan. The Board of Directors recommends the resolution in relation to the appointment of Whole-time Director, for the approval of the members of the Company. Notice has been received from member signifying their intention to propose appointment of Mr. K.R.Mahadevan as Whole-time Director of the Company. Except Mr. K.R.Mahadevan none of the Directors and Key Managerial Personnel of the Company are concerned or interested in this resolution set out at item no. 6 & 7. This explanatory Statement may also be regarded as a disclosures Under Regulation 36(3) of SEBI (Listing Obligation and Disclosures Requirement) Regulation, 2015

Annexure ADetails of the directors seeking Appointment /Re-Appointment in the forthcoming Annual General Meeting

As Required Under Regulation 36(3) of SEBI (Listing Obligation and Disclosures Requirement) Regulation, 2015

Name of the Director Mr. K.R. Mahadevan Mr. S. D Sinha Mr. R.N Jha

Date of Birth 20th February, 1967 27th May, 1946 02nd July, 1939

Date of Appointment 12th April, 2016 17th June, 2002 12th April, 2016

Qualification Diploma in AC BA (HONS), B.L. and B.A. (HONS)

PGDBM

Directorship in Nil Nil 1. S Kumar online Limited

other company 2. Next Gen Publishing Private Limited

3. Rahuveer Urban Constructions

Company Private Limited

4. Vasundhara Hospitality Private Limited

5. E- Assurance Service India Limited

Date : 07th May, 2016Place : Mumbai

By Order of the Board of Directors S/d

S.D. SinhaChairman

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DIRECTORS' REPORT

To

The Members of Landmarc Leisure Corporation Limited

Dear Shareholders,

Your Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts of your Company for fifteen months for the year ended March 31st, 2016.

Total Income 88.21 161.23

Profit before Depreciation & Tax (PBDT) (153.71) (570.11)

Less : Depreciation 151.89 170.58

Profit / Loss before Tax (305.60) (740.69)

Less : Provision for Taxation /

Current Taxation 00.00 00.00

Deferred Tax (Asset) / Liability 14.78 (13.75)

Profit After Tax (290.82) (754.43)

Prior Period Adjustment 00.00 00.00

Income Tax for earlier year's 00.00 00.00

Dividend and TDS Written Back 00.00 00.00

Profit / Loss brought forward :

From previous year (4,438.89) (3,671.06)

Profit / Loss carried to Balance Sheet (4,729.71) (4,438.89)

PARTICULARS For the year ended

31.03.2016

(Audited)

For the year ended

31.12.2014

(Audited)


(Rs. In lacs)Key Financial Highlights

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 31st March, 2016.

Operations

The company has posted loss of Rs.290.82 Lacs for the financial year 2015-16.

Directors

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. S. D. Sinha Director of the Company retires by rotation and being eligible offers himself for re-appointment.

As per Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. R. N. Jha as Independent Directors for three consecutive years.

As per Section 196,197,188and 203 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. K.R.Mahadevan to be appointed as a Whole- time Director of the Company w.e.f. 12th April, 2016 and his tenure expires on 11th April, 2019.

During the year under review Sonia Kahlon was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 06th February, 2016.

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 Regulation 27of SEBI (LODR) Regulations 2015. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 as well as the SEBI (LODR) Regulations 2015.The Board proposes the term of 3 years for the independent directors w.e.f. 12th April, 2016 and they shall not be liable to retire by rotation.

Your directors proposed to appoint Mr. R. N. Jha as the Independent Directors of the Company to hold office for three consecutive years commencing from 12th April, 2016.

Tax Provisions

The Company has made adequate tax provisions under the provisions of Income Tax Act, 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.

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Dematerialization

The Equity Shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Ltd., (NSDL) Central Depository Services (India) Ltd., (CDSL) and existing Registrar & Transfer Agent for dematerialization of existing holding of 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.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Virendra Bhatt, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

Annual Return

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in "Annexure B" and is a part of this Report. The same is as on 31st March, 2016.

The Details In Respect of Adequacy of Internal Financial Controls With Reference To The Financial Statements

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

Internal Control Systems

Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company.

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 Annual Accounts for the year ended March 31, 2016 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 March 31, 2016 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 has made its mark in producing Marathi and documentary films which have been well received by the general public. Its Second Marathi film is to be released very shortly. The company has also won awards for its documentary film. It also has plans to make feature films in Hindi and other regional 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


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complaint if any for speedy redressal.

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.

Annual Evaluation by the Board of Its Own Performance and That of Its Committees and Individual Directors

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.

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 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 ` Nil in Foreign Exchange and has incurred travelling expenditure of Nil in Foreign Exchange.

Fixed Deposits

During the year ended March 31, 2016 the Company has not accepted any deposits from the Public under Section 58A of 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 Ministry 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 25th Annual General Meeting, until conclusion of Fifth 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) of the Companies Act, 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

7


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.

Related Party Transaction Policy

Regulation 23 of the SEBI (LODR) Regulation 2015 entered into by the Company with the Stock Exchanges, requires every listed company to formulate a policy on materiality of related party transactions and also in dealing with related party transactions.

The Board of Directors (the "Board") of Landmarc Leisure Corporation Limited (the "Company"), has adopted the following policy and procedures with regard to Related Party Transactions as defined below. The Audit Committee may from time to time review and recommend amendments to this policy to the Board. The Board may amend this policy from time to time.

This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable on the Company.

Risk Management Policy

The objectives of the Policy are to optimize business performance, protect it from damages, frauds and to promote confidence amongst our stakeholders in the effectiveness of our business management process and our ability to plan & meet our strategic objectives.

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 of Directors For Landmarc Leisure Corporation Limited

Sd/-S. D. Sinha

Chairman

thDate : 07 May, 2016Place : Mumbai

8


“Annexure – A”Form No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Landmarc Leisure Corporation LimitedI have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Landmarc Leisure Corporation Limited (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the Landmarc Leisure Corporation Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering from January 1, 2015 to financial year ended on March 31, 2016 prima facie complied with the statutory provisions listed hereunder:I have examined the books, papers, minute books, forms and returns filed and other records maintained by Landmarc Leisure Corporation Limited (“the Company”) for the financial year ended on March 31, 2016 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the rules made there under;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under ;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;(iv) Foreign Exchange Management Act, 1999 & the rules & regulations made there under to the

extent of Foreign Direct Investment, Overseas Direct Investment & External Commercial Borrowings- Not Applicable during the audit period;

• The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015;• Though the following laws are prescribed in the format of Secretarial Audit Report by the

Government, the same were not applicable to the Company for the financial year ended 31st March, 2016:-(a) The Securities And Exchange Board of India (Issue of Capital & Disclosure Requirements)

Regulations,2009;(b) The Securities and Exchange Board of India (Employee Stock Option Scheme

and Employee Stock Purchase Scheme) Guidelines, 1999;(c) The Securities & Exchange Board of India (Issue & listing of Debt securities) Regulations,

2008;(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;(e) The Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;(f) The Securities & Exchange Board of India (Buyback of Securities) Regulations,1998;

(v) Based on the representation given by the Management of the Company, it is observed that there are no such laws which are specifically applicable to the business of the Company. It is confirmed by the Management that the Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

(vi) I have also examined compliance with the applicable clauses of the following:(a) The Listing agreements entered into by the Company with Bombay Stock Exchange Limited.(b) The Company has prima facie complied with the Secretarial Standards 1 & 2 issued by The

Institute of Company Secretaries of India. During the period under review the Company has prima facie complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.I further report that disclosures in Form MBP-1and Form DIR-8 are not taken from any of the directors.I further report that the Company has prima facie disclosed required details on the website of the Company.I further report that trading window is not closed during the year.I further report that as per the explanation given to us, maintenance of cost records has not been

9


Place : MumbaithDate : 07 May, 2016

Meghna S. MistryACS No.: A43683

COP No.: 16100

prescribed by the Central Government for the Company under Section 148(1) of the Act.I further report that as per the financial statements, the Company has taken loans from related party and others. I further report that as per the financial statements 2,54,000 0% Redeemable Cumulative Preference Shares of Rs. 100/- each fully paid up amounting to Rs. 254.00 Lacs due to be redemption after 5 years i.e. up to 30th January 2018 pursuant to the provisions of Section 106 of the Companies Act, 1956. Further the rate of Preference Dividend has been reduced to 0% from 1%.I further report that as per the information provided in the financial statements, in the earlier years, the Company has given an interest-free Security Deposit of Rs. 1,500 Lacs to Shree Ram Urban Infrastructure Ltd. (SRUIL) as per Memorandum of Understanding (MoU) for Establishment and running of wellness centre in the upcoming project of SRUIL, as per the terms of which the Company is entitled to share revenue with SRUIL/Society for a specific period.I further report that as per the information provided in the financial statements, Based on a revenue sharing agreement entered into between the Company and SKM Real Infra limited (formerly SKM Fabrics (Andheri) Ltd.) (SKM) the Company has given an interest free deposit of Rs. 23.75 Crores in relation to the Wellness Academy and other allied activities being set up in the portion of commercial premises developed by SKM.I further report that I rely on statutory auditor’s reports in relation to the financial statements and accuracy of financial figures for, Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under financial statements, Accounting Standard 18 & note on foreign currency transactions during our audit period and I have not verified the correctness and appropriateness of the books of accounts of the Company.I further report that the board of directors of the company is duly constituted with proper balance of Executive Directors, Non-Executive Directors & Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.I further report that as per the information provided prima facie adequate notice is given to all directors to schedule the Board Meetings, agenda & detailed notes on agenda were sent at least seven days in advance & a system exists for seeking & obtaining further information & clarifications on agenda items before the meeting & for meaningful participation at the meeting.I further report that as per the information provided majority decision is carried through while the dissenting members’ views are captured & recorded as part of the minutes.I further report that there are prima facie adequate systems & processes in the company commensurate with the size & operations of the company to monitor & ensure compliance with applicable laws, rules, regulations & guidelines.I further report that the management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers/records required by the concerned authorities and internal control of the concerned department. I further report that during the audit period the Company has no specific events like Public/Right/Preferential issue of shares/debentures/sweat equity, etc.I further report that:1. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our

responsibility is to express an opinion on these Secretarial Records based on our audit.2. I have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. Where ever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the Management has conducted the affairs of the company.

