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Landmarc Leisure Corporation Ltd.

BSE: 532275 Sector: Media
NSE: N.A. ISIN Code: INE394C01023
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VOLUME 20943
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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 29th Annual Report togetherwith the Audited Accounts of your Company for the financial year ended 31stMarch 2020.

KEY FINANCIAL HIGHLIGHTS

PARTICULARS For the year ended 31.03.2020 For the year ended 31.03.2019
(Audited ) (Audited )
Total Income 124.54 214.39
Profit before Depreciation & Tax (PBDT) (5.69) (229.62)
Less : Depreciation 1.79 1.37
Profit / Loss before Tax (3.9) (228.25)
Less: Provision for Taxation /Current Taxation 0.00 0.00
Deferred Tax (Asset) / Liability 0.00 (0.27)
Profit After Tax (3.9) (227.98)
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 (5404.08) (5176.10)
Profit / Loss carried to Balance Sheet (5407.98) (5404.08)

BUSINESS OPERATIONS

During the financial year 2019-20 “Landmarc Films” (A division of LandmarcLeisure Corporation Limited) has completed production of 1 Marathi movies ‘MediumSpicy' and is planning to release the film soon and it also has plans to make featurefilms_BOE_XFC_TFSJFT in Hindi and other regional languages. During the year Company'stotal revenue stood at Rs. 124.54 Lakhs as compared to previous year figures Rs. 214.39Lakhs. The net loss for the year stood at Rs. 3.9 Lakhs as compared to previous year's netloss of Rs. 227.98 Lakhs. Your Directors are hopeful for better performance in the comingyears.

DIVIDEND

Your Company is working on new projects therefore it is necessary to conserve thefunds to meet overall working capital requirements. Hence no dividend has beenrecommended for the year ended 31st March 2020.

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” AvadheshParisar Shree Ram Mills Premises G.K. Marg Worli Mumbai – 400018. The Board ofDirectors approved the change of Registered Office within the local limits to 303 RaajChamber 115 R. K. Paramhans Marg

(Old Nagardas Road) Near Andheri Station Subway Andheri East Mumbai – 400069Maharashtra India with effect from 14th September 2017. The shifting of theRegistered Office as aforesaid is in the best interests of the company its shareholdersand 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

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

BOARD MEETINGS

The Board met five times during the financial year 2019-20. The details of theBoard meetings are given in the Corporate Governance Report which forms part of thisAnnual 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 of referencecomposition and meetings held during the year are included in the Corporate GovernanceReport which forms part of this Annual Report. All the recommendations made by the AuditCommittee were accepted by the Board.

EXTRACT OF ANNUAL RETURN

An extract of the annual return pursuant to Section 92(3) of the Companies Act 2013read with the Companies (Management and Administration) Rules 2014 in Form MGT-9 isannexed 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 theCompany along with the Auditor's Certificate as required under Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is set out in theAnnual Report. The Company is regularly complying with Corporate Governance practices andalso 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 respectto Directors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2020 and ofthe loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts for the financial year ended 31stMarch 2020 on a going concern basis;

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

(f) the Directors have devised proper systems to ensure compliance with theprovisions 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 of Section 149 of theCompanies Act 2013 and Regulation 17 of the SEBI Listing Regulations with an appropriatecombination of Executive Director Non-Executive Directors and Independent Directors. Thecomplete list of Directors of the Company has been provided as part of the CorporateGovernance Report.

During the year under review Mr. Ramesh Sidana ceased to act as an IndependentDirector w.e.f 12th November 2019 due to personal reasons.

At the 28th Annual General Meeting (AGM) held 30th September 2019the shareholders of the company approved the following:

1. Re-appointment of Mr. K.R. Mahadevan (DIN: 07485859) as the Whole Time Director ofthe Company for a period of three years from 12th April 2019 to 11thApril 2022 whose office shall be liable to retire by rotation.

2. Re-appointment of Mr. Rudra Narain Jha (DIN: 00033291) as Independent Non- executiveDirector for a period of five years with effect from 12th April 2019 to 11thApril 2024 whose office shall not be liable to retire by rotation

The Board of Directors appointed Mr. Jaljeet Kiran Ajani (Din: 07977686) as anAdditional Independent Director w.e.f 4th September 2019 on the Board ofCompany to hold the office up to the date of ensuing Annual General Meeting. The Companyhas received necessary declarations from Mr. Jaljeet Kiran Ajani under Section 149 (7) ofthe Act that he meets the criteria of independence laid down in the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations”). Mr. Jaljeet Kiran Ajani is not related to any Director on the Board ofthe Company. A brief profile and other details as required under the Act SecretarialStandard -2 and Listing Regulations of Director proposed to be appointed is annexed tothe notice convening the 29th Annual General Meeting.

