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Landmarc Leisure Corporation Ltd.

BSE: 532275 Sector: Media
NSE: N.A. ISIN Code: INE394C01023
BSE 00:00 | 08 Aug 1.20 -0.06
(-4.76%)
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1.26

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NSE 05:30 | 01 Jan Landmarc Leisure Corporation Ltd
OPEN 1.26
PREVIOUS CLOSE 1.26
VOLUME 28046
52-Week high 1.52
52-Week low 0.35
P/E
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.26
CLOSE 1.26
VOLUME 28046
52-Week high 1.52
52-Week low 0.35
P/E
Mkt Cap.(Rs cr) 96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Landmarc Leisure Corporation Ltd. (LANDMARCLEISUR) - Director Report

Company director report

To

The Members of Landmarc Leisure Corporation Limited

Dear Shareholders

Your Directors have pleasure in presenting their 30th AnnualReport together with the Audited Accounts of your Company for the financial year ended 31stMarch 2021.

KEY FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

PARTICULARS For the year ended 31.03.2021 (Audited ) For the year ended 31.03.2020 (Audited )
Total Income 3.02 124.54
Profit / Loss before Tax (74.51) (3.9)
Less: Provision for Taxation / Current Taxation (2.96) 0.00
Deferred Tax (Asset) / Liability
Profit After Tax (71.55) (3.9)
Other comprehensive Income 0.00 0.28
Earning per Equity shares:
Basic (0.01) (0.00)
Diluted (0.01) (0.00)

FINANCIAL SUMMERY

The Company earned a Total Income of Rs. 3.02 Lakhs during the FY2020-21 as compared to the Total Income of Rs. 124.54 Lakhs earned in the previous FY2019-20. The Company's profit after tax for the Financial Year ended March 31 2021 stoodat Rs. (71.55) Lakhs as against a profit after tax of Rs. (3.9) Lakhs in the previousyear.

DIVIDEND

The Board of Directors expressed their inability to recommend anydividend on equity shares for the year ended March 31 2021.

CHANGES IN THE NATURE OF BUSINESS

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

BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweatequity or Bonus shares during the year under review.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

The Company does not have any Subsidiaries Joint Ventures or AssociateCompanies.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

CHANGE OF THE REGISTERED OFFICE OF THE COMPANY

There is no change in the registered office of the company.

SHARE CAPITAL

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

TRANSFER TO RESERVE

During the year the Company has not transferred any amount toreserves.

PUBLIC DEPOSITS

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

BOARD MEETINGS

The Board met five times during the financial year 2020-21. The detailsof the Board meetings are given in the Corporate Governance Report which forms part ofthis Annual Report. The intervening gap between any two Meetings was within the periodprescribed under the Companies Act 2013.

COMMITTEES OF THE BOARD OF DIRECTORS

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

INDEPENDENT DIRECTOR'S MEETING

The Board of Directors of the Company meets once in every FinancialYear without the presence of Executive Directors and Management of the Company. The roleof the Directors is as per the provisions of Companies Act 2013 as well as the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

CORPORATE GOVERNANCE REPORT

A detailed report on Corporate Governance as approved by the Board ofDirectors of the Company along with the Auditor's Certificate as required under Regulation34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is set outin the Annual Report. The Company is regularly complying with Corporate Governancepractices and also uploading the information under Corporate Filing & DisseminationSystem. The Corporate Report is annexed to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial yearended 31st March 2020 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the loss of the Company for that period;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financialyear ended 31st March 2021 on a going concern basis;

e) the Directors have laid down internal financial controls to befollowed by the Company and

that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with the provisions ofSection 149 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulationswith an appropriate combination of Executive Director Non-Executive Directors andIndependent Directors. The complete list of Directors of the Company has been provided aspart of the Corporate Governance Report.

a) During the year under review Ms. Sanjoli Agarwal ceased to beCompany Secretary w.e.f July 8 2020

b) During the year under review Mr. Harshil Chheda was appointed asCompany Secretary w.e.f November 12 2020 and resigned w.e.f. May 22 2021

c) Subsequent to the year under review Mr. Deepak Nangalia ceased tobe CFO w.e.f June 30 2021

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted the declaration ofIndependence pursuant to the provisions of Section 149(7) of the Companies Act 2013 andRegulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 that they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

INTERNAL AUDITOR

M/s Rupal Motani & Associate is the Internal Auditor of the Companyfor the FY 2020-21. The Internal Auditor was appointed for a period of Five years from FY2019-20 to FY 2023-24.

STATUTORY AUDITORS

M/s. S K H D & Associates Chartered Accountants (Firm RegistrationNumber - 105929W) were reappointed as the Statutory Auditors of the Company to holdoffice for a further period of five consecutive years from the conclusion of 31ndAnnual General Meeting until the conclusion of 36th Annual General Meetingpursuant to Section 139 of the Companies Act 2013. Accordingly M/ s. S K H D &Associates Chartered Accountants continues to hold the office of Statutory Auditors forthe Financial Year 2025-26. The Statutory Auditors' Report to the Members for the yearunder review is qualified.

