Directors Report of Landmarc Leisure Corporation Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting their 27th Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March, 2018.

KEY FINANCIAL HIGHLIGHTS (Rs. In Lakhs)

PARTICULARS	For the year ended 31.03.2018 (Audited )	For the year ended 31.03.2017 (Audited )
Total Income	451.68	112.22
Profit before Depreciation & Tax (PBDT)	46.78	(363.73)
Less : Depreciation	33.56	93.28
Profit / Loss before Tax	13.22	(457.01)
Less: Provision for Taxation /Current Taxation	2.60	0.00
Deferred Tax (Asset) / Liability	0.00	0.00
Profit After Tax	10.62	(457.01)
Prior Period Adjustment	0.00	0.00
Income Tax for earlier year''s	0.00	0.00
Dividend and TDS Written Back	0.00	0.00
Profit / Loss brought forward: From previous year	(5,186.72)	(4,729.71)
Profit / Loss carried to Balance Sheet	(5,176.10)	(5,186.72)

BUSINESS OPERATIONS

During the financial year 2017-18, “Landmarc Films” (A division of Landmarc Leisure Corporation Limited) has released Marathi movies ‘Ringan'' and ‘Gachchi'' on 30th June, 2017 and 22nd December, 2017 respectively. During the year, Company''s total revenue stood at Rs. 451.68 Lakhs as compared to previous year figures Rs. 112.22 Lakhs. The net profit for the year stood at Rs. 10.62 Lakhs as compared to previous year''s net loss of Rs. 457.01 Lakhs. Your Directors are hopeful for better performance in the coming years.

DIVIDEND

Your Company is working on new projects, therefore it is necessary to conserve the funds to meet overall working capital requirements. Hence, no dividend has been recommended for the year ended 31st March 2018.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

CHANGE OF THE REGISTERED OFFICE OF THE COMPANY

The Registered Office of the Company was earlier situated at “Avadh” Avadhesh Parisar, Shree Ram Mills Premises, G.K. Marg, Worli, Mumbai - 400018. The Board of Directors approved the change of Registered Office within the local limits to 303, Raaj Chamber, 115 R. K. Paramhans Marg (Old Nagardas Road), Near Andheri Station Subway, Andheri East, Mumbai - 400069, Maharashtra, India with effect from 14th September, 2017.

The shifting of the Registered Office as aforesaid is in the best interests of the company, its shareholders and all concerned.

SHARE CAPITAL

There was no change in share capital of the Company during the year under review.

TRANSFER TO RESERVE

During the year, the Company has not transferred any amount to reserves.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

BOARD MEETINGS

The Board met six times during the financial year 2017-18. The details of the Board meetings are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD OF DIRECTORS

Details of Committees of Board of Directors along with their terms of reference, composition and meetings held during the year, are included in the Corporate Governance Report, which forms part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

EXTRACT OF ANNUAL RETURN

An extract of the annual return pursuant to Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed herewith as “Annexure A" forming part of this report.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance as approved by the Board of Directors of the Company along with the Auditor''s Certificate as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in the Annual Report. The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit/ loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2018 on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the members approved the appointment of Mr. Anand Padmanabha Palaye (DIN: 07639932) as Independent Director of the Company for a period of five consecutive years w.e.f. 14.11.2016 in the annual general meeting held on 26.09.2017.

Mr. Anand Palaye, Independent Director ceased to be a Director pursuant to his resigning from the directorship of the Company w.e.f. 17.07.2018. The Board has placed on record its appreciation for the valuable contributions made by him during his association as a Director of the Company. Mr. Ramesh Kumar Sidana (DIN : 08179947) who was appointed as an Additional Director by the Board w.e.f. 26.07.2018, is proposed to be appointed as Independent Director for a term of 5 years, in the ensuing Annual General Meeting.

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Swetamber Dhari Sinha (DIN: 00040488), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Notice convening forthcoming Annual General Meeting includes the proposal for appointment /re-appointment of aforesaid Directors. A brief resume of the Directors seeking appointment/ reappointment at the forthcoming Annual General Meeting and other details as required to be disclosed in . terms of Regulation 36(3) of the SEBI Listing Regulations, forms part of the said Notice. j

None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. None of the Directors are related inter-se to each other.