Section 152 of the Act provides that unless the Articles of Association provide forretirement of all directors at every AGM not less than two-third of the total number ofdirectors of a public company (excluding the Independent Directors) shall be persons whoseperiod of office is liable to determination by retirement of directors by rotation ofwhich one-third are liable to retire by rotation. Accordingly Mr. Swetamber Dhari Sinhawill retire by rotation at the ensuing AGM and being eligible offers himself forre-appointment.

During the year Ms. Sonal Agarwal resigned from the post of Company Secretary &Compliance Officer w.e.f. 4th September 2019. The Board appreciates theservices rendered by her in her capacity. The Board of Directors (based on recommendationof Nomination and Remuneration Committee) has appointed Ms. Sanjoli Agarwal as CompanySecretary & Compliance Officer w.e.f. 4th September 2019.

As at March 31 2020 the Company had following Key Managerial Personnel:

1. Mr. K R Mahadevan – Whole Time Director

2. Mr. Deepak R. Nangalia – Chief Financial Officer

3. Ms. Sanjoli Agarwal – Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted the declaration of Independence pursuantto the provisions of Section 149(7) of the Companies Act 2013 and Regulation 25(8) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meetthe criteria of independence as provided under Section 149(6) of the Companies Act 2013and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

STATUTORY 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 aperiod of five consecutive years from the conclusion of 26th Annual GeneralMeeting until the conclusion of 31st Annual General Meeting pursuant to Section139 of the Companies Act 2013. Accordingly M/s. S K H D & Associates CharteredAccountants continues to hold the office of Statutory Auditors for the Financial Year2020-21. The Statutory Auditors' Report to the Members for the year under review isqualified.

AUDITOR'S QUALIFICATION

The following were the qualified opinion stated by auditor in its report:

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 ofinterest income on security deposit given to two parties as mutually agreed with both thebody corporate amounting to Rs 73.76 Lakhs and Rs 295.91 Lakhs for the quarter and yearended respectively and total interest income not recognized since the time the saidsecurity deposit has been given by the Company amounting to Rs 4233.25 Lakhs havingconsequential impact on the Loss and Deposit to the said extent. 3. the Company has duringthe quarter and year ended has not carried out Actuarial valuation as per therecommendations of Ind AS 15 “Employee Benefits” issued by the Institute ofChartered Accountants of India and instead provided for Gratuity on accrual basis as perManagement Estimates. The amount of shortfall in such provision is currentlyunascertainable since the Actuarial Valuation was not carried out. However the managementis of the opinion that the provision created in the books is sufficient considering thenumber 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.

MANAGEMENT RESPONSE ON QUALIFICATION

The Management's Response to the qualifications as in Auditor's Report is already givenin Note No.s. 33 32 & 31 which are self-explanatory.

SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s. Tariq Budgujar & Co. Company Secretaries as Secretarial Auditorsto conduct Secretarial Audit of the Company for the financial year 2019-20. TheSecretarial Audit Report in Form MR-3 is annexed to this Report as "AnnexureB". The Secretarial Auditor's Report to the Members for the period underreview is qualified.

AUDITOR'S QUALIFICATION

The following were the qualified opinion stated by auditor in its report:

1. SEBI had passed a Confirmatory Order dated June 05 2018 confirming the InterimOrder whereby the directions issued by Bombay Stock Exchange (BSE) dated December 22 2017to the Company for conducting Forensic Audit was to be considered. However the Companyhas filed an appeal to the Hon'ble Securities Appellate Tribunal (SAT) on July 26 2018 inthis regard. In the hearings carried on October 11 2018 SAT has rejected the request forstay on the forensic audit & directed to co-operate with the Forensic Auditorappointed by BSE on 22.12.2017. The Company has provided some details to the ForensicAuditor and further working on the requirements given by Forensic Auditor. The Company hada hearing before SAT on 08.02.2019 and the matter stands over to next hearing dated12.03.2019 in which the Company and SEBI are directed to bring out the latest positionrelating to the ongoing forensic audit. Further in the hearing dated 25.04.2019 anundertaking was given by BSE officials that the Forensic Audit Report will be issuedbefore 15.06.2019. However the said report was not received by the Company. The Companyits current & then Directors along with CFO's have received a Notice from SEBIregarding 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.