10


“ANNEXURE – B”Form No. MGT-9

EXTRACT OF ANNUAL RETURNAs on the Financial Year ended on 31st March, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L65990MH1991PLC060535

ii) Registration Date 27/02/1991

iii) Name of the Company Landmarc Leisure Corporation Limited

iv) Category Sub-Category of the Company

Company Limited by SharesIndian Non-Government Company

v) Address of the Registered office and contact details

Avadh Avadhesh Parisar, Shree Ram Mills Premises, G.K.Marg, Worli, Mumbai – 400018 Maharashtra.

vi) Whether listed company Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Bigshare Services Private limited E-3 Ansa Industrial Estate Saki Vihar Road SakiNaka, Mumbai.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl.No.

Name and Description of main products / services

NIC Code of the Product / Service

% to total turnover of the company

1 Broadcasting and Showing of Origal Films,

Sound, Recoding, Radio and Television Program 99733201 63%

2 Other Beauty treatments Services 99972900 37%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

NIL, Hence N.A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during

the year

Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

A. Promoters

(1) Indiana) Individual/HUF 27599966 0 27599966 3.45% 27599966 0 27599960 3.45% 0%b) Central Govt. 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0d) Bodies Corp. 572312612 0 572312612 71.54% 572312612 0 572312612 71.54% 0%e) Banks / FI 0 0 0 0 0 0 0 0 0f) Any Other… 0 0 0 0 0 0 0 0

Sub-total of (A)(1) 599912578 0 599912578 74.99% 599912578 0 599912578 74.99% 0%

(2) Foreigna) NRIs-Individuals 0 0 0 0 0 0 0 0 0b) Other-Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks / FI 0 0 0 0 0 0 0 0 0e) Any Other… 0 0 0 0 0 0 0 0 0

Sub-total of (A)(2) 0 0 0 0 0 0 0 0 0

Total Shareholding

of Promoter (A) =

(A)(1)+(A)(2) 599912578 0 599912578 74.99% 599912578 0 599912578 74.99% 0%

11


B. Public Shareholding

1. Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0 0 0 0 0 0 0 0% 0c) Central Govt. 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capital

Funds 0 0 0 0 0 0 0 0 0f) Insurance

Companies 0 0 0 0 0 0 0 0 0g) FIIs 0 0 0 0 0 0 0 0 0h) Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0Sub-total (B)(1)2. Non-Institutionsa) Bodies Corp. 1266864980 0 0 15.83% 126686498 0 0 15.83% 0% i) Indian 0 0 0 0 0 0 0 0 0 ii) Overseas 0 0 0 0 0 0 0 0 0b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 49396254 0 0 6.17% 49396254 0 0 6.17% 0

ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 19817866 0 0 2.47% 19817866 0 0 2.47% 0

c) Others (specify) 4176804 0 0 0.52% 4176804 0 0 0.52% 0%Sub-total (B)(2)Total Public Shareholding (B) = (B)(1)+(B)(2) 200087422 0 0 25.01% 200087422 0 0 25.01% 0C. Shares held by

Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total(A+B+C) 800000000 0 0 100% 800000000 0 0 100% 0%

ii) Shareholding of Promoters

Sl No.

Shareholder's Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumberedto total shares

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumberedto total shares

% change in share holding during

the year

1 Anuradha V Kasliwal 21599966 2.70% - 21599966 2.70% - 0%

2 Vikas S Kasliwal 6000000 0.75% - 6000000 0.75% - 0%

3 Vidhi Holdings Pvt Ltd 299320466 37.41% - 299320466 37.41% - 0%

4 Yashaswini Investments

Company Private Limited 94451400 11.80% - 94451400 11.80% - 0%

5 Akhilesh Invest fin

Private Limited 96488263 12.06% - 96488263 12.06% - 0%

6 Hanumesh Investments

Private Limited 82052483 10.25% - 82052483 10.25% - 0%

Total 599912578 74.99% - 599912578 74.99% - 0%

12


iii) Change in Promoters' Shareholding ( please specify, if there is no change)

No Change during the period

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

At the beginning of the year1. Vidyut Investments Limited 5848985 0.73 5848985 0.732. Aryaman Capital Markets Limited 5000000 0.62 5000000 0.623. Anilkumar Aggarwal 4845000 0.60 4845000 0.604. Paulomi Dhawan 3500000 0.44 3500000 0.445. S Udhayashangar 1894000 0.24 1894000 0.246. Ashwin Mohanlal Desai 1050000 0.13 1050000 0.137. Nimish Talsania 1005863 0.12 1005863 0.128. Rajesh V Dhanki 750000 0.09 750000 0.099. Thakker Bhupendra 670125 0.08 670125 0.0810. Shanti Rajkumar Chandan 670125 0.08 670125 0.08

Sl. No.

For Each of the Top 10 Shareholders


Cumulative Shareholding during the year

No. of shares% of total sharesof the company No. of shares

% of total sharesof the company

v) Shareholding of Directors and Key Managerial Personnel:

1 At the beginning of the year 20,000 0.0025 % 20,000 0.0025 %

Date wise Increase / Decrease in Share

holding during the year specifying the reasons

for increase / decrease (e.g. allotment /

transfer / bonus/ sweat equity etc): NIL NIL NIL NIL

At the End of the year 20,000 0.0025% 20,000 0.0025%

Sl.No.


Cumulative Shareholding during the yearFor Each of the Directors

and KMPNo. of shares

% of total sharesof the company No. of shares

% of total sharesof the company

vi) Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment: NIL and hence nor Applicable

vii) Remuneration Of Directors And Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Mr. S.D. SinhaGross salary 7,50,000 8,40,000(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 19611. (b) Value of perquisites u/s 17(2) Income-tax Act,1961 90,000

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2. Stock Option ----3. Sweat Equity ----4. Commission

- as % of profit- others, specify… ----

5. Others, please specify ----Total (A) ---- 8,40,000Ceiling as per the Act

Sl.No.

Particulars of Remuneration Name of MD/WTD/ Manager TotalAmount

The Total Managerial remuneration payable in respect of financial year 2015-2016 shall not exceed eleven percent of the net profit of the company for financial year 2015-2016 or if the same exceeds, it shall be within the limits of Schedule V Part II of the Companies Act,2013

13


B. Remuneration to other directors:

Sl.No.

Particulars of RemunerationTotal

Amount

Sitting fee payable to the Directors for attending the meeting of the Board or Committee shall not exceed one lakh rupees per meeting of the Board or committee.

S.P.Banerjee Shamsher Garud

3. Independent Directors

• Fee for attending board committee meetings

• Commission Rs.2500 Rs.2500

• Others, please specify ---- ----

Total (1)

4. Other Non-Executive

Directors Ms Vidhi Kasliwal

• Fee for attending board committee meetings Rs.2500

• Commission -----

• Others, please specify

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.No.

Particulars of Remuneration Key Managerial Personnel

1. Gross salary N.A Sonia Kahlon Kapil Kotia

(a) Salary as per provisions contained in N.A 94,355 1,132,645 1,227,000

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 ---- ---- ---- -----

(c) Profits in lieu of salary under section17(3)

Income-tax Act, 1961 ----- ---- ---- -----

2. Stock Option N.A No No ----

3. Sweat Equity N.A No No ----

4. Commission N.A No No ----

- as % of profit

- others, specify…

5. Others, please specify N.A No No ----

Total N.A 94,355 1,132,645

CEOCompanySecretary CFO Total

*(The post of CEO is vacant)

viii) Penalties / Punishment / Compounding Of Offences:-

Not Applicable

14

REPORT ON CORPORATE GOVERNANCEThe Company firmly believes in and continues to practice Corporate Governance. The Company's essential character is shaped by the very values of transparency, professionalism and accountability. The Company continuously endeavors to improve on these aspects on an ongoing basis.

