We have audited the financial statements of Landmarc Leisure Corporation Limited ("the
Company"), which comprise the Balance Sheet as at 31st March 2025, the Statement of Profit
and Loss (including other Comprehensive Income), the Statement of Changes in Equity) and
the Statement of Cash Flows for the year ended on that date, and notes to the Financial
Statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the Financial Statements").
In our opinion and to the best of our information and according to the explanations given to
us, except for the effect of the matters described in the Basis of Qualified Section of our
report, the aforesaid financial statements give the information required by the Companies
Act 2013 ("the Act") in the manner so required and give a true and fair view in conformity
with the India Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules 2015, as amended, ("Ind As") and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2025, the profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.
Basis for Our Qualified Opinion
(i) Refer Note No. 30 to the financial statement of the Company which states that the
Company has given Interest-free Loans to a party for amounting to Rs. 258.19 Lakhs
for which term sheet and other documents are not regularized thereby having
consequential impact on Profit of the Company and Loans to the above extent.
(ii) Refer Note No. 31a. of the financial statement of the Company regarding non¬
provision for doubtful debts advance/deposits given to a party amounting to Rs.
2,218.28 Lakhs, the said Company has gone into Resolution under Insolvency and
Bankruptcy Code (IBC), thereby overstating the profit of the Company to the above
extent.
(iii) Refer Note No. 31b. to the financial statement regarding non-provision for doubtful
Security deposit given by the Company and non-availability of confirmation, as the
said Company has gone into Liquidation and liquidator has been appointed
amounting to Rs. 1,500 Lakhs, thereby overstating the profit for the year to the said
extent.
(iv) Refer Note No. 32 to the financial statement which states that the Company has
during the year ended has not carried out Actuarial valuation as per the
recommendations of Ind AS 15 "Employee Benefits" issued by the Institute of
Chartered Accountants of India and instead provided for Gratuity on accrual basis as
per Management Estimates. The amount of shortfall in such provision is currently
unascertainable since the Actuarial Valuation was not carried out. However, the
management is of the opinion that the provision created in the books is sufficient
considering the number of employees.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described in
the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Act and
the Rules made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics issued by the ICAI. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. We have
not determined the following matter to be the Key audit matter to be communicated in our
Report.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexures to Board's Report, Business
Responsibility Report and Shareholder's Information, but does not include the financial
statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard expect that stated in Basis of Qualified Opinion and
Emphasis of Matter above.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of
the Act, with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance, total Comprehensive Income, changes
in equity and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statement
that give a true and fair view and are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting
process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements. As
a part of an audit in accordance with the SAs, we exercise professional judgment and
maintain professional skepticism throughout the Audit.
We also:
• Identify and assess the risk of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis of our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for expressing an opinion on whether the
Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated
with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore
the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued
by the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the "Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books except for the
matters stated in paragraph i (vi) below on reporting under Rule 11(g);
c) The Balance Sheet, the Statement of Profit and Loss including other
Comprehensive Income, Statement of Changes in Equity and the Statement of
Cash Flow dealt with by this Report are in agreement with the relevant books of
accounts.
d) Except for the effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid financial statements comply with
the Ind As specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
e) The qualification relating to the maintenance of accounts and other matters
connected therewith are as stated in the Basis for Qualified Opinion paragraph
above.
f) On the basis of the written representations received from the Directors as on
31stMarch, 2025 taken on record by the Board of Directors, none of the Directors is
disqualified as on 31st March, 2025 from being appointed as a director in terms of
Section 164 (2) of the Act.
g) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses a modified opinion
on the adequacy and operating effectiveness of the Company's internal financial
controls over financial reporting.
h) The qualification relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph (b) above on reporting under
Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g)
i) With respect to the other matters to be included in the Auditor's Report in
accordance with the requirements of Section 197(6) of the Act, as amended Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us we report
that:
i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements.
ii. The Company does not have long-term contracts including derivative
contracts requiring provision for material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.
iv. (a) Management has represented to us that, to the best of its knowledge
and belief, other than as disclosed in the notes to the accounts no funds
have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the
Company to or in any other persons or entities, including foreign
entities ("Intermediaries"), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;
(b) Management has represented to us that, to the best of it's knowledge and
belief, other than as disclosed in the notes to the accounts no funds have
been received by the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries
(c) Based on our audit procedure conducted that are considered reasonable
and appropriate in the circumstances, nothing has come to our attention
that cause us to believe that the representation given by the management
under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.
v. The Company has not declared or paid any dividend during the year and
has not proposed final dividend for the year.
vi. Based on our examination, which included test checks, and other generally
accepted audit procedures performed by us, we report that the company has
neither enabled edit log nor maintained audit trail which is required to be
maintained from 1st April 2023 as required vide notification of Ministry of
Company Affairs thereby leading to non-compliance and penalty which is
presently unascertainable.
Further as per the provision of Rule 3(1) of the Companies (Accounts) Rules,
2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as
per the statutory requirements of record retention is also applicable from 1st
April 2024, since the Company has neither enabled edit log nor maintained
audit trail, the preservation of audit trail is also not implemented.
For S K H D & Associates
Chartered Accountants
Firm Registration No. 105929 W
Hemanshu Solanki
Partner
Membership No. 132835
UDIN: 25132835BMMJUW5138
Mumbai, dated 29th May 2025
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