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

MANAGEMENT RESPONSE ON QUALIFICATION

The Management's Response to the qualifications as in Auditor's Report is already givenin Note No.s. 31 & 32 which are self-explanatory and listing fees and not paid due tofinancial crunches faced by the company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees or made investment beyond the limitsmentioned under the provisions of Section 186 of the Companies Act 2013. Details of loansgranted guarantees provided and investments made by the Company are provided in the NoteNo. 5 under Notes forming part of financial statements.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT & 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 3.63 Lakhs)

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were inthe ordinary and normal course of the business and at arm's length basis.. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with interest of the Company at large. The Company has formulated aPolicy 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 Standards (IndAS)- 24 are set out in Note No. 38 under Notes to the Financial Statements forming part ofthis report.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s)Directors and other stakeholders to report to the management concerns about unethicalbehavior actual or suspected fraud or violation of the code of conduct or policy/ies ofthe Company as adopted/framed from time to time. The details of said vigil mechanism aregiven in Corporate Governance Report which forms part of this Annual Report. The WhistleBlower 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 ofthe Government and has also noted the requirements of CSR activities in terms of CompaniesAct 2013. The requirement of mandatory implementation of CSR activity is not applicableto 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 2013the Nomination and Remuneration Policy inter-alia providing the terms for appointment andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisReport as

 

"Annexure C".

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder 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 "AnnexureD" which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remunerationin excess of the limits specified under the Companies Act 2013 and Rule 5(2) & Rule5(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 havebeen appreciated by the general public. It has produced a Marathi film and is planning itto be released very shortly. The company has also won awards in several categories atnational and international level for its Marathi feature films. It also has plans to makefeature films BOE_XFC_TFSJFT_in Hindi and other regional languages.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses were observed.

WTD/ CFO CERTIFICATE:

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

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance the directors' individually as well as theevaluation of the working of its Committees. The performance of the Board was evaluated bythe Board after seeking inputs from all the directors on the basis of the criteria such asthe Board composition and structure effectiveness of board processes information andfunctioning etc. The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition 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. The details of programme forfamiliarisation of Independent Directors with the Company industry in which it operatestheir roles rights responsibilities is made available on the website of the Company -www.llcl.co.in

DEPOSITORY SYSTEM:

The Company's Equity Shares are compulsorily tradable in electronic form. As on March31 2020 out of the Company's total equity paid-up share capital comprising of 800000000Equity Shares only 509300 Equity Shares were in physical form and the remaining capitalis in dematerialized form. As per SEBI Notification No. SEBI/ LAD-NRO/GN/2018/24 datedJune 8 2018 and further amendment vide Notification No. SEBI/LADNRO/ GN/2018/49 datedNovember 30 2018 requests for effecting transfer of securities (except in case oftransmission or transposition of securities) cannot be processed from April 1 2019 unlessthe securities are held in the dematerialized form with the depositories. ThereforeMembers are requested to take necessary action to dematerialize their holdings.

GENERAL

1) The Company has not issued any equity shares with differential rights as todividend 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 theyear - "SEBI passed a Confirmatory Order dated June 05 2018 confirming thedirections issued vide Interim Order dated October 06 2017 in the matter of‘suspected shell company'. The same was challenged before Hon'ble SAT. Pursuant tothe several hearings forensic audit was conducted by the Forensic Auditor appointed byBSE on December 22 2017. The Company had a hearing before SAT on 08.02.2019 and thematter stands over to next hearing dated 12.03.2019 in which the Company and SEBI aredirected to bring out the latest position relating to the ongoing forensic audit. Furtherin the hearing dated 25.04.2019 an undertaking was given by BSE officials that theForensic Audit Report will be issued before 15.06.2019. However the said report was notreceived by the Company. The Company its current & then Directors along with CFO'shave received a Notice from SEBI regarding the details furnished by Forensic Auditor toSEBI on 17.02.2020 and a legal counsel has been hired by the Company to respond on it. TheCompany is putting its continuous efforts to waive off the allegations in the bestinterests of the Company."

4) During the year under review there were no reported instances of cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) 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.

5) The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India.

ACKNOWLEDGEMENTS

Your Directors would like to convey their appreciation to all the employees for theirefforts and

contribution during the year. Your Directors would like to thank and place on recordtheir appreciation for the continued support and co-operation provided to your Company byits Shareholders customers suppliers regulatory authorities Auditors and its bankers.