Board of Directors:

I. Composition and Category of the Board of Directors (as on 31.03.2016):

Name of the Director Designation Executive/Non-Executive/Independent

Mr. S.P. Banerjee Chairman Non-Executive Independent Mr. S.D. Sinha Whole-Time Director Executive Ms. Vidhi Kasliwal Director Non-Executive Mr. Samsher Garud Director Non-Executive Independent

Composition :

Independent - 66.66 Non-Executive - 16.67% Executive - 16.67%

(*Mr. S.P. Banerjee resigned from the Directorship w.e.f. 12.04.2016)(*Constitution of the Committee as on 31st March, 2016)

II. Composition of Board of Directors as on 31.03.2016:

Executive Directors 1 20Non- Executive Independent Directors 2 60Other Non-Executive Directors 1 20

Total 5 100

Category No of Directors Percentage to total no of Directors

III. Attendance of Directors at the Board meetings and at the Twenty Fourth Annual General Meeting:

Mr. S.P. Banerjee 5 5 PresentMr. S.D. Sinha 5 5 PresentMs. Vidhi Kasliwal 5 5 PresentMr. Samsher Garud 5 5 Present


IV. Number of other Boards or other Boards or Board Committees in which he/she is a member or Chairperson: st(as on 31 March, 2016 ):

Mr. S.P. Banerjee 2 Nil 1Mr. S.D. Sinha Nil Nil NilMs. Vidhi Kasliwal 9 Nil NilMr. Samsher Garud Nil Nil Nil

Name of the Director No. of Directorships in other

Companies

No. of Committee Memberships in other Companies

Chairman Member

th1 Saturday 14 Februray, 2015 Registered Officeth2 Friday 17 April, , 2015 Registered Office

th3 Saturday 08 August, 2015 Registered Officeth4 Friday 06 November, 2015 Registered Office

th5 Friday 05 Februray, 2016 Registered Office

Sr. No. Day Date Venue


Name of DirectorNumber of Board

Meetings held during the year

Number of Board Meetings attended

during the year

Attendance at the Twenty- Fourth

Annual General Meeting


V. Number, Day, Date and Venue of the Board Meetings held during the year:

COMMITTEES OF THE BOARD:

The Company has developed all the necessary Committees of the Board namely:

a. Audit Committee;

b. Nomination & Remuneration Committee;

c. Stakeholders Relationship Committee/ Shareholders Grievances Committee.

15


The constitution, terms of reference and the functioning of the above mentioned Committees of the Board is explained herein.

The Board reviews the functioning of these committees from time to time. The Chairman of these Committees conducts the Meetings and also informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors and tabled at the respective Board / Committee Meetings.

a) AUDIT COMMITTEE

The Audit Committee of the Board consists of three Directors. All the members of Audit Committee are Non-Executive Directors. The present Chairman of the Audit Committee is Mr. S.P. Banerjee. The other members of the Audit Committee are Ms. Vidhi Kasliwal and Mr. Samsher Garud. The audit committee met prior to the finalization of the accounts for the year ended 31st March, 2016.

During the year ended 31st March, 2016, Five Audit Committee meetings were held on 14.02.2015, 17.04.2015, 08.08.2015, 06.11.2015, and 05.02.2016. The attendance of each Audit Committee member is given hereunder:-

Name of the Director Designation Number of Meetings held during the year

Mr. S.P. Banerjee Chairman 5 5Ms. Vidhi Kasliwal Member 5 5Mr. Samsher Gaurd Member 5 5

Number of Meetings attended during the year


Attendees:The Whole Time Director, the Statutory Auditors and Internal Auditors are normally invited to the Audit Committee Meetings.Brief Description of terms of reference: The Board has constituted the Audit Committee with the following

1. Oversee the Company’s financial reporting process and disclosure of its financial information2. Recommend appointment and removal of statutory auditors, fixation of audit fee and also approve payments for

other services3. Review the adequacy of internal audit functions and adequacy of internal control systems with the Management,

Statutory and internal auditors.4. Review the Company’s financial and risk management policies.5. Review statement of significant related party transactions and ensure compliance with accounting standards.6. Review with the management, internal and the statutory auditor the quarterly/financial results before submission to

the Board for approval.

Powers of Audit Committee:1. To investigate any activity within its terms of reference.2. To seek information from any employee.3. To obtain outside legal or other professional advice.4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

b) NOMINATION & REMUNERATION COMMITTEE:

I. Brief Description of Terms of Reference:a) The Nomination and Remuneration Committee recommends to the Board the compensation terms of the Executive

Directors.b) Framing and implementing on behalf of the Board and on behalf of the Shareholders, a credible and transparent

policy on remuneration of Executive Directors including ESOP, Pension Rights and any compensation payment.c) Considering approving and recommending to the Board the changes in Designation and increase in salary of the

Executive Directors.d) Ensuring the remuneration policy is good enough to attract, retain and motivate Directors.e) Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of our

Company and the Shareholders.

II. Composition Name of members and chairperson:All the members of Nomination & Remuneration Committee are Non-Executive Directors. The present Chairman of the Committee is Mr. S.P. Banerjee. The other members of the Committee are Ms. Vidhi Kasliwal and Mr. Samsher Garud.

III. Meeting and attendance during the yearDuring the year ended 31st March, 2016, Five Nomination & Remuneration Committee meeting were held on 14.02.2015, 17.04.2015, 08.08.2015, 06.11.2015 and 05.02.2016 respectively. The attendance of Committee member is given hereunder:-




16


Remuneration of Directors for the financial year 2015-2016.The Whole-Time Director, being the only Executive Director is paid remuneration within the limits envisaged under the relevant Companies Act (Companies Act 2013). The remuneration is approved by the Board, Remuneration Committee as well as the Shareholders of the Company. The Non-Executive Directors are paid remuneration only by way of sitting Fees.


General Body Meetings:Location and Time of General Meetings held in last 3 years:

Name of Director Sitting Fees (Rs.)

Mr. S.P. Banerjee 2,500

Ms. Vidhi Kasliwal 2,500

Mr. Samsher Garud 2,500

Total 7,500


Name of the Director

Designation Date of Appointment

/Re-appointment

Ex-gratia & others

(Rs.)

Tenure Salary(Rs.)

Provident Fund(Rs.)

Total (Rs.)

Mr. S. D. Sinha Whole- Time Director

16.06.2014 3 Yrs 7,50,000

7,50,000

90,000

90,000

NIL

NIL

8,40,000

8,40,000Totalc) THE STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted a “Shareholders/Investors Grievance Committee” of Directors to look into the redressal of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. The Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaint if any for speedy redressal. However as per provision of Section 178 of the Companies Act, 2013 the nomenclature of the “Shareholders/Investors Grievance Committee” has been changed as “Stakeholders Relationship Committee.”

I. During the year Three Grievances committee meeting was held on 14.02.2015, 17.04.2015 and 08.08.2015. The attendance of each meeting is given hereunder:





II. Name and Designation of Compliance Officer: Ms. Sonia Kahlon is the Company Secretary & Compliance Officer of the Company. Her email id is [email protected]. Tel. No. – 61404900 Fax No. 24928617

III. Number of shareholders Complaints received so far: During the financial year the Company received no complaints from shareholder.

IV. Number of Complaints not solved to the satisfaction of shareholders: NILV. Number of Pending Complaints: NIL

Year AGM/EOGM Date Time Venue Special Resolutions

Reappointment of S.D.Sinha as the Whole Time Director of the Company w.e.f. 17th June 2014 for a period of 3 years & Change in Articles of Association of the Company as per Companies Act 2013

Victoria Memorial School for the Blind, Opp. Tardeo A/C Market, 73, Tardeo Road, Mumbai 400 034.

10.00 A.M.

17/04/2015th24 AGM2013-2014

NONE


09.00 A.M.

24/01/2014rd23 AGM2012-2013

Mrs. Paulomi Dhawan resigned as Managing Director of the Company w.e.f. 2nd September 2012 & was re-designated as Director.


10.00 A.M.

24/01/2013nd22 AGM2011-2012

17


DISCLOSURESI. There were no materially significant related party transactions with the promoters, Directors etc. that may have potential

conflict with the interests of the company at large. II. There was no non compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or

SEBI or any statutory authority, on any matter relating to the capital markets during the last three years.III. There were no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the company.IV. A list of transaction with related parties as per Accounting Standard AS-18 is mentioned in the Audited Accounts.

MEANS OF COMMUNICATIONThe quarterly, half yearly and annual results are published by the Company in the Free Press Journal and Navshakti, Mumbai and are uploaded on the company’s website (i.e. www.llcl.co.in).“Limited Review” by the Statutory Auditors of the Company for the quarterly results was sent to BSE Limited where the shares of the company are listed. Shareholders can also access the quarterly results on the website of these exchanges where the equity shares of the company are listed (i.e. www.bseindia.com)

GENERAL SHAREHOLDER’S INFORMATION

Monthly High/Low price of Equity Shares of the Company during the financial year 2015-2016 on BSE Limited and National Stock Exchange of India Limited.

Day ThursdayDate 30th June, 2016Time 10.00 A.M.Venue Victoria Memorial School For The Blind, Opp. Tardeo A/C Market, 73, Tardeo Road, Mumbai – 400 034.

Financial Year Ending : 31st March, 2016Date of Book Closure : From Sunday, 26th June, 2016 to Thursday 30th June, 2016 (both days inclusive for the purpose of Annual General Meeting and payment of

Dividend which will be subject to approval of shareholders.Listing on Stock Exchange and Stock Code : Equity Shares of the Company are listed at BSE Limited,

(Scrip Code: 532275 & ISIN : INE394C01023) Face Value of Equity Shares : Re. 1/- each

January 2015 1.11 0.82 February 2015 0.79 0.54 March 2015 0.77 0.66 April 2015 0.79 0.57 May 201 0.77 0.57 June 20153 0.86 0.56 July 2015 0.68 0.56 August 2015 0.86 0.6 September 2015 0.86 0.5 October 2015 0.75 0.48November 2015 0.68 0.52December 2015 0.92 0.54January 2016 1.16 0.62February 2016 0.67 0.54March 2016 0.57 0.47

Month High Low

REGISTRAR AND TRANSFER AGENT

Name Big Share Services Private LimitedAddress E-2/3 Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai-400072.Tel +91-22-40430200Fax +91-22-28475207E-mail [email protected]

The Company’s shares being in compulsory Demat list are transferable through the depository system. However, shares in the physical form are processed by the Registrar & Transfer Agent and approved by the “Stakeholders Relationship Committee”. The share transfer process is reviewed by the said committee.The Company obtains half-yearly certificate of compliance related to the share transfer formalities from a Company Secretary in practice as required under Clause 47 (C) of the Listing Agreement with Stock Exchanges and files a copy of the certificate with the Stock Exchanges on or before the due date.

