DIRECTORS' REPORT To The Members of Landmarc Leisure Corporation Limited Dear Shareholders, Your Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts of your Company for fifteen months for the year ended March 31st, 2016. Dividend In view of the accumulated losses, the Directors express their inability to recommend any Dividend on Equity Shares and on Preference Shares for the year ended 31st March, 2016. Operations The company has posted loss of Rs.290.82 Lacs for the financial year 2015-16. Directors As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. S. D. Sinha Director of the Company retires by rotation and being eligible offers himself for re-appointment. As per Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. R. N. Jha as Independent Directors for three consecutive years. As per Section 196,197,188and 203 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. K.R.Mahadevan to be appointed as a Whole- time Director of the Company w.e.f. 12th April, 2016 and his tenure expires on 11th April, 2019. During the year under review Sonia Kahlon was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 06th February, 2016. Declaration by Independent Directors The Independent directors have submitted their disclosure to the board that they will fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013 as well as Regulation 27of SEBI (LODR) Regulations 2015. The Board confirms that the said independent directors meet the criteria as laid down under the Companies Act, 2013 as well as the SEBI (LODR) Regulations 2015.The Board proposes the term of 3 years for the independent directors w.e.f. 12th April, 2016 and they shall not be liable to retire by rotation. Your directors proposed to appoint Mr. R. N. Jha as the Independent Directors of the Company to hold office for three consecutive years commencing from 12th April, 2016. Tax Provisions The Company has made adequate tax provisions under the provisions of Income Tax Act, 1961. Listing The Equity Shares of the Company continued to be listed and traded on the BSE Limited (BSE). The scrip code number of the Equity Shares of the Company on BSE is 532275. The Company has paid upto date listing fees to the stock exchanges. Dematerialization The Equity Shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Ltd., (NSDL) Central Depository Services (India) Ltd., (CDSL) and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders. The International Securities Identification Number (ISIN), allotted to the Company is INE394C01023. The Equity Shares of the Company are listed and traded on BSE The Equity Shares of the Company are being traded in compulsory dematerialized mode. Presently 99.94% of equity capital of the company is in dematerialized mode. Secretarial Auditor Pursuant to the provisions of section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Virendra Bhatt, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A". Annual Return The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in "Annexure B" and is a part of this Report. The same is as on 31st March, 2016. The Details In Respect of Adequacy of Internal Financial Controls With Reference To The Financial Statements The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically. Internal Control Systems Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company. Directors Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 2013: (a) that in the preparation of the Annual Accounts for the year ended March 31, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date; (c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (d) the annual accounts have been prepared on a going concern basis. Management Discussion and Analysis The Company has made its mark in producing Marathi and documentary films which have been well received by the general public. Its Second Marathi film is to be released very shortly. The company has also won awards for its documentary film. It also has plans to make feature films in Hindi and other regional languages. Corporate Governance The Companies Act, 2013 and the listing agreement with the Stock exchanges require compliances with specified Corporate Governance practices. These practices have been fully implemented and a certificate from the Practicing Company Secretary as well as a detailed report on Corporate Governance approved by the Board of Directors of the Company is set out in the annual report. The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System (corpfiling). Your Company has also been \enlisted <file:///enlisted> in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaint if any for speedy redressal. Particulars of Employees Your Directors acknowledge and appreciate the sincere efforts and effective services rendered by the committed employees and staff of the company. During the year under review, there was no employee covered under the provision of Section 217(2A) of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975. Annual Evaluation by the Board of Its Own Performance and That of Its Committees and Individual Directors As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013. Auditor's Qualification The company has given the deposit of Rs. 1500 Lacs to SRUIL as part of an agreement whereby the company will run a wellness centre in the upcoming project of SRUIL which will finally lead to favourable financial benefits for the company. Moreover, the value of the property has escalated which will be further beneficial to the company. The company feels that the satellite rights in respect of the feature films being intangible asset will bring revenue in future and will thus be able to meet the expenses incurred on its marketing. Conservation of Energy, Technology absorption, Foreign Exchange Earnings and outgo: In view of the nature of activities of the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. During the year the Company has earned an Income of ' Nil in Foreign Exchange and has incurred travelling expenditure of Nil in Foreign Exchange. Fixed Deposits During the year ended March 31, 2016 the Company has not accepted any deposits from the Public under Section 58A of the Companies Act, 2013. Statutory Auditors The Auditors, M/s. Shyam Malpani & Associates Chartered Accountants, Mumbai, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Ministry of Corporate Affairs has notified the provisions of Section 139 of the Companies Act, 2013 for appointment of Auditors, which is effective from April 1, 2014. Pursuant to Section 139(2) of the Companies Act, 2013 and the rules made thereunder, no listed company shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Further the aforesaid appointment is subject to ratification by the Members of the Company at every Annual General Meeting. Pursuant to Section 139(2) of the Companies Act, 2013, the Audit Committee and Board of Directors of Company have recommended their appointment for a period of five years i.e. from the conclusion of 25th Annual General Meeting, until conclusion of Fifth Annual General Meeting to be held after this meeting, subject to ratification at every Annual General Meeting. M/s. Malpani & Associates Chartered Accountants have confirmed that re-appointment, if made, will comply with the eligibility criteria in terms of Section 141(3) of the Companies Act, 2013. Information under the sexual harassment of women at workplace (Prevention, prohibition and Redressal), Act, 2013. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases as and when they arise. During the period under review, no cases were filed before the Committee. Whistle Blower Policy As per the provision of Section 177(9) of the Companies Act, 2013 the listed Company shall establish a vigil mechanism for directors and employees. The vigil mechanism shall also provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Such mechanism has been disclosed by the Company on its website. The purpose of the "Whistleblower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy. Related Party Transaction Policy Regulation 23 of the SEBI (LODR) Regulation 2015 entered into by the Company with the Stock Exchanges, requires every listed company to formulate a policy on materiality of related party transactions and also in dealing with related party transactions. The Board of Directors (the "Board") of Landmarc Leisure Corporation Limited (the "Company"), has adopted the following policy and procedures with regard to Related Party Transactions as defined below. The Audit Committee may from time to time review and recommend amendments to this policy to the Board. The Board may amend this policy from time to time. This policy is to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations applicable on the Company. Risk Management Policy The objectives of the Policy are to optimize business performance, protect it from damages, frauds and to promote confidence amongst our stakeholders in the effectiveness of our business management process and our ability to plan & meet our strategic objectives. Cautionary Statement Statement in this Management Discussion and Analysis deals with Company's objectives, projections, estimates, expectations and predictions. The expectations of the management are regarded as forward looking statements with meaning of applicable securities, laws and regulations. These 'forward looking statements' are inherently subject to risks and uncertainties, beyond the control of the Company or its management. Many factors could cause the actual results, performance and achievements of the Company to be materially different from any future results, performances or achievement that may be expressed or implied by such forward looking statements. Landmarc Leisure Corporation Limited shall not be liable for any loss which may arise as a result of any action taken on the basis of the information contained herein nor would be under any obligation to update the forward looking statements to reflect developments of events of circumstances hereafter. Acknowledgment We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL), M/s. Shyam Malpani & Associates Statutory Auditors, M/s. N. J. Panchal & Co. Internal Auditors, our Clients, Bankers and other Government Agencies for their continued support. By Order of the Board of Directors For Landmarc Leisure Corporation Limited Sd/- S. D. Sinha Chairman Date : 07th May, 2016 Place : Mumbai |