By Order of the Board of Directors

For Landmarc Leisure Corporation Limited

S. D. Sinha

Chairman

DIN: 00040488

Date: 12th November 2020

Place: Mumbai

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As on the Financial Year ended March 31 2020

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

I. REGISTRATION & OTHER DETAILS:

i) CIN L65990MH1991PLC060535
ii) Registration Date 27/02/1991
iii) Name of the Company Landmarc Leisure Corporation Limited
iv) Category/Sub-category of the Company Public Company Limited by Shares
Indian Non-Government Company
v) Address of the Registered office & contact details 303 Raaj Chamber 115 R. K. Paramhans Marg (Old Nagardas Road) Near Andheri Station
Tel: 022-61669190/91/92 Fax: 022-61669193
Email ID: grievances@llcl.co.in
vi) Whether listed company Yes
vii) Name Address & contact details of the Registrar & Bigshare Services Private limited
Transfer Agent if any. 1st Floor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road
Marol Andheri East Mumbai 400059 Maharashtra.
Tel: 022 62638200 Fax : 022 62638299
Email ID: info@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)

Sr. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Broadcasting and Showing of Original Films Sound Recording Radio and Television Program 591 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate shares held Applicable Section
NA NA NA NA NA

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

No. of Shares held at the beginning of the year [As on 31-March-2019]

No. of Shares held at the end of the year [As on 31-March-2020]

% Change during the year
Category of Shareholders Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters
(1) Indian
a) Individual/ HUF 27599966

0

27599966

3.45

27599966

0

27599966

3.45

0.00
b) Central Govt 0

0

0

0.00

0

0

0

0.00

0.00
c) State Govt(s) 0

0

0

0.00

0

0

0

0.00

0.00
d) Bodies Corp. 572312612

0

572312612

71.54

572312612

572312612

71.54

0.00
e) Banks / FI 0

0

0

0.00

0

0

0

0.00

0.00
f) Any other 0

0

0

0.00

0

0

0

0.00

0.00
Sub Total (A) (1) 599912578

0

599912578

74.99

599912578

0

599912578

74.99

0.00
(2) Foreign

-

a) NRI Individuals 0

0

0

0.00

0

0

0

0.00

0.00
b) Other Individuals 0

0

0

0.00

0

0

0

0.00

0.00
c) Bodies Corp. 0

0

0

0.00

0

0

0

0.00

0.00
d) Any other 0

0

0

0.00

0

0

0

0.00

0.00
Sub Total (A) (2) 0

0

0

0.00

0

0

0

0.00

0.00
TOTAL (A) (1+2) 599912578

0

599912578

74.99

599912578

0

599912578

74.99

0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds

0

0

0

0.00

0

0

0

0.00 0.00
b) Banks / FI

1000

0

1000

0.00

2395

0

2395

0.00 0.00
c) Central Govt

0

0

0

0.00

0

0

0

0.00 0.00
d) State Govt(s)

0

0

0

0.00

0

0

0

0.00 0.00
e) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00 0.00
f) Insurance Companies

0

0

0

0.00

0

0

0

0.00 0.00
g) FIIs

0

0

0

0.00

0

0

0

0.00 0.00
h) Foreign Venture Capital

0

0

0

0.00

0

0

0

0.00 0.00
Funds

0

0

0

0.00

0

0

0

0.00 0.00
i) Others (specify)

0

0

0

0.00

0

0

0

0.00 0.00
Sub-total (B)(1):-

1000

0

1000

0.00

2395

0

2395

0.00 0.00
2. Non-Institutions
a) Bodies Corp.
i) Indian

128600705

137000

128737705

16.09

133741729

137000

133878729

16.73 0.64
ii) Overseas

0

0

0

0.00

0

0

0

0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

41708715

372300

42081015

5.26

41648100

372300

42020400

5.25 (0.01)
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

23778446

0

23778446

2.97

18636996

0

18636996

2.33 (0.64)
c) NBFCs registered with RBI

2400

0

2400

0

2373

0

2373

0.00 (0.00)
d) Others (HUF)