18

Distribution of Shareholding (as on 31st March, 2016):

I. Categories of Shareholding pattern (as on 31st March, 2016):

1-5000 12,342 85.8813 1,87,47,142 2.34345001 - 10000 1,044 7.2646 87,69,118 1.096110001 - 20000 485 3.3749 75,10,750 0.938820001-30000 193 1.3430 49,21,635 0.615230001-40000 62 0.4314 21,96,489 0.274640001-50000 75 0.5219 35,31,291 0.441450001-100000 92 0.6402 68,46,924 0.8559100001 and above 78 0.5428 74,74,76,651 93.4346

Total 14,371 100 80,00,00,000 100

Clearing member 9 0.0626 32,937 0.0041Corporate Bodies 210 1.4613 12,32,95,392 15.4119Corporate Bodies 4 0.0278 57,23,12,612 71.5391(Promoter Co)Non Resident Indians 51 0.3549 40,96,737 0.5121Other Directors 2 0.0139 41,00,000 0.5125Promoters 1 0.0070 2,15,99,966 2.7000Public 14,091 98.0516 6,85,52,356 8.5690Relatives of Director 2 0.0139 60,00,000 0.7500Trust 1 0.0070 10,000 0.0013

14,371 100.00 80,00,00,000 100.000

No. of Equity Shares held No. of Shareholders % of Shareholders Share Amount in Rs. % of Shareholding

Category No of shareholders % of shares held No of shares held % of share holding

II. Details of Shareholder Holding more than 1% holding

Shareholders Name Shares PercentageVidhi Holdings Private Limited 299320466 37.4151Akhilesh Investfin Private Limited 96488263 12.0610Yashaswini Investments Company Private Limited 94451400 11.8064Hanumesh Investments Private Limited 82052483 10.2566Meritorious Financial Services Private limited 56899517 7.1124Ethic Financial Services Private Limited 56899517 7.1124Anuradha V Kasliwal 21599966 2.70

Total 88.4640

III. Dematerialization of shares and liquidity:The Shares of the Company are compulsorily traded in dematerialized form and are available for trading under both the Depository Systems i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India) Limited). Nearly 99.94% of total equity shares of the Company are held in dematerialized form with NSDL & CDSL.

CODE OF CONDUCTThe Company has in place a Code of Conduct applicable to the Board as well as the designated employees and the same has been posted on the website of the company (i.e. www.llcl.co.in) All the Board Members of the Company have affirmed

stcompliance with the Code of Conduct as on March 31 , 2016.

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 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (As annexed in annexure I).

ADDRESS FOR CORRESPONDENCE:

Landmarc Leisure Corporation Limited“Avadh” Avadesh Parisar, Shree Ram Mills Premises – Gate No.2, G.K.Marg, Worli, Mumbai – 400 018. E-mail: [email protected]

Sd/-

S. D. Sinha

Chairman

By Order of the Board

For and on behalf of the Board,

Place: Mumbai

Date: 7th May, 2016


19

Whole Time Director Certification

I, K.R.Mahadevan, Whole Time Director of Landmarc Leisure Corporation Limited hereby

certify that:

(a) We have reviewed financial statement and the cash flow statement for the year

ended 31st March, 2016 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs

and are in compliance with existing Accounting Standards, applicable laws and

regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by

the Company during the year which are fraudulent, illegal or volatile of the

Company’s Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for

financial reporting and that we have evaluated the effectiveness of internal control

systems of the Company pertaining to financial reporting and we have disclosed to

the Auditors and the Audit Committee, deficiencies in the design or operation of such

internal controls, if any, of which we were aware and the steps taken or propose to

take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that -

(i) there has not been any significant changes in internal control over financial reporting

during the year under reference;

(ii) there has not been any significant changes in accounting policies during the year

and that the same have been disclosed in the notes to the financial statements; and

there has not been any instances during the year of significant fraud of which we had

become aware and the involvement therein, if any, of the management or an employee

having a significant role in the Company’s internal control system over financial reporting.


Sd/-

K.R.Mahadevan

Whole-Time Director

For LANDMARC LEISURE CORPORATION LIMITED

Date: - 07th May, 2016

Place: - Mumbai

20

Auditors’ Certificate on compliance with conditions ofCorporate Governance under Clause No. 49 of the Listing Agreement

To the Members of

Landmarc Leisure Corporation Limited

We have examined the compliance of conditions of Corporate Governance by Landmarc Leisure Corporation Limited (hereinafter called the Company), for the year ended on 31st March 2016, as stipulated in Clause 49 of the Listing Agreement of the Company with stock exchange(s) in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. Our verification was carried out in accordance with the Guidance Note on Certificate of Corporate Governance (stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India.

In our opinion and to the best of our information and according to the explanations given to us and the representation made to us by the Directors and Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

In our opinion and to the best of our information and according to the explanations given to us and the representation made by the Directors and Management, in our opinion the Company has complied in all material respect with the condition of Corporate Governance as stipulated in the Clause 49 of the Listing Agreement. Also as required by the Guidance Note issued by the Institute of Chartered Accountants of India, we state that no investor grievance(s) are pending for a period exceeding one month against the Company as per the records maintained by the Shareholders/Investors’ Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.


Chicago, dated 7th May 2016

For Shyam Malpani and AssociatesChartered AccountantsFirm Registration no. – 120438W

Shyam MalpaniProprietorMembership No. 34171

21

Independent Auditors' Report

To the MembersLandmarc Leisure Corporation Limited.I. 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 31st March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

II. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to 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 133 of the Companies Act, 2013 (hereinafter referred to as the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

III. Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 from material misstatement.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 the 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 financial control relevant to the Company’s preparation of the financial statements that give true and fair view 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 Company’s Directors, as well as evaluating the overall presentation of the financial statements. 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 OpinionAs stated in the Notes No. 35 and 36 respectively of the financial statements regarding;(i) Non-provision in the Company’s 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 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. 199.76 Lacs.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 199.76 Lacs


22

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 aforesaid 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, of the state of affairs of the Company as at 31st March 2016 and its Loss and its cash flows for the year ended on that date.

IV. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 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 per the requirements of Section 143(3) of the Act, we report as follows:

(a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books;

(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 opnion para, In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the respective directors as on 31st March 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of sub-section (2) of Section 164 of the Act;

(f) With respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;

i) The Company does not have any pending litigations which would impact its financial position;

ii) The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.


Chicago, dated 7th May, 2016

For Shyam Malpani & AssociatesChartered AccountantsFirm Registration No. 120438 W

Shyam MalpaniProprietorMembership No. F- 34171

23

Annexure to the Auditors’ Report(Referred to in paragraph V(1) of our report of even date)

In terms of the information and explanations given to us and the books and records examined by usand on the basis of such checks as we considered appropriate, we further report as under

1. Fixed Assets (a) 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. (b) No significant part of fixed assets has been disposed off by the Company during the year

under review.2. Inventory During the year, the management has conducted physical verification of inventories comprising of

shares and CDs at regular intervals. As explained to us there were no discrepancies noticed upon

physical verification conducted by the management.3. Loans to parties of Directors’ interest

During the year, the Company has not granted any loans, secured or unsecured to the parties

c o v e r e d i n t h e r e g i s t e r m a i n t a i n e d u n d e r S e c t i o n 1 8 9 o f t h e

Act.4. Loans/Guarantees/Investments in / Provision of Security to certain parties

Based on the information and explanation given to us and on the basis of records verified by us the

company has complied with the provision of sec 185 and 186 of the act to the extent

applicable.5. Acceptance of Deposits

The Company has not accepted deposits as per the directives issued by Reserve Bank of India

and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules

framed there under.6. Maintenance of Cost Records

As explained to us, maintenance of cost records has not been prescribed by the Central

Government for the Company under Section 148(1) of the Act.7. Undisputed & Disputed Statutory Dues 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 except Tax deducted at source amounting to Rs 15.81 Lacs.

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 per the records of the Company, except for the disputed dues aggregating to Rs.58.27 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:


2006-07 50.53 Income Tax Appellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

Assessment Year Amount (` in Lacs) Forum where dispute is pending

8. Loans from Banks/Financial Institutions/ Government/DebenturesThe Company has not borrowed from any financial institution or bank nor has it issued any

debentures during the year under review.9. Proceeds of Public issue (including debt instruments) /Term Loans

The Company has not raised any money during the year through initial / further public offer

(including debt instruments) nor the Company has availed any term loan during the year under

review.

24


Place: ChicagoDate: 7th May, 2016

10. Frauds on or by the CompanyDuring the course of our examination of the books and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the

information and explanations given to us, we have neither come across any instance of fraud on

or by the Company or its officers/employees, noticed or reported during the year, nor have we

been informed of such case by the management.11. Managerial Remuneration

As per the Company’s records, managerial remuneration paid by the Company is in accordance

with section 197 of the Act read with schedule V. 12. Nidhi Companies

The Company is not a Nidhi company during the year under review and hence, the criteria as

stipulated under Nidhi Rules 2014 is not applicable to the Company.13. Related Party Transactions

As per the information and explanations given during the course of our verification, in our opinion,

all transactions with the related parties made by the Company were in compliance with Sections

177 and 188 of the Act, to the extent applicable to the Company during the year. The relevant

details in respect of the same have been appropriately disclosed as per the requirements of the

Accounting Standard- 18.14. Preferential Issue

During the year, the Company has not made any preferential allotment or private placement of

shares or convertible debentures and hence the requirements of Section 42 of the Act are not

applicable.15. Non-cash Transactions with Directors, etc.