During the year, Mr. Kamlesh Sondigala resigned from the post of Company Secretary & Compliance Officer w.e.f. 2nd November, 2017. The Board appreciates the services rendered by him in his capacity. The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) has appointed Ms. Sonal Agrawal as Company Secretary & Compliance Officer of the Company w.e.f. 2nd November, 2017.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received individual declaration from all the Independent Director(s) of the Company stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS

M/s. S K H D & Associates, Chartered Accountants (Firm Registration Number - 105929W), were appointed as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of 26th Annual General Meeting until the conclusion of 31st Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. The said appointment of the Statutory Auditors was required to be ratified at every Annual General Meeting. However, pursuant to the amendment in the proviso to Section 139 which has been made effective on May 07, 2018, the requirement of ratification of appointment of Statutory Auditors at every Annual General Meeting has been omitted. In view of such omission of proviso, agenda item relating to ratification of Statutory Auditors is not included in the Notice of ensuing Annual General Meeting. Pursuant to the same, M/s. S K H D & Associates, Chartered Accountants continues to hold the office of Statutory Auditors for the Financial Year 2018-19.

SECRETARIAL AUDITOR

The Company has terminated the services of Mr. Virendra Bhatt, Practising Company Secretary as Secretarial Auditor of the Company and No Objection Certificate to this effect has been obtained from him. In terms of the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Lawgic Shastra Business Solutions LLP (LLPIN: AAJ-0202), (Ankitha Iyer, Partner & Practicing Company Secretary) to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report in Form MR-3 is annexed to this Report as “Annexure B".

AUDITOR’S QUALIFICATION

The company has given the deposit of Rs 1,500 Lakhs to SRUIL as part of an agreement for establishment and running of wellness centre. As the said Company has gone into Liquidation and provisional liquidator has been appointed. So, there is no provision for doubtful security deposit given by the Company.

The company feels that post adjustments with the said company, interest income would be recognised on receipt basis. Hence, the Company has not recognised interest income on the security deposit given.

MANAGEMENT RESPONSE ON QUALIFICATION

The Management''s Response to the qualifications as in Auditor''s Report is already given in Note No.s. 32 & 31 which are self explanatory.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. Details of loans granted, guarantees provided and investments made by the Company are provided in the Note No. 5 under Notes forming part of Financial statements.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Consumption of Energy : Not Applicable

b) Technology Absorption, Research & Development (R&D)

(i) Technology imported and absorbed : NIL (Previous year Nil)

(ii) Expenditure on R&D : NIL (Previous year Nil)

c) Foreign exchange earnings and outgo

(i) Foreign exchange earnings : NIL (Previous year 2.78 Lakhs)

(ii) Foreign exchange outgo : Rs.5.98 Lakhs (Previous year 1.68 Lakhs)

RELATED PARTY TRANSACTIONS

During the year under review, there were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with interest of the Company at large. The Company has formulated a Policy on Related Party Transaction and the same is available at the Company''s website - www.llcl.co.in.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note No.38 under Notes to the Financial Statements forming part of this report.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company''s internal control systems are commensurate with the nature of its business, size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon, if any, are reported to the Audit Committee.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s), Directors and other stakeholders to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The details of said vigil mechanism are given in Corporate Governance Report, which forms part of this Annual Report. The Whistle Blower Policy has been uploaded on the Company''s website i.e. www.llcl.co.in.

CORPORATE SOCIAL RESPONSIBILITY

The Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013. The requirement of mandatory implementation of CSR activity is not applicable to your company due to inadequacy of profits in past three financial years.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as “Annexure C".

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under “Annexure D", which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company has made its mark in producing Marathi and documentary films which have been appreciated by the general public. It released two Marathi movies during the year and another Marathi film is to be released very shortly. The company has also won awards in several categories at national and international level for its Marathi feature films. It also has plans to make feature films in Hindi and other regional languages.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses were observed.

WTD/ CFO CERTIFICATE:

The Whole Time Director and the Chief Financial Officer of the Company gives Annual Certification on financial reporting and Internal Controls to the Board in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. The Whole Time Director and the Chief Financial Officer also gives quarterly certification on financial results before the Board in terms of Regulation 33(2) of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (As annexed in Annexure-1).