2031873

0

2031873

0.25

2020602

0

2020602

0.25 (0.00)
Non Resident Indians

3409858

0

3409858

0.43

3414648

0

3414648

0.43 0.00
Overseas Corporate Bodies

0

0

0

0.00

0

0

0

0.00 0.00
Foreign Nationals

0

0

0

0.00

0

0

0

0.00 0.00
Clearing Members

34343

0

34343

0.00

100597

0

100597

0.01 0.01
Trusts

10000

0

10000

0.00

10000

0

10000

0.00 0.00
Directors Relative

782

0

782

0.00

682

0

682

0.00 (0.00)
Sub-total (B)(2):-

199577122

509300

200086422

25.01

199575727

509300

200085027

25.01 (0.00)
Total Public (B)

199578122

509300

200087422

25.01

199578122

509300

200087422

25.01 (0.00)
C. Shares held by
Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00 0.00
Grand Total (A+B+C)

799490700

509300

800000000

100

799490700

509300

800000000

100 (0.00)

(ii) Shareholding of Promoter

Shareholding as on beginning of the year (As on 31.03.2019)

Shareholding at the end of the year (As on 31.03.2020)

SN No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 ANURADHA V. KASLIWAL 21599966 2.70 0.00 21599966 2.70 0.00 0.00
2 VIKAS S KASLIWAL 6000000 0.75 0.00 6000000 0.75 0.00 0.00
3 VIDHI HOLDINGS PVT LTD 299320466 37.42 0.00 299320466 37.42 0.00 0.00
4 YASHASWINI INVESTMENTS COMPANY PRIVATE LIMITED 94451400 11.81 0.00 94451400 11.81 0.00 0.00
5 AKHILESH INVESTFIN PRIVATE LIMITED 96488263 12.06 0.00 96488263 12.06 0.00 0.00
6 HANUMESH INVESTMENTS PRIVATE LIMITED 82052483 10.26 0.00 82052483 10.26 0.00 0.00
Total 599912578 74.99 0.00 599912578 74.99 0.00 0.00

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning of the year Cumulative Shareholding during the year
Sr. No. Shareholder's Names No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Rotunda Capital & Finance (India) Pvt Ltd
At the beginning of the year 113799034 14.22 113799034 14.22
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 0 0 0 0
At the end of the year 113799034 14.22 113799034 14.22
2 Vidyut Investments Limited
At the beginning of the year 5848985 0.73 5848985 0.73
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 0 0 0 0
At the end of the year 5848985 0.73 5848985 0.73
3 Saranga Aggarwal
At the beginning of the year 4845000 0.61 4845000 0.61
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 0 0 0 0
At the end of the year 4845000 0.61 4845000 0.61
4 Aryaman Capital Markets Limited
At the beginning of the year 4656000 0.58 4656000 0.58
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 294 (Sale of Shares on 24.05.2019) 0.58 4655706 0.58
95000 (Purchase of Shares on 06.09.2019) 0.59 4750706 0.59
12461 (Purchase of Shares on 01.11.2019) 0.6 4763167 0.6
47478 (Purchase of Shares on 08.11.2019) 0.6 4810645 0.6
22144 (Purchase of Shares on 15.11.2019) 0.6 4832789 0.6
5640 (Purchase of Shares on 22.11.2019) 0.60 4838429 0.60
4061 (Purchase of Shares on 29.11.2019) 0.61 4842490 0.61
11772 (Purchase of Shares on 06.12.2019) 0.61 4854262 0.61
37824 (Purchase of Shares on 13.12.2019) 0.61 4892086 0.61
95503 (Purchase of Shares on 20.12.2019) 0.62 4987589 0.62
13330 (Purchase of Shares on 27.12.2019) 0.63 5000919 0.63
5000 (Purchase of Shares on 31.12.2019) 0.63 5005919 0.63
18337 (Purchase of Shares on 03.01.2020) 0.63 5024256 0.63
5499 (Purchase of Shares on 10.01.2020) 0.63 5029755 0.63
8321 (Purchase of Shares on 17.01.2020) 0.63 5038076 0.63
5000 (Purchase of Shares on 24.01.2020) 0.63 5043076 0.63
At the end of the year 5043076 0.63 5043076 0.63
5 Meloni Shripal Shah
At the beginning of the year 4364670 0.55 4364670 0.55
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 5431 (Sale of Shares on 24.05.2019) 0.54 4359239 0.54
5360 (Sale of Shares on 31.05.2019) 0.54 4353879 0.54
16879 (Sale of Shares on 26.07.2019) 0.54 4337000 0.54
47950 (Sale of Shares on 02.08.2019) 0.54 4289050 0.54
10851 (Purchase of Shares on 06.09.2019) 0.54 4299901 0.54
2901 (Sale of Shares on 13.09.2019) 0.54 4297000 0.54
4297000 (Sale of Shares on 20.03.2020) 0.00 0 0.00
At the end of the year 0 0 0 0.00
6 Overskud Multi Asset Management Private Limited
At the beginning of the year 2803235 0.35 2803235 0.35
Date wise Increase / Decrease in Share holding 1125000 (Purchase of Shares on 13.03.2020) 0.49 3928235 0.49
during the year specifying the reasons for increase / decrease At the end of the year 4297000 (Purchase of Shares on 20.03.2020) 1.03 8225235 1.03
8225235 1.03 8225235 1.03
7 K S Udhayashankar
At the beginning of the year 1894000 0.24 1894000 0.24
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 0 0 0 0
At the end of the year 1894000 0.24 1894000 0.24
8 Roopa Shrenik Shah
At the beginning of the year 1125000 0.14 1125000 0.14
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 1125000 (Sale of Shares on 28.02.2020) 0 0 0
At the end of the year 0 0 0 0
9 Ashwin Mohanlal Desai
At the beginning of the year 1050000 0.13 1050000 0.13
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 0 0 0 0
At the end of the year 1050000 0.13 1050000 0.13
10 Nimish Talsania
At the beginning of the year 1010101 0.13 1010101 0.13
5000 (Sale of Shares on 20.12.2019) 0.13 1005101 0.13
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease 5101 (Sale of Shares on 27.12.2019) 0.13 1000000 0.13
At the end of the year 1000000 0.13