As per the information and explanations provided to us, during the year, the Company has not

entered into any non-cash transactions with directors or persons connected with the directors

within the purview of Section 192 of the Act.16. Provisions of 45-IA of the Reserve Bank of India Act,1934

As per the information and explanations provided to us and based on the overall operations of the

Company, during the year, the Company is not required to be registered under Section 45-IA of

the Reserve Bank of India Act 1934.

For Shyam Malpani & AssociatesChartered Accountants Firm Registration No. – 120438 W

Shyam MalpaniProprietor Membership No. F-34171

25


Annexure A to the independent Auditor’s Report of even date on the financial statement of the

Landmarc Leisure Corporation Limited. Report on the Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013

(“the Act”)We have audited the internal financial controls over financial reporting of Landmarc Leisure

Corporation Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the

financial statements of the Company comprising of the Balance Sheet as at March 31st, 2016, the

Statement of Profit and Loss and the Cash Flow Statement for the period then ended.

Management’s Responsibility for Internal Financial Controls :The Company’s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the ICAI).

These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to Company’s policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of the accounting records, and the

timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility :Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting and the Standards on Auditing, issued by the ICAI

deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to

an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both

issued by the ICAI. Those standards and the Guidance Note that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether adequate internal

financial controls over financial reporting was established and maintained and if such controls operated

effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness.Our audit of internal financial controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting :A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect on the

financial statements.

26


Inherent Limitations of Internal Financial Controls over Financial Reporting :Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial

controls over financial reporting to future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

Opinion :In our opinion, the Company has, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31st, 2016, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

of Chartered Accountants of India.

For Shyam Malpani & Associates

Chartered Accountants

Firm Registration No. 120438 W

Shyam Malpani

Proprietor

Membership No. F- 34171Chicago, dated 7th May, 2016

27

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 2 825,400,000 825,400,000

Reserves and Surplus 3 (415,971,045) (386,888,787)

Non-Current Liabilities

Long Term Borrowings 4 2,000,000 63,500,000

Deferred Tax Liabilities (Net) 5 - 1,477,726

Other Long Term Liabilities 6 - 500,000

Long Term Provisions 7 187,020 653,394

Current Liabilities

Short Term Borrowings 8 20,775,730 20,193,996

Trade Payables 9 21,361,590 21,835,926

Other Current Liabilities 10 20,438,818 14,743,716

Short Term Provisions 11 30,084 52,215

TOTAL 474,222,197 561,468,186

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 12 8,762,888 18,986,967

Intangible Assets 12 19,976,508 25,039,267

Capital Work in Progress - -

Preoperative Expenses Pending Allocation 13 32,695,470 6,709,047

Non Current Investments 14 201,600 201,600

Long Term Loans and Advances 15 300,042,004 302,222,924

Current Assets

Current Investments 16 3,099,588 334,968

Inventories 17 5,282 303,546

Trade Receivables 18 505,270 1,634,472

Cash and Cash Equivalents 19 2,749,372 1,516,437

Short Term Loans and Advances 20 106,074,010 204,253,198

Other Current Assets 21 110,205 265,758

TOTAL 474,222,197 561,468,186

Notes on

Accounts form an integral part of the financial statements - -

PARTICULARS

As per our attached report of even date

For Shyam Malpani & AssociatesChartered Accountants

For and on behalf of the Board

Shyam MalpaniProprietor

Chairman Whole Time Director C.F.O.Chicago, Dated 7th May 2016

As at December 31, 2014

``

As at March 31, 2016

Note No

stBalance Sheet as at 31 March 2016


28

Mumbai, Dated 7th May 2016

stStatement of Profit and Loss for the year ended 31 March 2016

PARTICULARSPrevious

year

``

Current year

Note No

Revenue From Operations 22 8,470,766 15,310,655

Other Income 23 350,714 812,796

Total Revenue 8,821,480 16,123,451

Expenses:

Purchase of Stock-in-Trade 24 - 758,668

Changes in Inventories 25 298,264 498,913

Operational Expenses 26 5,934,976 49,582,409

Employee Benefit Expense 27 4,304,172 10,597,179

Financial Costs 28 588,369 939,138

Depreciation and Amortization Expense 15,189,213 17,058,312

Other Expenses 29 13,066,469 10,757,614

Total Expenses 39,381,464 90,192,233

Profit/(Loss) Before Exceptional and

Extra-Ordinary Items and Tax (30,559,984) (74,068,782)

Exceptional and Extra-Ordinary Items - -

Profit/(Loss) Before Tax (30,559,984) (74,068,782)

Tax Expense:

- Current Tax - -

- Deferred Tax 1,477,726 (1,374,518)

Profit/(Loss) After Tax (29,082,258) (75,443,300)

Earnings/(Loss) Per Share - Basic and Diluted (0.04) (0.09)

Notes on Accounts form an integral part of the financial statements




Chairman Whole Time Director C.F.O.thChicago, Dated 7 May 2016


29



CASH FLOW STATEMENT FOR THE YEAR ENDED ST31 MARCH, 2016

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax & extra ordinary items (30,559,984) (74,068,782)

Adjustments for:

Depreciation 15,189,213 17,058,312

Profit/Loss on sale of Fixed Assets - 80,504

Impairment of Fixed Assets 185,694 -

Provision for employee benefits (488,505) 54,277

Sundry Balance Written back - -

Interest (net) & Dividend Income 370,394 656,725

15,256,797 17,849,818

(15,303,187) (56,218,964)

Operating Profit before Working Capital Changes

Adjustments for:

(Increase)/Decrease in Stock-in Trade 298,264 498,913

(Increase)/Decrease in Trade and Other Receivables 1,129,202 (51,052)

(Increase)/Decrease in Loans & Advances 100,360,108 140,091,526

Increase/(Decrease) in Current Liabilities 5,195,102 (32,427,075)

(Increase)/Decrease in Other Current Assets 155,553 (117,937)

Increase/(Decrease) in Trade Payable (474,335) 2,257,700

(Increase)/Decrease in Miscellaneous Expenses (Assets) 106,663,894 110,252,076

Cash Generated From Operations 91,360,706 54,033,112

Income Tax Paid(net of refund) - -

Net Cash Inflow/(Outflow)before Extraordinary Items 91,360,706 54,033,112

Prior Period Adjustment - -

Net Cash flow From Operating Activities (A) 91,360,706 54,033,112

B. Cash Flow from Investing Activities:

Purchase of Fixed Assets (183,308) (189,511)

Sale of Fixed Assets 95,238 370,228

Purchase Investments (2,764,620) (51,719)

Investment in Capital WIP (25,986,423) (3,300,837)

Interest (net) & Dividend Income -

Net Cash From Investment Activities (B) (28,839,112) (3,171,839)

C. Cash Flow from Financing Activities:

Loan Taken During the year 211,340 -10462729

Loan Repaid During the year (61,500,000) (40,500,000)

Net Cash Used in Financing Activities (C) (61,288,660) (50,962,729)

Net Increase / (Decrease) in Cash & Cash Equivalent (A+B+C) 1,232,934 (101,456)

Cash & Cash Equivalent as on 01.01.2015 1516437 1,617,893

Cash & Cash Equivalent as on 31.03.2016 2,749,372 1,516,437

PARTICULARSFor the year

ended 31.03.2014

For the year ended

31.12.2014

``


For Shyam Malpani & AssociatesChartered Accountants



Chairman Whole Time Director C.F.O.Chicago, Dated 7th May 2016

30


Note 1 Significant Accounting Policies

1. Basis of Accounting

The financial statements have been prepared on an accrual basis of accounting and in accordance with the generally accepted accounting principles in India, provisions of the Companies Act, 2013 (the Act) and comply in material aspects with the accounting standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

2. Income Recognition

(i) Management Consultancy fees and royalty are recognised on accrual basis.

(ii) Income from wellness centre (SPA) activities is recognised on accrual basis. Discounts offered to the customers are shown separately as expenses.

(iii) Sales (including licensing of Programs/ Films/ Movie rights) are recognised when the delivery is completed

(iv) Interest income is recognised on a time proportion basis taking into account outstanding and applicable interest rates.

(v) Dividend income is recognized on receipt basis.

3. Fixed Assets

i) Fixed assets are stated at cost of acquisition /construction including all costs attributable to bringing the assets to their working condition, less accumulated depreciation.

ii) Assets individually costing less than Rs. 5000/- are fully depreciated in the year of purchase.

iii) Pre-operative expenditure incurred during the construction period is capitalized under the relevant Fixed Asset, upon commencement of the commercial operations, in accordance with the generally accepted accounting principles.

4. Depreciation/Amortisation

(i) Depreciation is provided on fixed assets as per the Straight Line Method at the rates and in the manner stipulated in Schedule XIV to the Companies Act, 2013 except for Mobile Handsets in respect of which, the Company adopts writing off the entire value in three years from the date of their acquisition (i.e., at 33 1/3% per annum). The Company estimates that the recoverable value at the end of specified period would be insignificant in respect of those assets.

(ii) Satellite Rights in respect of a feature film are amortised in ten equal annual instalments.

(iii) Leasehold improvements are amortized over the period of primary lease term (36 months).

5. Investments

All investments are classified as Long Term Investments and are carried at the cost of acquisition. Permanent diminution in the book value of long-term investments with reference to the market value and other relevant factors is recognized and charged to the Statement of Profit and Loss.