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the directors'' individually as well as the evaluation of the working of its Committees. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors, etc. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. The Directors expressed their satisfaction with the evaluation process.

The details of programme for familiarisation of Independent Directors with the Company, industry in which it operates, their roles, rights, responsibilities is made available on the website of the Company -www.llcl.co.in

GENERAL

1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Whole Time Director has not received any commission from the Company.

3) Significant/material orders passed by the regulators/courts/tribunals during the year-"During the year under review, BSE vide its notice dated August 07, 2017 alleged your company to be suspected shell company. The Company challenged the notice before Hon''ble Securities Appellate Tribunal (SAT). In turn, SEBI passed an Interim Order dated October 06, 2017 and a Confirmatory Order dated June 05, 2018. The same has also been challenged before Hon''ble SAT. With a positive outlook, the Company is looking forward and putting its continuous efforts to waive off all the allegations in the best interests of the Company."

4) During the year under review, there were no reported instances of cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

Your Directors would like to convey their appreciation to all the employees for their efforts and contribution during the year. Your Directors would like to thank and place on record their appreciation for the continued support and co-operation provided to your Company by its Shareholders, customers, suppliers, regulatory authorities, Auditors and its bankers.

By Order of the Board of Directors

For Landmarc Leisure Corporation Limited

Sd/-

Date : 26^th July, 2018 S. D. Sinha

Place : Mumbai Chairman

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Dec 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Accounts of your Company for fifteen months for the year ended 31 st December, 2014.

PARTICULARS For the For the year ended year ended 31.12.2014 30.09.2013 (Audited) (Audited)

Total Income 161.23 269.87

Profit before Depreciation & Tax (PBDT) (570.11) (292.05)

Less: Depreciation 170.58 166.35

Profit / Loss before Tax (740.69) (458.40)

Less: Provision for Taxation / Current 00.00 00.00 Taxation

Deferred Tax (Asset) / Liability (13.75) (21.51)

Profit After Tax (754.43) (436.90)

Prior Period Adjustment 00,00 00,00

Income Tax for earlier year''s 00.00 00.00

Dividend and TPS Written Back 00.00 00,00

Profit / Loss brought forward : From previous year (3671.06) (3234.17)

Profit / Loss carried to Balance Sheet (4438.89) (3671.06)

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 31 st December, 2014.

Operations

The company has posted loss ofRs. 754.43 for the financial year 2013-14.

Directors

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Vidhi Kasliwal Director of the Company retire by rotation and being eligible offers herself for re-appointment. As per Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri S. P. Banerjee and Shri Samsher Garud as Independent Directors for five consecutive years.

ShriS. D. Sinha was appointed as a Whole-time Director of the Company on 17th June, 2002 and his tenure expires on 16th June, 2014. The Directors are seeking re-appointment of Shri S. D. Sinha as a Whole- time Director w.e.f. 17th June, 2014 for a further period of three years.

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 Clause 49 of the listing agreement. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 as well as the Clause 49 of the Listing Agreement

The Board proposes the term of 5 years for the independent directors w.e.f 14th February, 2015 and they shall not be liable to retire by rotation.

Your directors proposes to appoint Shri. S.P. Banerjee and Shri Samsher Garud as the Independent Directors of the Company to hold office for five consecutive years commencing from 14th february, 2015. Tax Provisions

The Companyhas made adequate tax provisions under the provisions of Income TaxAct, 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.

Dematerialization

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

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 AnnualAccounts for the year ended December 31,2014 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 December 31,2014 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 had expanded its wellness center business by taking up various center operations across the country in different hotels. However, generating adequate revenue was a challenge and the company has since modified its approach to this segment. The company has expanded its film business by entering regional films segment. It has started with a Marathi production "Sanngto Aika'' which was well received. In times to come, it will come out with more films in different 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 complaintifanyforspeedyredressal.

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. Auditor''s Qualification

The company has given the deposit of 7 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 a 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 7 Nil in Foreign Exchange and has incurred travelling expenditure of 71.23 lacs in Foreign Exchange.

