Your Director's have pleasure in presenting Annual Report together with the Audited
Accounts of theCompany for the year ended 31st March, 2025
1. FINANCIAL RESULTS
Your Company financial performance during the year 2024-25 is summarized below:
(Rs. In Lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
Revenue from Operations
|
115.47
|
49.55
|
|
Other Income
|
8.85
|
2.69
|
|
Total Revenue
|
124.32
|
52.24
|
|
Less: Depreciation Expenses
|
(0.74)
|
(0.81)
|
|
Less: Expenses
|
(98.11)
|
(125.72)
|
|
Profit/(Loss) Before Extraordinary Items
|
25.47
|
(74.29)
|
|
and Tax
|
|
|
|
Less: Extraordinary Items
|
-
|
-
|
|
Profit/(Loss) Before Tax
|
25.47
|
(74.29)
|
|
Less: Taxation
|
-
|
(0.47)
|
|
Profit/(Loss) After Tax
|
25.47
|
(74.76)
|
|
EPS (in Rs.)
|
0.003
|
(0.009)
|
2. FINANCIAL SUMMARY
The Company's Net Profit for the Financial Year ended March 31, 2025 stood at Rs.
25,47,000 as against a Net loss of Rs. 74,29,000 in the previous year.
3. CHANGE IN NAME OF THE COMPANY
There was no change in the name of the company during the year under review.
4. CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company.
5. TRANSFER TO RESERVES
Profit during the year has been transferred to Reserves.
6. CHANGES IN SHARE CAPITAL
During the financial year under review, there was no change in the share capital of
the company.
However, subsequent to the end of the Financial year, the company through its postal
ballot dated June 20, 2025, issued and allotted 18,00,00,000 (Eighteen Crores) Equity
Shares having a face value of Re. 1/- (Rupee One Only) at an issue price of Rs. 1.11/-
(One Rupee and Eleven Paise only) per Equity Share, by way of preferential allotment
to the proposed allottees, aggregating to Rs. 19,98,00,000/- (Rupees Nineteen Crores
Ninety Eight Lakh Only).
Application filed to BSE however it is pending before BSE for approval.
7. DIVIDEND
The Board of Directors expressed their inability to recommend any dividend on equity
shares forthe year ended March 31, 2025.
8. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from public nor during
the previous financial year.
9. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or
Bonus sharesduring the year under review.
10. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
11. STATUTORY AUDITORS
M/s. S K H D &Associates, Chartered Accountants were appointed as Statutory
Auditor of the Company hold office for a period of five years from the conclusion of
30th Annual General Meeting until the conclusion of 35th Annual General Meeting.
The Board noted the continuation of M/s. S K H D & Associates, Chartered
Accountants as Statutory Auditors of the Company till FY 2025-2026.
12. INTERNAL AUDITOR
The Board of Directors on the recommendation of Audit Committee in their meeting
on Tuesday, May 28, 2024 have appointed M/s Kunal B. Shah & Associates as Internal
Auditor for a period of 3 years from Financial Year 2024-2025 to Financial Year 2026¬
2027.
13. STATUTORY AUDIT REPORT
The Auditor's Report on the financial statement for the current year is self¬
explanatory, therefore does not require any further explanation. The Company has
already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
14. COST AUDITOR REPORT AND COST RECORD
Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143 OF THE COMPANIES ACT, 2013
There are no frauds reported by the Statutory Auditors of the Company under Section 143
(12) of the Companies Act, 2013.
16. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. NVB & Associates, Practicing Company Secretary, is the Secretarial Auditor of the
Company for the FY 2024-25. Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and Regulation 24A of the Listing Regulations the Board of Directors in their meeting
held on May 28, 2024 have re-appointed M/s. NVB & Associates, Practicing Company
Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the
Financial Years 2024-25.
M/s. NVB & Associates, Practising Company Secretaries ceased to be the Secretarial
Auditors of the Company w.e.f. August 29, 2025 due to pre-occupation.
Further, appointment of M/s. DSM and Associates, Company Secretaries (UCN:
P2015MH038100) as Secretarial Auditors of the Company The SEBI has amended the
Listing Regulations with effect from December 12, 2024 by way of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and provides
that every Listed Entity and its Material Unlisted Subsidiary incorporated in India shall
undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewed
Company Secretary and shall be recommended by the Board for the approval of the
Shareholders. The appointment of an individual as Secretarial Auditor shall not be more
than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor
for not more than two terms of five consecutive years each with the approval of the
Shareholders in the Annual General Meeting.
In line with the above SEBI amendment, the Board, subject to the approval of the
members, proposes to appoint M/s. DSM and Associates, Company Secretaries as
Secretarial Auditors of the Company for a period of five consecutive financial years i.e.,
from FY 2025-26 to FY 2029-30 on such terms of remuneration, including
reimbursement of out-of-pocket expenses, as may be mutually agreed between the
Board of Directors of the Company and the Secretarial Auditor.