STATUTORY AUDITOR'S QUALIFICATION

The following were the qualified opinion stated by auditor in itsreport:

1. non-provision for doubtful Security deposit given by the Company andnon-availability of confirmation as the said Company has gone into Liquidation andliquidator has been appointed amounting to Rs. 1500 Lakhs having consequential impact onthe Loss for the year Deposits and Provisions to the said extent

2. non reorganization of interest income on security deposit given totwo parties as mutually agreed with both the body corporate amounting to Rs 73.76 Lakhsand Rs 295.91 Lakhs for the quarter and year ended respectively and total interest incomenot recognized since the time the said security deposit has been given by the Companyamounting to Rs 4528.76 Lakhs. Further the company has not provided till the date forrentals payable to the said Company amounting to Rs. 898.37 lakhs for the premises beingused in lieu of the un-received interest income rental expenses loss and Deposit to thesaid extent.

3. the Company has during the quarter and year ended has not carriedout Actuarial valuation as per the recommendations of Ind AS 15 "EmployeeBenefits" issued by the Institute of Chartered Accountants of India and insteadprovided for Gratuity on accrual basis as per Management Estimates. The amount ofshortfall in such provision is currently unascertainable since the Actuarial Valuation wasnot carried out. However the management is of the opinion that the provision created inthe books is sufficient considering the number of employees.

4. no provision has been made towards doubtful recovery considered byus of pro rata security deposit (interest free) amounting Rs 1218.28 Lakhs representingdeposit given against unutilized vacant space forming part of the total deposit given bythe Company in terms of the agreement having year-end balance of Rs 2218.28 Lakhs whichis higher than space occupied by the Company the management has also evaluated thedeposit for the space occupied by them which should be approximately 1000 Lakhs therebynon provision against the excess deposit is having consequential impact on the Loss forthe year which has been understated and Deposits which has been overstated to the extentof Rs. 1218.28 Lakhs.

5. The company has paid an amount of Rs. 83.84 Lakhs to vendors fromwhom the services have been availed and bills are pending to be received. The said billspertain to a film project which is under development however the impact of such on Capitalwork in progress and Advance to vendors in presently unascertainable in absence of bills.

MANAGEMENT RESPONSE ON QUALIFICATION

The Auditors' Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143

There are no frauds reported by the Statutory Auditors of the Companyunder Section 143 (12).

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Companies Act 2013and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board had appointed M/s. Tariq Budgujar & Co Practicing CompanySecretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for thefinancial year 2020-21. The Secretarial Audit Report is annexed to this Report. TheSecretarial Auditor's Report to the Members for the period under review is qualified.

SECRETARIAL AUDITOR'S QUALIFICATION

The following were the qualified opinion stated by auditor in itsreport:

1. SEBI had passed a Confirmatory Order dated June 05 2018 confirmingthe Interim Order whereby the directions issued by Bombay Stock Exchange (BSE) datedDecember 22 2017 to the Company for conducting Forensic Audit was to be considered.However the Company has filed an appeal to the Hon'ble Securities Appellate Tribunal(SAT) on July 26 2018 in this regard. In the hearings carried on October 112018 SAT hasrejected the request for stay on the forensic audit & directed to co-operate with theForensic Auditor appointed by BSE on 22.12.2017. The Company has provided some details tothe Forensic Auditor and further working on the requirements given by Forensic Auditor.The Company had a hearing before SAT on 08.02.2019 and the matter stands over to nexthearing dated 12.03.2019 in which the Company and SEBI are directed to bring out thelatest position relating to the ongoing forensic audit. Further in the hearing dated25.04.2019 an undertaking was given by BSE officials that the Forensic Audit Report willbe issued before 15.06.2019. However the said report was not received by the Company. TheCompany its current & then Directors along with CFO's have received a Notice fromSEBI regarding the details furnished by Forensic Auditor to SEBI on 17.02.2020 and a legalcounsel has been hired by the Company to respond on it. Response was filed by the LegalCounsel and a hearing was fixed for December 9 2020 with WTM of SEBI for the same.Officials of the Company had attended the hearing with the Legal Counsel on December 92020 and the matter is pending with SEBI. The Company had thereafter filed a Settlementapplication to SEBI on February 26 2021 however the same was returned by SEBI vide itsletter dated March 30 2021. The Company has re-submitted

Settlement Application giving justification to the reason for rejectingthe Settlement scheme with SEBI on April 6 2021 and is awaiting revert on the same.