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year (As on 01.04.2019)

Cumulative Shareholding during the year

Sr. No. Shareholding of each Directors and each Key Managerial Personnel No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Rudra Narain Jha
At the beginning of the year 1000 0.00 1000 0.00
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease No change
At the end of the year 1000 0.00 1000 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0 30739640 0 30739640
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 30739640 0 30739640
Change in Indebtedness during the financial year
* Addition 0 50218206 0 50218206
* Interest 0 0 0 0
* Reduction 0 28058640 0 28058640
* Interest 0 0 0 0
Net Change 0 22159566 0 22159566
Indebtedness at the end of the financial year
i) Principal Amount 0 52899206 0 52899206
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 52899206 0 52899206

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name Designation Name of MD/ WTD/ Manager Mr. K.R. Mahadevan Whole Time Director
Gross salary
1 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 625000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 94000
2 Stock Option 0
3 Sweat Equity 0
Commission
4 - as % of profit 0
- others specify
5 Others please specify 0
Total (A) 719000
Ceiling as per the Act The remuneration paid to Whole Time Directors are within the ceiling prescribed under Companies Act 2013

B. Remuneration to other Directors

Independent Directors
Name of Directors Fee for attending Board/committee Meeting Commission Others Total Amount
Mr. R.N. Jha 0 0 0 0
Mr. Ramesh Sidana* 0 0 0 0
Mr. Jaljeet Kiran Ajani* 0 0 0 0
Total (1) 0 0 0 0
Other Non-Executive Directors
2 Mr. S.D. Sinha 0 0 0 0
Ms. Vidhi Kasliwal 0 0 0 0
Total (2) 0 0 0 0
Total (B)=(1+2) 0 0 0 0
Total Managerial Remuneration (A+B) 0 0 0 719000

*Mr. Jaljeet Kiran Ajani was appointed as on Independent Director w.e.f 4th September2019 and Mr. Ramesh Sidana resigned as an Independent Director w.e.f 12th November 2019

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Particulars of Remuneration

Name of Key Managerial Personnel

Total Amount
Name Designation Sonal Agrawal* Sanjoli Agrawal* Company Secretary Deepak Nangalia C.F.O. (Rs.)
Gross salary
1 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 328000 480000 808000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0 0
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 0 0 0
2 Stock Option 0 0 0
3 Sweat Equity 0 0 0
Commission 0 0 0
4 - as % of profit 0 0 0
- others specify 0 0 0
5 Others please specify 0 0 0
Total 328000 480000 808000

*Ms. Sonal Agarwal resigned as a Company Secretary w.e.f 4th September 2019 and Ms.Sanjoli Agarwal was appointed as a Company Secretary w.e.f 4th September 2019.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

By Order of the Board of Director

For Landmarc Leisure Corporation Limite

.D. Sinha

hairman

DIN: 00040488

Date: 12th Novemver 2020

Place: Mumbai