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Auditor Report of Landmarc Leisure Corporation Ltd.

Dec 31, 2014

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 31" December 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 (hereinafter referred to as the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estinnates made by the management, as well as evaluating the overall financial statement presentation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion.

Basis for Qualified Opinion

As stated in the Notes No. 35 and 36 respectively of the financial 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 T1500.00 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 T 250.39 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.250.39 Lacs.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31" December 2014;

(ii) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended onthatdate; and

(iii) In the case of the Cash Flow Statement, of the Cash flows of the Company for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended issued by the Central Government of India in terms of Section 143 of the Companies Act 2013 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order, to the extent applicable to the Company during the period under review.

2. Further to our comments in the Annexure ref erred to in 1. above, as required by Section 227(3) of the Act, we report as follows:

(a) We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary forthe purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so faras 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;

(e) On the basis of written representations received from the respective directors as on 31st December 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December 2014 from being appointed as a director in terms of sub-section (2)of Section 164 of the Act;

Annexure to the Auditors'' Report (Referred to in paragraph 3 of our report of even date)

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

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) During the year, the management has conducted physical verification of inventories comprising of shares and body care products at regular intervals. The procedures of physical verification of inventories followed by the management, in our opinion, is commensurate in relation to the size of the Company and nature of its business. The Company has maintained proper records of inventory. As explained to us no material discrepancies have been noticed upon physical verification conducted by the management.

(iii) According to the information and explanation given to us the Company has, the company has not granted loans secured or unsecured to the companies covered in the register maintained under Section 189 of the Act.

Also, the Company had taken unsecured loans from four parties covered in the register maintained under Section 189 of the Act. The maximum & closing balance was Rs. 245.20 Lac at the year-end of loans taken from such parties.

In our opinion, terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company. In respect of the aforesaid loans, the same are repayable on demand. Accordingly we are unable to comment on the regularity of the repayment of principal.

(rv) In our opinion, there are internal control procedures for the provision of services in the wellness activities. The same are adequate and commensurate with the size of the Company and the nature of its business. During our review, we have not come across any major weaknesses in the internal controls relating to wellness activities prevailing in the Company.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 189 of the Act, have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) During the period, the Company has not accepted any deposits from the public hence clause 4(vi)of CARO is not applicable to the Company.

(vii) In our opinion, the Company has a formal internal audit system during the year under review, which is commensurate with the size of the Company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 148 of the Act.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees'' State Insurance, Income tax. Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year except Tax deducted at source amounting to Rs. 12.51 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 7 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:

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

2006-07 50.53 Income Tax Appellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

(x) As per the accounts verified by us, the Company''s accumulated losses as at the end of the current financial year have not exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses during the current year amounting to 7570.14 Lacs (Previous year- 7 292.05 Lacs).

(xi) The Company has not borrowed from any financial institution or bank nor has it issued any debentures during the year under review.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares and securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No term loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company, we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) According to information and explanations given to us, the Company has not made any preferential allotment of equity shares to parlies and companies covered in register maintained under Section 189 of the Act during the period under review.

(xix) The Company has not issued any debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Shyam Malpani & Associates Chartered Accountants Firm Registration No. 120436 W

Shyam Malpani Proprietor Membership No. F- 34171

Mumbai, dated 14th February, 2015


Sep 30, 2013

Report on the Financial Statements

We have audited the attached financial statements of Landmarc Leisure Corporation Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 30th September 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956(hereinafter referred to as the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of 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 assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall financial statement presentation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion.

Basis for Qualified Opinion

As stated in the Notes No. 35 and 36 respectively of the financial statements regarding;

(i) Non-provision in the Company''s books in respect of an Interest free Security deposit given by the Company based on MOU with a body corporate amounting to Rs.. 1500.00 Lacs against which the Company is expected to derive benefits in the future years and hence in the management''s view the same is fully recoverable.

(ii) Capitalization under the fixed assets in respect of expenses incurred on Publicity and Promotion including satellite rights, instead of charging the same to revenue in earlier years, in departure from the recommendations of Accounting Standard- 26, Intangible Assets, on account of the which, fixed assets are overstated to an extent of Rs.. 299.73 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. 299.73 Lacs.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September 2013;

(ii) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the Cash flows of the Company for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1. above, as required by Section 227(3) of the Act, we report as follows:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of 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 opinion para, In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards as referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the respective directors as on 30th September 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 30th September 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

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

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) During the year, the management has conducted physical verification of inventories comprising of shares and body care products at regular intervals. The procedures of physical verification of inventories followed by the management, in our opinion, is commensurate in relation to the size of the Company and nature of its business. The Company has maintained proper records of inventory. As explained to us no material discrepancies have been noticed upon physical verification conducted by the management.