Fixed Deposits

During the year ended 31st December, 2014 the Company has not accepted any deposits from the Public underSection 58Aof 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 Ministiy 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 24th Annual General Meeting, until conclusion of sixth 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)oftheCompaniesAct,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 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.

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 For Landmarc Leisure Corporation Limited

Sd/- Date: 14th February, 2015 S R Banerjee Place: Mumbai Chairman

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Sep 30, 2013

Dear Members,

The directors have pleasure in presenting their Twenty Third Annual Report and Audited Statements of Accounts for the year ended 30th September, 2013.

FINANCIAL RESULTS Rs. in lacs

For the year For the year PARTICULARS ended ended PARIICULARS 30.09.2013 30.09.2012

(Audited ) (Audited )

Total Income 269.87 215.45

Profit before Depreciation & Tax (PBDT) (292.05) (246.54)

Less : Depreciation 166.35 102.63 Profit / Loss before Tax (458.40) (349.18) Less : Provision for Taxation /

Current Taxation 00.00 00.00

Deferred Tax (21.51) 4.57

Profit After Tax (436.90) (353.74)

Prior Period Adjustment 00.00 00.00

Income Tax for earlier year''s 00.00 (10.77)

Dividend and TDS Written Back 00.00 00.00

Profit / Loss brought forward:

From previous year (3234.17) (2869.66)

Profit / Loss carried to Balance Sheet (3671.06) (3234.17)

DIVIDEND

In view of the accumulated losses, the Directors express their inability to recommend any Dividend on Equity Shares and on Preference Shares.

REVIEW OF OPERATIONS

The Company has posted a Loss of Rs. 436.90 lacs for the current year.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the year.

DIRECTORS

Mr. S. P. Banerjee and Mr. Samsher R. Garud retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers themselves for reappointment at the said Annual General Meeting.

PERSONNEL

There is no employee drawing remuneration covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, in respect of conservation of energy and technology absorption are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. The Directors had 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 at the end of the financial year and of the loss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company has been able to tie up with twelve hotels in five cities in our country and operating the Spas under our brand "Svastii". The Company has also entered into franchisee agreement with some parties under the "Svastii" brand. The management is keeping a close watch on these business modules and feel that with the maintenance of high standard of services our brand "Svastii" will grow and be successful.

The film division of the Company has made a documentary named "Block By Block" which was released on 11th April 2013 on DD National and also on other channels. This was highly appreciated by the viewers.

REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included as an attachment to this Report.

DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company are disqualified for being appointed as Directors as stipulated under Section 274 (1) (g) of the Companies Act, 1956, amended by the Companies (Amendment) Act, 2000.

AUDITORS

The auditors M/s Shyam Malpani & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Members are requested to appoint them as auditors and authorize the Board to fix their remuneration.

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 a favourable financial benefits for the company. Moreover, the value of 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.

CAUTIONARY STATMENT

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.

ACKNOWLEDGEMENTS

The Directors thank the Company''s customers, contractors, vendors, bankers, Government and other authorities and the Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contribution made by all the employees for their dedicated services to the Company.

By Order of the Board

For LANDMARC LEISURE CORPORATION LIMITED

Place: Mumbai. CHAIRMAN

Date: 26th November, 2013

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Sep 30, 2011

Dear Members,

The directors have pleasure in presenting their Twenty First Annual Report and Audited Statements of Accounts for the year ended 30th September, 2011.

FINANCIAL RESULTS

(Rs. in lacs)

PARTICULARS For the year For the year ended ended 30.09.2011 30.09.2010 (Audited) (Audited)

Total Income 525.17 102.05

Profit before Depreciation & Tax (104.83) (9.95)

Less: Depreciation 67.53 7.14

Profit/Loss before Tax (172.35) (17.09)

Less: Provision for Taxation

Current Taxation 00.00 00.00

Deferred Tax 16.46 00.63

Profit After Tax (188.81) (17.72)

Prior Period Adjustment (00.00) (00.44)

Income Tax for earlier years 00.00 00.00

Dividend and TDS Written Back 00.00 00.00

Profit/ Loss brought forward :

From previous year (2680.85) (2662.69)

Profit/ Loss carried to Balance Sheet (2869.66) (2680.85)

DIVIDEND

In view of the accumulated losses, the Directors express their inability to recommend any Dividend on Equity Shares and on Preference Shares.