In connection with the proposed appointment, M/s. DSM and Associates, Company
Secretaries have confirmed their eligibility and independence to conduct the Secretarial
Audit of Landmarc Leisure Corporation Limited.
Necessary resolution seeking the approval of the Members for the said appointment
forms part of the Notice of the 34th Annual General Meeting.
The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual
Report and attached herewith as Annexure- 6.
The Secretarial Audit report for the current year is self-explanatory, therefore does not
require any further explanation.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the composition of directors
and KMP.
Subsequent to the end of the financial year under review, the company through its
(01/2025-26) postal ballot dated June 20, 2025, re-appointed Mr. Mahadevan
Ramanathan Kavassery (DIN: 07485859) as a Whole-Time Director and Chief Financial
Officer (CFO) for a period of three years effective from April 12, 2025 to April 11,
2028.
Also, after the closure of Financial Year, following changes were made in the
composition of directors:_
1. Mr. Jaljeet Kiran Ajani (DIN: 07977686) resigned from the post of Non- Executive
Independent Director with effect from August 07, 2025 vide his resignation letter
dated August 07, 2025.
2. Ms. Vidhi Kasliwal (DIN: 00332144), Non-Executive-Non-Independent Director of
the Company who was liable to retire by rotation has been re-appointed in the
board meeting held on August 29, 2025, subject to the approval of the members
of the Company.
Mr. Rudra Narain Jha (DIN: 00033291), Non-Executive Independent Director is associated
with two companies undergoing Corporate Insolvency Resolution Process (CIRP) namely:-
1. Shree Ram Urban Infrastructure Limited
2. Raghuveer Urban Construction Company Private Limited
18. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD
During the year under review, six meetings of the Board of Directors were held details
of which are given in the Corporate Governance Report which is annexed as Annexure
- 4 to this Report.
Further, during the year under review the Committees of Board of Directors were duly
constituted and their meetings were conducted in accordance with the Act and the
Listing Regulations, details of which are given in the Corporate Governance Report
which is annexed as Annexure - 4 to this Report.
19. ANNUAL RETURN
The Annual Return along with Notice of AGM is uploaded on the website of the
Company. Theweb link for the same is as under: https://llcl.co.in/
20. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
As on March 31, 2025, the Company does not have any subsidiary, associate or joint
venture.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as Annexure 2.
22. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and
Employees to report genuine concerns. The Vigil Mechanism provides for (a)
adequate safeguards against victimization of persons who use the Vigil Mechanism;
and (b) direct access to the Chairperson of the Audit Committee of the Board of
Directors of the Company in appropriate or exceptionalcases.
The web link for the policy is as under: https://llcl.co.in/
23. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing
Regulations, is annexed as Annexure- 5 of this Report.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company
as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
25. RELATED PARTY TRANSACTIONS
There were contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The
related party transactions as per IND AS 24 are given in the notes to the financial
accounts and forms part of the Annual Report in AOC-2 as Annexure - 1. The policy
on Related Party Transactions is part of the website of the Company. The web link for
the policy on related party transaction is as under:
https://llcl.co.in/
26. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the
Company, its management and operations and provides an overall industry
perspective as well as issues being faced by the industry. Details of the Familiarization
program for Independent Directors form part of the website of the Company. The web
link of Familiarization program is as under: https://llcl.co.in/
28. INDEPENDENT DIRECTOR'S MEETING
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
29. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirement) Regulations, 2015, the Independent Directors of the
Company have given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
30. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions
specified in SEBI(LODR) Regulations, 2015, and are independent of the management of
the Company.
31. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee, including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non -Independent Directors was carried out by
the Independent Directors. The Directors expressed their satisfaction with the
evaluation process.
32. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:
As on March 31, 2025 - 8,25,40,000 (Eight Crores, Twenty-Five Lakhs and Forty Thousand)
equity shares of the Company i.e. 100% of the total equity shares were held in
dematerialized form. The International Securities Identification Number ('ISIN') allotted to
the Company's shares under the Depository System is INE394C01023.
During the year under review, the company's preference shares were unlisted.
However, subsequent to the end of financial year, the company received its ISIN:
INE394C04019 — for 2,54,00,000 Unsecured Cumulative Non-Participative Redeemable
Non-Convertible Preference Shares, as per CDSL's letter dated June 16, 2025.
The Company has entered into agreements with both the Depositories i.e., National
Securities Depository Limited and Central Depository Services (India) Limited.
Shareholders can open their accounts with any of the Depository Participant registered
with the above-mentioned depositories.
The Equity Shares of the Company are infrequently traded at BSE. The detailed
information is covered in the Corporate Governance Report forming part of this Annual
Report.