(iii) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

The Company has not granted any loans to any bodies corporate, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review.

(iv) In our opinion, there are internal control procedures for the provision of services in the wellness activities. The same are adequate and commensurate with the size of the Company and the nature of its business. During our review, we have not come across any major weaknesses in the internal controls relating to wellness activities prevailing in the Company.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the Company has a formal internal audit system during the year under review, which is commensurate with the size of the Company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1)(d) of the Companies Act, 1956.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees'' State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As per the records of the Company, except for the disputed dues aggregating to Rs..58.27 lacs relating to Income Tax as given below, there are no disputed dues relating to Value Added Tax, Customs duty, Wealth tax, Excise duty. The details of the disputed Income Tax dues before Income Tax authorities are as follows:

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

2006-07 50.53 Income TaxAppellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

(x) As per the accounts verified by us, the Company''s accumulated losses as at the end of the current financial year have exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses during the current year amounting to Rs.. 292.05 Lacs (Previous year - Rs.. 246.54 Lacs).

(xi) The Company has availed a vehicle loans from bank and has not made any default in repayment of dues in respect of the said loans taken. The Company has not borrowed from any financial institution nor has it issued any debentures during the year under review.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares and securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No term loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company, we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) The Company has not made any preferential allotment of equity shares during the year under review.

(xix) The Company has not issued any debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Shyam Malpani and Associates

Chartered Accountants

Firm Registration No. - 120438W

Shyam Malpani

Place : Mumbai, partner

Date : 26th November, 2013 Membership No. F - 34171


Sep 30, 2011

1. We have audited the attached Balance Sheet of Landmarc Leisure Corporation Ltd., as at 30th September 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company during the year under review.

4. Further to our comments in the Annexure referred to in Para 3 above, we report as follows:

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

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

(iii) The Balance Sheet, the Profit and Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable;

(v) On the basis of written representations received from the concerned directors and taken on record by the Board of Directors, we report that none of directors is disqualified as on 30th September, 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956 as on the said date;

(vi) (i) Refer Note No. 11.6 in Schedule - 18 regarding 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, having consequential impact on the Loans & Advances, provisions and Loss for the year to the extent stated above and (ii) Note No. II. 7 regarding 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 departure from the recommendations of Accounting Standard- 26 Intangible Assets, on account of the which, Current year's loss is understated and fixed assets are overstated to an extent of Rs. 379.84 Lacs.

(vii) Subject to what was stated in Para. 4 (vi) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes on Accounts in Schedule -18, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September 2011;

(b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

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

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) During the year, the management has conducted physical verification of inventories comprising of shares and consumables at regular intervals. The procedures of physical verification of inventories followed by the management, in our opinion, is commensurate in relation to the size of the Company and nature of its business. The Company has maintained proper records of inventory. As explained to us no material discrepancies have been noticed upon physical verification conducted by the management.

(iii) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company has granted interest free unsecured loans to 2 bodies corporate representing parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review. The maximum balance outstanding at any time during the year in respect of the said loans was Rs. 20.06 Lacs and the balance as at the end of the year was 7.0.5 Lacs.

In our opinion, other terms and conditions in respect of the above loans/ deposits were not prima-facie prejudicial to the interests of the Company. In our opinion the Company is taking reasonable steps for recovery of the above loans. The said advances / deposits are however without formal agreements.

(iv) In our opinion, there are internal control procedures for the provision of services and purchase of inventory by the Company. The same are adequate and commensurate with the size of the Company and the nature of its business. During our review, we have not come across any major weaknesses in the internal controls prevailing in the Company.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the Company has a formal internal audit system during the year under review, which is commensurate with the size of the Company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1 )(d) of the Companies Act, 1956.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees' State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As per the records of the Company, except for the disputed dues aggregating to Rs.58.27 relating to Income Tax, there are no disputed dues relating to Value Added Tax, Customs duty, Wealth tax, Excise duty. The details of the disputed Income Tax due pending before Income Tax are as follows:

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

2006-07 50.53 Income Tax Appellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

(x) As per the accounts verified by us, the Company's accumulated losses as at the end of the current financial year have not exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses during the current year amounting to Rs. 118.88 Lacs (Previous year-Rs. 6.55 Lacs).

