Landmarc Leisure Corporation Ltd Management Discussions.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company had expanded its wellness center business by taking up various center operations across the country in different hotels. However, generating adequate revenue was a challenge and the company has since modified its approach to this segment. The company has expanded its film business by entering regional films segment. It has started with a Marathi production "Sanngto Aika which was well received. In times to come, it will come out with more films in different 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 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.

Auditors Qualification

The company has given the deposit of 7 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 a 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 7 Nil in Foreign Exchange and has incurred travelling expenditure of 71.23 lacs in Foreign Exchange.

Fixed Deposits

During the year ended 31st December, 2014 the Company has not accepted any deposits from the Public under Section 58Aof 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 Ministiy 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 there under, 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 24th Annual General Meeting, until conclusion of sixth 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.

Cautionary Statement

Statement in this Management Discussion and Analysis deals with Companys 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
For Landmarc Leisure Corporation Limited
Sd/-
Date: 14th February, 2015 S. P. Baneijee
Place: Mumbai Chairman