6. Borrowing Costs

Borrowing costs attributable to the acquisition/construction of a qualifying asset are capitalised as part of the cost of such assets, upto the period assets are ready for their intended use. Other borrowing costs are recognised as an expense in the period in which they are incurred.

7. Accounting for Taxes on Income

Provision for Current tax is made as per the relevant provisions applicable under the Income Tax Act, 1961. Deferred tax asset/liability arising on account of timing difference and capable of reversal in subsequent periods is recognized using the tax rates and tax provisions that have been enacted or substantively enacted as at the Balance Sheet date.

8. Inventories

Body Care products and accessories are carried at the lower of the Cost or Net Realisable Value.

9. Retirement Benefits

Liability for Gratuity and leave encashment is provided for in the accounts on the basis of actuarial valuation.

10. Earnings per Share

Basic earning per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events of subsequent issue of shares.

For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.


Landmarc Leisure Corporation LimitedNotes forming part of the financial statements : 31st March 2016

31


11. Impairment of AssetsThe Company identifies assets to be impaired based on cash generating unit concept at the year end in terms of paragraphs 5 to 13 of the Accounting Standard -28 for the purpose of arriving at Impairment loss there on, if any, being the difference between the book value and recoverable value of relevant assets. Impairment loss when crystallizes is charged against the revenue of the year.

12. Contingent Liabilities and Provisions Disputed liabilities and claims against the Company including claims raised by the revenue authorities pending in appeal for which no reliable estimate can be made of the amount of the obligation or which are remotely poised for crystallization are not provided for in accounts but disclosed in notes on accounts.However, present obligation as a result of a past event with possibility of outflow of resources, when reliably estimated, is recognised in accounts, wherever applicable.

13. Use of EstimatesThe preparation of financial statements in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods.

32

stNotes forming part of the financial statements as at 31 March 2016

PARTICULARS

As at31/12/2014

Amount (`)

As at31/03/2016

Amount (`)

2 Share Capital

Authorised

994,000,000 Equity Shares of Rs.1/- each 994,000,000 994,000,000

(Previous Year 994,000,000 Equity Shares of Rs.1/- each)

10,60,000 0 % Redeemable Cumulative Preference 106,000,000 106,000,000

Shares of Rs.100/- each

(Previous Year 10,60,000 1 % Redeemable Cumulative Preference

Shares of Rs.100/- each)

1,100,000,000 1,100,000,000

Issued, Subscribed and Paid-up

800,000,000 Equity Shares of Re.1/- each fully paid up 800,000,000 800,000,000

(Previous Year 800,000,000 Equity Shares of Re.1/- each fully paid up)

254000 0 % Redeemable Cumulative Preference 25,400,000 25,400,000

Shares of Rs.100/- each fully paid up

(Previous Year 254000 1 % Redeemable Cumulative Preference

Shares of Rs.100/- each fully paid up)

825,400,000 825,400,000

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period.

Equity Shares

Particulars Number Amt. (in Rs) Number Amt. (in Rs)

Shares outstanding at the beginning of the year 800,000,000 800,000,000 800,000,000 800,000,000

Shares Issued during the year - - - -

Shares outstanding at the end of the year 800,000,000 800,000,000 800,000,000 800,000,000

Preference Shares

Particulars Number Amt. (in Rs) Number Amt. (in Rs)

Shares outstanding at the beginning of the year 254,000 25,400,000 254,000 25,400,000

Reclassified during the year into 0% Redeemable

Cumulative Preference Shares - - - -

Shares outstanding at the end of the year 254,000 25,400,000 254,000 25,400,000

Details of shareholders holding more than 5% shares in the Company

Particulars No. of % of No. of % of

Shares held holding Shares held holding

Vidhi Holdings Pvt Ltd 299320466 37.42 299320466 37.42

Ethic Financial Service Pvt Ltd 56899517 7.11 56899517 7.11

Meritorious Financial Services Pvt Ltd 56899517 7.11 56899517 7.11

Akhilesh Investfin Pvt. Ltd. 96488263 12.06 96488263 12.06

Yashaswini Investments Company Pvt. Ltd. 94451400 11.81 94451400 11.81

Hanumesh Investments Pvt. Ltd. 82052483 10.26 82052483 10.26

3 Reserves & Surplus As at As at

Particulars 31/03/2016 31/12/2014

Securities Premium 57,000,000 57,000,000

Statement of Profit & Loss

Opening balance (443,888,787) (367,106,113)

Add: Profit/ (Loss) for the year (29,082,258) (75,443,300)

Less: Retaind Earning - (1,339,374)

Less: Income tax of earlier years -(472,971,045) - (443,888,787) (415,971,045) (386,888,787)


33


34


PARTICULARS

As at31/12/2014

Amount (`)

As at31/03/2016

Amount (`)

4 Long Term Borrowings

Unsecured , Interest Free

Loan from a related party 2,000,000 11,500,000

Others - 52,000,000

2,000,000 63,500,000

5 Deferred Tax Liability (Net)

Deferred Tax Liability

Related to Fixed Assets 535,862 2,235,070

Deferred Tax Assets

Disallowance under the Income Tax Act, 1961 (535,862) (757,344)

- 1,477,726

6 Other Long-term Liabilities

Rent Deposit - 500,000

- 500,000

7 Long term provisions

Provision for Gratuity (unfunded) 144,434 438,566

Provision for Leave Encashment (unfunded) 42,586 214,828

187,020 653,394

8 Short-term borrowings

Un Secured

Loan From Related Party 19,431,730 10,619,996

Loan From Others 1,344,000 9,574,000

20,775,730 20,193,996

9 Trade payables

For Goods 128,511 362,599

For Expenses 21,233,080 21,473,327

21,361,590 21,835,926

10 Other current liabilities

Current maturities of long term borrowing (Refer Note No. 4) - 4,681,000

Other payables 877,409 2,279,720

Statutory dues payable 1,873,992 1,766,403

Advance from Customers 187,417 16,593

Other Advances 17,500,000 6,000,000

20,438,818 14,743,716

11 Short term provisions

Provision for Gratuity 2,618 8,441

Provision for Leave Encashment 4,544 20,852

Other Provision 22,922 22,922 30,084 52,215


35

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:

PARTICULARSAs at

31/03/2016As at

31/12/2014

Amount (`)Amount (`)


13 Pre-Operative Expenditure Pending AllocationOpening Balance 6,709,047 3,408,210 Add: Expenditure incurred during the yearCommission & Brokerage - - Advertisment & Promotion - 8,181,495 Boarding & Lodging 1,484,533 1,777,036 Food & Refreshment 1,093,173 2,724,358 Other Related Expenses 247,537 1,067,612 Production Expenses 11,118,986 9,542,406 Relese Expenses - 1,408,190 Technician Fees 13,979,976 15,175,993 Travelling Expenses 177,553 2,543,936 Less: transfrred to fixed assets - - Less: transfrred to profit & loss account *(Refer Note No. 52) 2,115,335 39,120,189

32,695,470 6,709,047

14 Non-current investments

Investment in Equity Shares

Quoted, Non trade, Long Term, at cost

Nil (2012: 5,000) Shares of Dlink Industries -

9,100 (2012: 9,100) Shares of Niryat Sam (Apparels) India Ltd.

Cost 91,000 91,000

Less: Diminution 72,800 18,200 72,800 18,200

9,600 (2012: 9,600) Shares of Ucil Leasing Ltd.

Cost 96,000 96,000

Less: Diminution 95,600 400 95,600 400

40,000 (2012: 40,000) Shares of Umred Agro Complex Ltd.

Cost 1,000,000 1,000,000

Less: Diminution 920,000 80,000 920,000 80,000

Nil (2012: 4,000) Shares of Shree Ashta Vinayak - 98,600 191,400 -

Unquoted, Non trade, Long Term, at cost

10,000 (2012: 10,000) Shares of Dewas Soya Ltd. 100,000 3,000

100 (2012: 100) Shares of Bombay Mercantile Bank Ltd 3,000 103,000 100,000 103,000

201,600 201,600

15 Long term Loans and Advances

(Unsecured, Considered good, unless stated otherwise)

Deposits 300,042,004 302,222,924

300,042,004 302,222,924

16 Current investments

Quoted investment

Investment in Mutual Fund

308970.14 units of HDFC Cash Management Fund - Treasury Advantage 3,099,588 334,968

Plan - Retail - Daily Dividend(Reinvest) (NAV = Rs 3099588.48)

3,099,588 334,968

17 Inventories

(As taken valued and certified by a director):

Finished Goods 5,282 303,546

5,282 303,546

36


PARTICULARSAs at

31/03/2016As at

31/12/2014



18 Trade receivables

Unsecured

Considered good

Outstanding for a period Less than six months 501,770 0

Outstanding for a period exceeding six months 3,500 977,058

Considered Doubtful 1,540,000 1,597,097

Less: Provision for Doubtful Debts (1,540,000) - (1,597,097) -

Less: Written Off During the Year

Other Debts - 657,414

-

505,270 1,634,472

19 Cash and cash equivalents

Cash in Hand 62,380 32,022

Balance with Banks

In Current account 2,686,992 523,432

In Deposit account (with maturities more than

3 months and less than 12 months) - 2,686,992 960,983 1,484,415

2,749,372 1,516,437

20 Short-term loans and advances

(Unsecured, Considered good)

Advances receivable in cash or in kind - 159,260

Other Short Term loans and advances:

Advance Income Tax, TDS & Refund Receivable 873,421 1,555,139

Service Tax Credit Receivable 3,709,559 2,771,389

VAT Input Receivable 508,317 261,824

Other Advances 786,086 310,959

Business Advances 100,196,628 199,194,628

106,074,010 204,253,198

21 Other Current Assets

Prepaid expenses 110,205 242,381

Others Receivable - 23,377

110,205 265,758

37


22 Revenue from operations

Sales & Service Income 1,479,752 9,775,323

Less: VAT/ Service Tax Recovered/Discount allowed (151,636) 1,328,116 (844,336) 8,930,987

Revenue form Films (Refer Note No. 52) 4,580,000 906,183

Less: Service Tax Recovered (580,000) 4,000,000 - 906,183

Royalty Fees 3,545,806 6,150,000

Less: Service Tax Recovered (403,156) 3,142,650 (676,515) 5,473,485

8,470,766 15,310,655

23 Other income

Dividend 114,621 101,719

Interest 64,896 108,548

Sundry Balance w/Back 169,122 575,904

Miscellaneous Income 2,075 26,625

350,714 812,796

- -

24 Purchase of Stock-in-Trade

Purchase Body Care Products and Related Products - 758,668

- 758,668

25 Changes in Inventories

Closing stock


Less:

Opening stock 303,546 802,459


26 Operational expenses

Electricity Expenses 667,289 1,027,325

House Keeping Charges - 8,681

Laundry Expenses 9,702 122,878

Rent Paid 3,142,650 9,133,761

Cost of Production * 2,115,335 39,120,189

Security Charges - 169,575

5,934,976 49,582,409

27 Employee benefit expense

Salaries to Staff 3,266,119 9,307,155

Contribution to Provident & Other Funds 262,443 424,582

Directors' Remuneration 750,000 750,000

Staff Welfare Expenses 25,610 115,442

4,304,172 10,597,179

28 Financial Costs

Bank Charges 38,458 72,146

Interest 549,911 866,992

588,369 939,138

PARTICULARSAs at

31/03/2016As at

31/12/2014


stNotes forming part of the financial statements for the year ended 31 March 2016

4038


PARTICULARSAs at

31/03/2016As at

31/12/2014


stNotes forming part of the financial statements for the year ended 31 March 2016

29 Other expenses

Auditor's Remuneration 607,364 314,608

Sitting Fees 8,245 11,000

Directors' Foreign Travelling Expenses - 123,163

Travelling 117,689 329,925

Conveyance 186,243 589,946

Postage and Telegrams 96,335 75,082

Telephone Expenses 120,008 262,407

Internet Charges 174,367 130,435

Impairment of Fixed Assets 185,694 -

Filing & Stamp Duty 177,086 170,733

Labour Charges 7,550 147,771

Loss On Sale Of Assest - 80,504

Office Expenses 372,269 366,360

Legal & Professional Expenses 4,804,978 1,018,916

Lodging & Boarding 95,768 86,372

Business Promotion 69,403 31,358

Vehicle Expenses 2,400 30,200

Retainership Charges 2,479,583 3,814,364

Rates & Taxes 1,176,114 -

Refreshments 208,457 212,178

Sundry Expenses 787,026 654,043

Swachh Bharat Cess 12,573 -

Social Media Expenses 122,340 111,024

Transportation Charges - 12,395

Advertisement & Marketing Expenses 94,593 441,712

Membership & Subscription 41,684 57,064

Printing & Stationery 272,815 282,664

Provision for Doubtful Debts 210,000 -

Repairs & Maintenance 635,885 709,084

Forign Exchanges Loss - 694,305

13,066,469 10,757,614

39


Notes on Accounts (continued)

Note 30:-

Computation of Earnings / (Loss) Per Share:.

Amounts used as numerator – Profit/(Loss) for the year (Rs.) (2,90,82,258) (75,443,300)Preference dividend - -Amount available to Equity Shareholders (2,90,82,258) (75,443,300)No. of Equity Shares used as denominator (Nos.) 80,00,00,000 80,00,00,000Nominal value per Equity Share (Re.) 1.00 1.00Earnings / (Loss) Per Share(Rs.) (0.04) (0.09)

Particulars Current Year Previous Year

Note 31:- Contingent liabilities

a. Arrears of dividend on Redeemable Cumulative Preference Shares – Nil (Previous Year – Rs. Nil).

b. Contingent Liabilities as may arise on account of non/delayed compliance of certain fiscal statutes–Amount unascertainable (Previous Year – Amount unascertainable).

Note 32:-

2,54,000 0% Redeemable Cumulative Preference Shares of Rs. 100/- each fully paid up amounting to Rs. 254.00 Lacs due to be redeemable at 30th January 2013 (as extended previously) are further extended for redemption after 5 years i.e. up to 30th January 2018 pursuant to the provisions of section 106 of the Companies Act 1956. Further, the rate of Preference Dividend has been reduced to 0% from 1%.

Note 33:-

Unsecured loans from a body corporate under the same group (interest free) are repayable on demand. Certain portion of the said loan is considered as long term debt by the Company, keeping in view the purpose and the tenure, as agreed upon with the lender body corporate.

Note 34:-

a) The Company has provided liability for gratuity and leave encashment payable to its eligible employees as per actuarial valuation, in line with the recommendations of the Accounting Standard -15, Employee Benefits. Following are the details in respect of gratuity (Non-funded):

Statement of Profit and Loss

Net employee benefit expenses (recognized in Employee cost)

Current Service Cost 60,000 100,000 6,086 2,83,807

Total included in “Employee Benefit Expenses” 60,000 100,000 6,086 2,83,807

Particulars31.03.2016 (`) 31.12.2014 (`)

Gratuity Leave encashment


Balance Sheet

Details of provision for Gratuity & Leave Encashment

Liability at the end of the year 147,052 47,130 447,007 235,680

Amount in Balance Sheet 147,052 47,130 447,007 235,680

Particulars31.03.2016 (`) 31.12.2014 (`)



st Notes forming part of the financial statements for the year ended 31 March 2016

Changes in the present value of the defined benefit obligation are as follows:

Liability at the beginning of the year 447,007 235,680 440,921 187,489Current Service Cost 60,000 100,000 6,086 2,83,807Benefits paid/adjustment 359,955 288,550 - 2,35,616

Liability at the end of the year 147,052 47,130 447,007 235,680

Particulars31.03.2016 (`) 31.12.2014 (`)



40


Principal actuarial assumptions as at the Balance Sheet date:

Particulars31.03.2016 31.12.2014



Discount Rate 7.96% 7.96% 8.12% 8.12%

Expected Rate of Return on Assets 0% 0% 0% 0%

Salary Escalation Rate (p.a.) 6% 6% 6% 6%

Employee Attrition Rate 2% 2% 2% 2%

Retirement Age 58 Years 58Years 58 Years 58Years

Note 35:-

In the earlier years, the Company has given an interest-free Security Deposit of Rs. 1,500 Lacs to Shree Ram Urban Infrastructure Ltd. (SRUIL) as per Memorandum of Understanding (MoU) for establishment and running of wellness centre in the upcoming project of SRUIL, as per the terms of which the Company is entitled to share revenue with SRUIL/society for a specific period.

Note 36:-

During the previous years, the Company has incurred Publicity and Promotion expenses including Satellite rights, in respect of a feature film amounting to Rs. 740.28 Lacs , of which, the management is of the view that Rs. 400.00 Lacs would represent the future economic benefit of the satellite rights and has accordingly capitalised the same under Intangible assets. Due to capitalising the same, the fixed assets are over stated to the extent of Rs. 199.76 Lacs (Previous Year Rs. 250.39 Lacs).

Note 37:-

Based on a revenue sharing agreement entered into between the Company and SKM Real Infra Limited (formerly SKM Fabrics (Andheri) Ltd.) (SKM) the Company has given an interest free deposit of Rs. 23.75 Crores (Previous year – Rs. 34.92 Crores) in relation to the Wellness Academy and other allied activities being set up in the portion of commercial premises developed by SKM.

Note 38:-

Certain balances under the heads of unsecured borrowing, Trade Receivables, Loans and Advances and Trade payables are subject to confirmation and consequential reconciliation, if any. The necessary adjustments in the respective accounts will be carried out in the year such reconciliation /confirmation takes place.

Note 39:-

In the opinion of management, Current Assets, Loans and Advances are expected to realize at the values represented in the financial statements in the normal course of business and adequate provision has been made for all known liabilities.

Note 40:-

Travelling expenses include Directors’ Travelling expenses (foreign & domestic) of Rs. 1.18 Lacs (Previous Year – Rs. 2.35 Lacs).

Note 41:-

a. No provision for Current tax for year has been considered, in view losses incurred by the Company during the year.

Particulars 2013-14 2012-13

(a) Deferred tax Liabilities on account of :Depreciation 535,862 2,232,070

(b) Deferred tax assets on account of: Employee Benefits 535,862 757,344

Balance in Deferred tax Liability (Net) (a)-(b) - 1,477,726

(` in Lacs)b. Deferred tax:

Tax rate considered for the above purposes is 30.90% (Previous Year: 33.22 %)

c. Deferred tax Assets arising due to brought forward losses under the Income Tax Act, 1961 were not recognized in the accounts as a matter of prudence.

Note 42:-

As per the requirements of Section 22, there are no Micro and Small Enterprise to whom the Company owes dues, which are outstanding more than 45 days as at 31st March, 2016. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. The same has been taken on the basis of information provided by the Company and relied upon by the Auditors.