33. CORPORATE GOVERNANCE
The company has complied with the provisions of Regulation 17 to 27 of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to the extent possible. A separate section on Corporate
Governance forms part of the Directors' Report as stipulated in Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
included in the Annual Report as Annexure - 4.
34. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS: The Board
hereby states that the Company has complied with all the applicable secretarial
standards to the extent possible
35. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE
UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of loans, guarantees and investments made by Company pursuant to
Section 186 of the Companies Act, 2013 are given in the notes to the financial
accounts forming part of the Annual Report. The loans and advances made by the
Company, during the financial year under review, are within the limits prescribed in
the section 186 of the Companies Act, 2013
36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR
There have been following material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year of the
Company to which the financialstatements relate and the date of the report:-
The company through its postal ballot dated June 20, 2025, issued and allotted
18,00,00,000 (Eighteen Crores) Equity Shares having a face value of Re. 1/- (Rupee One
Only) at an issue price of Rs. 1.11/- (One Rupee and Eleven Paise only) per Equity Share, by
way of preferential allotment to the proposed allottees, aggregating to Rs. 19,98,00,000/-
(Rupees Nineteen Crores Ninety Eight Lakh Only).
As per MCA Circular, Current year AGM is being held through Video Conferencing.
Necessary procedure is given in the AGM Notice. Members are requested to update
their Email ID either by writing to the Company or through the Register or Transfer
Agents.
37. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
SEBI vide order dated January 20, 2023 has imposed penalty on company and its
director. The same has been paid.
3 THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR -
As on March 31, 2025, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF
There is no one time settlement done with bank or any financial institution.
40. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT
SHALL EXPLAIN THE REASON THEREOF;
The trading of the company has been suspended due to non- payment of ALF dues.
41. NOMINATION AND REMUNERATION POLICY
An extract of the Company's policy relating to directors appointment, payment of
remunerationand discharge of their duties.
The web link to the Nomination and Remuneration Policy is as under: https://llcl.co.in/
42. PARTICULARS OF EMPLOYEES
The Company does not have any employee/Director who is in receipt of remuneration
aggregating to the sum prescribed in Section 197 of the Companies Act, 2013 (“the
Act") read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014 which is attached as Annexure - 3.
43. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions specified
in SEBI (LODR) Regulations, 2015, and are independent of the management of the
Company.
44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
a. The constitution of Committee as on March 31. 2025 is as follows:
|
Name of the Member
|
Directorship
|
Status in
committee
|
|
Aarti Bagdi
|
Non-executive Independent
director
|
Chairperson
|
|
Jaljeet Kiran Ajani
|
Non-executive Independent
director
|
Member
|
|
Rudra Narain Jha
|
Non-executive Independent
director
|
Member
|
|
Jitendra Balwansinh
Chaudhary
|
Non-executive Independent
director
|
Member
|
b. The revised constitution of Committee as on date of director' is as follows:
|
Name of the Member
|
Directorship
|
Status in
committee
|
|
Aarti Bagdi
|
Non-executive Independent
director
|
Chairperson
|
|
Rudra Narain Jha
|
Non-executive Independent
director
|
Member
|
|
Jitendra Balwansinh
|
Non-executive Independent
|
Member
|
|
Chaudhary
|
director
|
|
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:
|
A
|
Number of complaints of Sexual Harassment
received in the Year
|
Nil
|
|
B
|
Number of Complaints disposed off during the
year
|
Nil
|
|
C
|
Number of cases pending for more than ninety
days
|
Nil
|
45. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of
seven years. Therefore, there were no funds which were required to be transferred
to Investor Education andProtection Fund (IEPF).
46. MATERNITY BENEFIT
The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time. During the year under review, the Company has
continued to provide maternity benefits to its eligible women employees, including
paid maternity leave, medical bonus, and other statutory entitlements.
Additionally, the Company has adopted progressive HR policies that support the well¬
being of women employees through flexible work arrangements, extended maternity
support in special cases, and awareness initiatives regarding maternal health and
work-life balance.
These initiatives underscore the Company's commitment to fostering a supportive,
inclusive, and equitable workplace.
47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit
and limitedreviews of performance taking place periodically.
48. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
beenfollowed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have
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, 2025 and of the
profit for the Company for the year ended March 31, 2025;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
49. REGISTRATION WITH INDEPENDENT DIRECTOR'S DATABANK
The Independent directors of the company are yet to be registered with Independent
director databank.
50. ACKNOWLEDGEMENT
Your Director's takes opportunity to show gratitude towards the assistance and co¬
operation received from Shareholders.
For and on Behalf of the Board of Directors of
Landmarc Leisure Corporation Limited
Sd/- Sd/
K. R. Mahadevan Vidhi Kasliwal
Whole Time Director & CFO Director
DIN:07485859 DIN:00332144
Place: Mumbai
Date: August 29, 2025
| 