(xi) The Company has not availed any loans from bank and hence the question of default in repayment of dues in respect of loans taken from banks does not arise.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund / nidhi/ mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares & securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No term loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company, we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) The Company has not made preferential allotment of equity shares during the year under review. However warrant issued to the holders are converted into equity shares as per the terms agreed during the year under review.

(xix) The Company has not issued any debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Malpani & Associates

Chartered Accountants Firm Registration No. - 120438 W

Shyam Malpani

Proprietor Membership No. F-34171 Place: Mumbai

Date : 31st January 2012


Sep 30, 2009

1. We have audited the attached Balance Sheet of Landmarc Leisure Corporation Ltd., as at 30th September 2009, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company during the year under review.

4. Further to our comments in the Annexure referred to in Para 3 above, we report as follows:

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

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable;

(v) On the basis of written representations received from the concerned directors and taken on record by the Board of Directors, we report that none of directors is disqualified as on 30th September, 2009 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956 as on the said date;

(vi) Refer Note No. 11.5 where the Company is expected to receive Rs. 500.00 Lacs on or before 31st March 2010, out of the interest-free advance of Rs. 2,000.00 Lacs given in the earlier years to Shree Ram Urban Infrastructure Limited (SRUIL). Based on a modified agreement entered into by the Company with SRUIL, the balance of the advance would now be treated as a Security Deposit of the Company. Impact on the assets of the Company and the revenue for the year as a consequence of the said advance is presently unascertai- nable. However, no provision towards the doubtful recovery of the same is considered necessary by the Company which treats the same as fully recoverable, considering the projected income accruals to the Company in future years.

(vii) Subject to what was stated in Para. 4 (vi) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other Notes to Accounts in Schedule-15. give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September 2009;

(b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

Annexure to the Auditors Report

(Referred to in paragraph 3 of our report of even date)

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

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) There was no inventory with the Company at any time during the year under review.

(iii) The Company has in the earlier years taken an interest-free unsecured loan from a body corporate being a party, covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum and closing balances at the end of the year in respect of the said loans were Rs. 175.00 Lacs.

In our opinion, other terms and conditions in respect of the above loans were not prima-facie prejudicial to the interests of the Company. Since the above loans are repayable on demand, there can not be any overdue principal or interest in respect of the same as at the close of the year. The same loans are, however, without formal agreements.

The Company has granted interest free unsecured loans to two bodies corporate representing parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review. The maximum balance outstanding at any time during the year in respect of the said loans was Rs. 18.55 Lacs and the balance as at the end of the year was Rs. 18.55 Lacs.

In our opinion, other terms and conditions in respect of the above loans /deposits were not prima-facie prejudicial to the interests of the Company. In our opinion the Company is taking reasonable steps for recovery of the above loans. The said advances / deposits are however without formal agreement.

(iv) In our opinion, there are internal control procedures for the provision of services by the Company. The same are adequate and commensurate with the size of the Company and the nature of its business. There has been no purchase of inventory or sale of goods by the Company during the year under review except in respect of shares traded. During our review, we have not come across any major weaknesses in the internal controls.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion, the Company has a formal internal audit system which is commensurate with the size of the company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1 )(d) of the Companies Act, 1956.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As explained to us and as per the records verified by us, there are no dues of Value Added Tax, Income tax, Customs Duty, Wealth tax, Excise Duty, Service Tax or Cess, which have been disputed and lying pending as at the close of the year with the Company.

(x) As per the accounts verified by us, the Companys accumulated losses as at the end of the current financial year have exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses in the current financial year amounting to Rs. 18.90 Lacs (Previous year - Not Applicable).

(xi) As per the records verified by us, the Company has not defaulted in repayment of dues in respect of loans taken from banks.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund / nidhi/ mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares & securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No Term Loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) The Company has not made any preferential allotment of equity shares during the year under review.

(xix) The Company has not issued any Debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Malpani & Associates

Chartered Accountants Shyam Malpani Proprietor Membership No. F-34171

Place : Mumbai Date : 22nd February, 2010