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Note 43:- Auditors' Remuneration:


Audit Fees 1.25 1.25Tax Audit Fees 0.75 0.75Certification and other matters (Included under legal & professional fees) 4.07 0.80Total 6.07 2.80

(` in Lacs)

Note 44:- Directors' Remuneration:

Remuneration of Directors (Including Managing Director) is as under:


Remuneration to Whole Time Director 7.50 7.50Provident Fund Contribution 0.90 0.90Sitting Fees paid to Directors 0.08 0.11

Total 8.48 8.51

(` in Lacs)

Note 45:- Leased out Premises:

The Company does not have any premises on operating lease basis as on the end of the year.

Note 46:-

The Company has identified three reportable Segments viz, Management Consultancy, Wellness business and Landmarc Films. Segments have been identified and reported taking into account nature of services rendered by the Company, the differing risks and returns and the internal business reporting systems. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company, with the following additional disclosures for segment reporting:

Particulars

Amount (` In Lacs)

Sr.

No.

Management Consultancy

Wellness Business

Landmarc Films

Unallocable Total

15-16 13-14 15-16 13-14 15-16 13-14 15-16 13-14 15-16 13-14

Segment Information

1 Segment RevenueExternal Turnover 1.75 2.11 35.76 137.55 53.38 15.81 (2.68) 5.76 88.21 161.23Inter Segment Turnover - - - - - - - - - -

Gross Turnover 1.75 2.11 35.76 137.55 53.38 15.81 (2.68) 5.76 88.21 161.23Less: VAT/ Service Tax Recovered - -

Net Turnover 1.75 2.11 35.76 137.55 53.38 15.81 (2.68) 5.76 88.21 161.23

2 Segment Result before

Interest and Taxes (52.20) (52.03) (118.12) (152.22) (114.05) (529.47) (10.07) (13.13) (294.44) (746.85)Less: Interest Expenses 11.39 1.29 - - 0.41 7.38 - - 11.81 8.67Add: Interest Income 0.59 1.09 - - 0.06 - - - 0.65 1.09Add: Exceptional Item - - - - - - - - -Profit Before Tax (63.01) (52.24) (118.12) (152.22) (114.40) (536.85) (10.07) (13.13) (305.60) (754.43)Current Tax - - - - - - - -Deferred Tax - - - - (14.78) - (14.78) -Profit After Tax (63.01) (52.24) (118.12) (152.22) (114.40) (536.85) 4.71 (13.13) (290.82) (754.43)

3 Other InformationSegment Assets 299.31 33.37 1,570.17 1,954.99 497.96 408.41 2,374.78 3,217.91 4,742.22 5,614.68Segment Liabilities 165.94 0.23 63.15 63.02 190.86 28.82 0.23 240.56 420.18 332.63Depreciation 0.43 1.58 77.05 90.42 74.41 78.59 - - 151.89 170.57

a. Revenue & Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue & Expenses which relates to enterprise as a whole are not allocable to a segment on reasonable basis have been disclosed as “Unallocable”.

b. Segment assets & liabilities represent assets & liabilities in respected segments. Tax related assets & other liabilities that cannot be allocated to a segment as a reasonable basis have been disclosed as “Unallocable”.

The Company deals only in one geographical area i.e. India hence there is no secondary segment as reportable.

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43

Note 47:- Related party Disclosure

(i) Key Management personnel

(a) S D Sinha- Whole Time Director

(b) Vidhi Kasliwal

(c) Sonia Kahlon- Company Secretary

(d) Kapil Kotia- Chief Financial Officer

(ii) Relatives of Key Management Personnel

(a) Vikas Kasliwal

(b) Arnav Vikas Kasliwal

(c) Dhruv Vikas Kasliwal

(d) R S Kasliwal

(iii) Subsidiaries & Fellow Subsidiaries

None

(iv) Associates

None

(v) Enterprises over which key management personnel and their relatives exercise significant influence where the Company has entered into transactions during the year:

a) Shree Ram Urban Infrastructure Limited

b) A S Parivar

c) Yashaswini Investment Company Pvt Ltd

d) K U Enterprises Pvt Ltd

e) Dhvani Terefabs Exports Pvt Ltd

Notes:

(a) Related party relationships are as per the information provided by the Company and relied upon by the auditors.

(b) Previous year’s figures are given in brackets.

Note 48:-

Disclosure as regards Accounting Standard-29 (Provisions, Contingent Liabilities and Contingent Assets).

(` In Lacs)

Remuneration & Perquisites 19.77 - - 154

(9.50) (120)

Business Advance Taken 115.00 175.00

(60.00) (60.00)

Travelling Expenses 0.14

(1.23)

Unsecured Loans Repaid 175.00

(Nil) 214.02

139.36 (245.20)

Unsecured Loans taken - - (242.54)

Deposits - 0.2 1375.13

(Nil) (1371.26)

(a) (b) (c) (d)

Particulars Key Management Personnel

Relative of KMP Enterprises over which key management personnel &

their relatives exercise influence

Closing Balances

Provision for Gratuity 4.47 0.60 3.60 1.47

Provision for Leave

Encashment 2.36 1.00 2.89 0.47

Particulars Opening balance as on

01-01-2015

Provision during the year

Payment / Adjustment

during the year

Closing Balance as on 31-03-2016


Note 49:-

The Company vide circular resolution date 25th January 2016 and in accordance with provision of section 2(41) and other applicable provision of the Companies Act, 2013 has filed an application to Register of Companies for extension of the financial year for preparation of accounts covering a period of 15 months i.e. from 1st January 2015 to 31st March 2016 in view to Comply with the Companies Act 2013 where in it is required to have a uniform accounting year.

Note 50:-

As the Company has changed its accounting year from January to March the current financials have been made for 15 Months i.e. 1st January, 2015 to 31st March, 2016 and hence the amounts of the current year are not comparable with the previous year.

Previous year figures have been grouped / regrouped as current year financials.

Note 51:-

The Company during the year has completed its assignment to make a documentary on making of “Prem Ratan Dhan Payo” and hence the Preoperative expenses of the same have been transferred to statement of profit and loss account details of the same are given below.

Particulars Amount (Rs.)

Net Revenue 40,00,000

Cost of Production

Food & Refreshment Exp 43,092

Other Expenses 7,342

Production Exp 4,91,157

Technician Fees 15,30,102

Travelling Exp 43,642

Total 21,15,335

Net 18,84,665

Mumbai, Dated 7th May 2016 Chairman Whole Time Director C.F.O.


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LANDMARC LEISURE CORPORATION LIMITEDCIN NO: L65990MH1991PLC060535

Regd office : "Avadh" Avadesh Parisar, Shree Ram Mills Premises, G.K Marg, Worli, Mumbai - 400018.Web site: llcl.co.in, Email Id: [email protected]

ANNUAL GENERAL MEETING ON 30th JUNE, 2016

ATTENDENCE SLIP(to be handed over at the entrance of the meeting hall)

Shareholder/Proxy holder DP ID* Client ID* Folio No. of Shares held

I certify that I am Registered Share Holder / Proxy of the Company and hold __________ shares. I here by record my presence at the Twenty Fifth Annual General Meeting being held at "Victoria Memorial School For The Blind, Opp. Tardeo A/C Market, 73, Tardeo Road, Mumbai - 400 034. On Thursday, 30th June 2016 at 10.00 a.m.

____________________________________Name of the Member / Proxy (In block letter)

________________________Member's / Proxy's Signature

Notes:

1. A member / proxy wishing to attend the meeting must complete this Admission Slip and hand it over at the entrance.

2. If you intend to appoint a proxy, please complete the proxy form below and deposit it at the Company's Registered Office at least 48 hours before the meeting.

45

FORM NO MGT-11 PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

LANDMARC LEISURE CORPORATION LIMITEDCIN NO: L65990MH1991PLC060535

Regd office:" Avadh" Avadesh Parisar, Shree Ram Mills Premises, G.K Marg, Worli, Mumbai - 400018.

Website: llcl.co.in, Email Id: [email protected]

Name of the Member(s) :

Registered Address :

E mail Id :

Folio No/Client ID :

DP ID :

I/We, being the member(s) of shares of the above named company, hereby appoint :

(1) Name …………………………………..….Address……………………………….……....

Email Id………………………………….…Signature………………………………………

(2) Name …………………………………..….Address………………..……………………....

Email Id…………………………………….Signature………………………………………

(3) Name …………………………………..….Address……………………………………......

Email Id…………………………………….Signature………………………………………

As my/our proxy to attend and vote (on a poll) for me /us and on my/our behalf at the 25th Annual General Meeting of the Company, to be held on 30th June, 2016 at 10.00 a.m at "Victoria Memorial School For The Blind, Opp. Tardeo A/C Market, 73, Tardeo Road, Mumbai - 400 034 and at any adjournment thereof in respect of such resolutions as are indicated below:

RESOLUTION NO.

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2016, Profit & Loss Account and Cash Flow Statement for the year ended on that date and the Reports of the Auditors and Directors thereon.

2. To appoint a director in place of Mr. S. D. Sinha who retires by rotation and being eligible, offer himself for reappointment.

3. To reappoint M/s. Shyam Malpani & Associates, Chartered Accountants to hold office from conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS

4. To appoint Mr. R. N. Jha as the Director of the Company.

5. To appoint Mr. R.N.Jha as Independent Director of the Company.

6. To appointment of Mr. K.R.Mahadevan as Director of the Company.

7. To appointment of Mr. K.R.Mahadevan as Whole time Director of the Company.

Affix Revenue

StampRe 1/-

Signed this ................................... day of.

Signature of Shareholder : ____________________________

Signature of Proxy Holder(s) :_________________________

Note: This form of Proxy in order to be effective, should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.


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Bigshare Services Pvt. Ltd.E/2, Ansa Industrial Estate,Sakivihar Road, Saki Naka,Andheri (E), Mumbai - 400 072

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