REVIEW OF OPERATIONS

The Company has posted a Loss of Rs 188.81 lacs for the current year.

MANAGEMENT DISCUSSION ANDANALYSIS

As per the figures released the estimated market for "wellness" services has been growing at the annual rate of 20 percent. The company has realized the potential of the wellness industry in India and the need for trained manpower to support the industry.

In keeping with the trend the company has been taking necessary steps for commencing full operations of its state of the art training centre known as Svastii Wellness Academy at Andheri, Mumbai. The academy is being manned by highly trained and experienced personal and will also offer courses that are recognized by international examination board such as CIBTAC/ITEC. The company's first spa Svastii is already operational at Powai.

DIRECTORS

Mr. Siddhartha Gangwal retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers himself for reappointment at the said Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the year.

AUDITORS

The auditors M/s Malpani & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. Members are requested to appoint them as auditors and authorize the Board to fix their remuneration.

PERSONNEL

There is no employee drawing remuneration covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm ttiat:-

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. The Directors had 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 at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included as an attachment to this Report.

DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company are disqualified for being appointed as Directors as stipulated under Section 274 (1) (g) of the Companies Act, 1956, amended by the Companies (Amendment)Act, 2000.

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 a favorable financial benefits for 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.

ACKNOWLEDGEMENTS

The Directors thank the Company's customers, contractors, vendors, bankers, Government and other authorities and the Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contribution made by all the employees for their dedicated services to the Company.

By Order of the Board For LANDMARC LEISURE CORPORATION LIMITED

CHAIRMAN

Date : 31st January 2012

Place: Mumbai

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Sep 30, 2010

The directors have pleasure in presenting their Twentieth Annual Report and Audited Statements of Accounts for the year ended 30th September, 2010.

FINANCIAL RESULTS

(Rs. in lacs)

For the year For the year PARTICULARS ended ended 30.09.2010 30.09.2009 (Audited) (Audited)

Total Income 181.97 66.27

Profit before Depreciation & Tax (PBDT) (15.17) (18.89)

Less : Depreciation 7.14 1.25

Profit / Loss before Tax (17.09) (20.14)

Less : Provision for Taxation/

Current Taxation 00.00 0.00

Deferred Tax 00.63 0.56

Fringe Benefit Tax 00.00 0.21

Profit after Tax (17.72) (20.91)

Prior Period Adjustment (00.44) 0.00

Income Tax for earlier years 00.00 0.00

Dividend and TDS Written Back 00.00 0.00

Profit / Loss brought forward :

From previous year (2662.69) (2641.77)

Profit/Loss carried to Balance Sheet (2680.85) (2662.69)

DIVIDEND

In view of the accumulated losses, the Directors express their inability to recommend any Dividend on Equity Shares and on Preference Shares.

REVIEW OF OPERATIONS

The Company has posted a Loss of Rs. 17.72 lacs for the current year.

MANAGEMENT DISCUSSION AND ANALYSIS

The company has entered into the wellness business by opening its first Spa and Wellness Centre at Powai, Mumbai under the brand name of "Svastii".

The company is carrying forward its plans to integrate the wellness business by shortly opening a Wellness Academy in which a very high standard of training will be imparted to fill up the demands for qualified manpower in the wellness sector. The Academy will have the accreditations of the recognised foreign bodies.

DIRECTORS

Mr. Samsher Garud retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers himself for reappointment at the said Annual General Meeting.

Mr. Rajat A. Barjatiya resigned from the Board w.e.f. 15th January 2010. Your directors would like to record their appreciation for the services rendered by him during his tenure.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the year.

AUDITORS

The auditors M/s Malpani & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. Members are requested to appoint them as auditors and authorize the Board to fix their remuneration.

PERSONNEL

There is no employee drawing remuneration covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. The Directors had 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 at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis .

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, in respect of conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

EARNING : Nil (Previous Year Nil)

Travelling : 4.33 Lacs ( Previous Year Nil)

REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included as an attachment to this Report.

DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company are disqualified for being appointed as Directors as stipulated under Section 274 (1) (g) of the Companies Act, 1956, amended by the Companies (Amendment) Act, 2000.

AUDITORS QUALIFICATION

The company has already received Rs. 5 crores (out of Rs. 20 crores which was earlier reflected) from Shree Ram Urban Infrastructure Ltd. The present amount of Rs.15 crores given as security deposit is part of the ongoing agreement whereby the company will derive benefits on completion of the development being undertaken by Shree Ram Urban Infrastructure Ltd. The deal will be finally leading to favourable financial implications for the company.

ACKNOWLEDGEMENTS

The Directors thank the Companys customers, contractors, vendors, bankers, Government and other authorities and the Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contribution made by all the employees for their dedicated services to the Company.



By Order of the Board For LANDMARC LEISURE CORPORATION LIMITED

CHAIRMAN

Date : 8th February, 2011 Place: Mumbai

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Sep 30, 2009

The directors have pleasure in presenting their Nineteenth Annual Report and Audited Statements of Accounts for the year ended 30th September, 2009.

FINANCIAL RESULTS

(Rs.in lacs)

For the year For the year PARTICULARS ended ended 30.09.2009 30.09.2008 (Audited) (Audited)

Total Income 66.27 81.56

Profit before Depreciation & Tax (PBDT) (18.89) 35.09

Less : Depreciation 1.25 1.44

Profit / Loss before Tax (20.14) 33.65

Less : Provision for Taxation/ Current Taxation 0.00 4.60

Deferred Tax 0.56 (0.39)

Fringe Benefit Tax 0.21 0.42

Profit after Tax (20.91) 29.02

Prior Period Adjustment 0.00 0.00

Income Tax for earlier years 0.00 0.00

Dividend and TDS Written Back 0.00 0.00

Profit / Loss brought forward :

From previous year (2641.77) (2670.79)

Profit/Loss carried to Balance Sheet (2662.69) (2641.77)

DIVIDEND

In view of the accumulated losses, the Directors express their inability to recommend any Dividend on Equity Shares and on Preference Shares.

REVIEW OF OPERATIONS

The Company has posted a Loss of Rs. 20.91 lacs for the current year.

MANAGEMENT DISCUSSION AND ANALYSIS

The company is working on how to capitalize on various opportunities in the wellness and leisure sectors.

DIRECTORS

Ms. Vidhi V. Kasliwal retires by rotation from the Board in the forthcoming Annual General Meeting and being eligible offers herself for reappointment at the said Annual General Meeting.

Mr. O. P. Chawla resigned from the Board w.e.f. 13th February 2009. Your directors would like to record their appreciation for the services rendered during his tenure.

The Board has appointed three new Directors : Mrs. Paulomi Dhawan as Managing Director, Mr. Siddhartha Gangwal and Mr. Samsher Garud as Directors.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public during the year.

AUDITORS

The auditors M/s Malpani & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. Members are requested to appoint them as auditors and authorize the Board to fix their remuneration.

PERSONNEL

There is no employee drawing remuneration covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:-

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. The Directors had 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 at the end of the financial year and of the loss of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars required under Section 217 (1) (e) of the Companies Act, 1956, in respect of conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO

EARNING : Nil (Previous Year Nil)

Travelling : Nil (Previous Year 2.12 lacs)

REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance has been included as an attachment to this Report.

DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company are disqualified for being appointed as Directors as stipulated under Section 274 (1) (g) of the Companies Act, 1956, amended by the Companies (Amendment) Act, 2000.

AUDITORS QUALIFICATION

The security deposit of Rs. 1500 lacs to Shree Ram Urban Infrastructure Ltd. (SRUIL) is towards a business opportunity being pursued by the Company is prestigious building being constructed by SRUIL in the area of wellness. The Company is confident of running a profitable wellness center at the site which will be beneficial to it.

ACKNOWLEDGEMENTS

The Directors thank the Companys customers, contractors, vendors, bankers, Government and other authorities and the Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contribution made by all the employees for their dedicated services to the Company.

By Order of the Board For LANDMARC LEISURE CORPORATION LIMITED

CHAIRMAN

Date: 22nd February, 2010 Place: Mumbai