2. The Listed Entity has not paid listing fees to the Recognized StockExchange.

MANAGEMENT RESPONSE ON QUALIFICATION

The secretarial Audit report for the current year is self-explanatorytherefore does not require any further explanation and listing fees has not paid due tofinancial crises faced by the company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees or made investmentbeyond the limits mentioned under the provisions of Section 186 of the Companies Act2013. Details of loans granted guarantees provided and investments made by the Companyare provided under Notes forming part of financial statements.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITUREON 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 Nil)
(ii) Foreign exchange outgo : NIL (Previous year Nil)

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during thefinancial year were in the ordinary and normal course of the business and at arm's lengthbasis.. There were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with interest of the Company at large. The Company hasformulated a Policy on Related Party Transaction and the same is available at theCompany's website - www.llcl.co.in. The details of the related party transactions as perIndian Accounting Standards (Ind AS)- 24 are set out under Notes to the FinancialStatements forming part of this report.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. Your Company's internal control systems are commensurate with the natureof its business size and complexity of its operations. These are routinely tested byStatutory as well as Internal Auditors. Significant audit observations and follow upactions 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 topromote responsible and secure whistle blowing and to provide a channel to theemployee(s) Directors and other stakeholders to report to the management concerns aboutunethical behavior actual or suspected fraud or violation of the code of conduct orpolicy/ies of the Company as adopted/framed from time to time. The details of said vigilmechanism are given in Corporate Governance Report which forms part of this AnnualReport. 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 activitiesin terms of Companies Act 2013. The requirement of mandatory implementation of CSRactivity is not applicable to your company due to inadequacy of profits in past threefinancial years.

NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of theCompanies Act 2013 the Nomination and Remuneration Policy inter-alia providing the termsfor appointment and payment of remuneration to Directors and Key Managerial Personnel isannexed to this Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employeesas required under Section 197 of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedherein under which is annexed to this Report. None of the employees of the Company werein receipt of monthly or yearly remuneration in excess of the limits specified under theCompanies Act 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company has made its mark in producing Marathi and documentaryfilms which have been appreciated by the general public. It has produced a Marathi filmand is planning it to be released very shortly. The company has also won awards in severalcategories at national and international level for its Marathi feature films. It also hasplans to make feature films and web series in Hindi and other regional languages. Themanagement discussion and analysis report is annexed to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls withreference to financial statements. During the year under review such controls were testedand no reportable material weaknesses were observed.

WTD/ CFO CERTIFICATE:

The Whole Time Director and Chief Financial Officer of the Companygives Annual Certification on financial reporting and Internal Controls to the Board interms of SEBI (Listing Obligations and Disclosure requirements) Regulations 2015. TheWhole Time Director and Chief Financial Officer also gives quarterly certification onfinancial results before the Board in terms of Regulation 33(2) of the SEBI (ListingObligations and Disclosure requirements) Regulations 2015 as annexed

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hascarried out an annual evaluation of its own performance the directors' individually aswell as the evaluation of the working of its Committees. The performance of the Board wasevaluated by the Board after seeking inputs from all the directors on the basis of thecriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc. The performance of the committees was evaluated by theboard after seeking inputs from the committee members on the basis of the criteria such asthe composition of committees effectiveness of committee meetings etc. The Board and theNomination and Remuneration Committee ("NRC") reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings based on their knowledge level ofpreparation and effective participation in Meetings understanding of their roles asdirectors etc. A separate meeting of the Independent Directors was also held during theyear for the evaluation of the performance of non-independent Directors performance ofthe Board as a whole and that of the Chairman. The same was discussed in the board meetingthat followed the meeting of the Independent Directors at which the performance of theBoard its committees and individual directors was also discussed.The Directors expressedtheir satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programme for familiarisation of Independent Directorswith the Company industry in which it operates their roles rights responsibilities ismade available on the website of the Company - www.llcl.co.in

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUSAS AT THE END OF THE FINANCIAL YEAR.

There is no proceedings pending under the insolvency and bankruptcycode 2016 during the year

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There is no one time settlement done with bank or any financialinstitution.

IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING THE DIRECTORS REPORTSHALL EXPLAIN THE REASON THEREOF;

The company's script is suspended due to non-payment of annual listingfees.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Nothing is due and transferable

COVID-19 AND ITS IMPACT

During the year under review the covid-19 pandemic developed rapidlyglobally thereby forcing the government to enforce complete lock-down since March 24 2020of almost all economic activities except essential services which are allowed to operatewith limited staff strength during the lock down period your company continued itsoperations by strictly adhering to the minimal staff strength requirement and maintainingsocial distance and other precautions as per government directions. The pandemic hasdrastically effected the operations and the financials of the company.

REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent directors of the company are yet to be registered withIndependent director databank.

GENERAL

1. The Company has not issued any equity shares with differentialrights as to dividend voting or otherwise.

2. The Whole Time Director has not received any commission from theCompany.

3. During the year under review there were no reported instances ofcases filed pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.The Company has in place a policy for prevention prohibition andredressal of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure which isdisplayed on the website of the Company - www.llcl.co.in.

4. The Company has complied with the Secretarial Standards issued byThe Institute of

ACKNOWLEDGEMENTS

Your Directors would like to convey their appreciation to all theemployees for their efforts and contribution during the year. Your Directors would like tothank and place on record their appreciation for the continued support and co-operationprovided to your Company by its Shareholders customers suppliers regulatoryauthorities Auditors and its bankers.

By Order of the Board of Directors
For Landmarc Leisure Corporation Limited
S. D. Sinha
Date: August 14 2021 Chairman
Place: Mumbai DIN: 00040488

.