landmark cars pvt ltd Directors report

To,

The Members,

Landmark Cars Limited

Your Directors are hereby presenting the 17^th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31,2023.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Companys financial performance during the year ended March 31,2023 as compared to the previous financial year, is summarised as below:

Particulars	Amount (Rs in Millions)
	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	4,840.03	6,810.23	33,823.51	29,765.23
Other income	113.62	86.64	120.79	125.93
Profit before depreciation and amortisation, finance costs, exceptional items and tax	1,074.34	747.98	2,499.81	1,872.81
Less: Depreciation and amortisation	303.11	222.05	873.07	697.91
Profit before finance costs, exceptional items and tax	771.23	525.93	1,626.74	1,174.90
Less: Finance costs	86.67	60.07	510.96	352.16
Profit before exceptional items and tax	684.56	465.86	1,115.78	822.74
Less: Exceptional items	6.45	-	74.72	-
Profit before tax	678.11	465.86	1,041.06	822.74
Less: Tax expense	170.90	115.93	190.05	160.92
Profit for the year	507.21	349.93	851.01	661.82
Other comprehensive income/(loss), net of tax	(5.39)	5.89	(14.92)	7.62
Total Comprehensive income for the year	501.82	355.82	836.09	669.44
Attributable to:
Non-controlling Interest	-	-	6.08	7.04
Owners of the Company	-	-	830.01	662.40
Surplus in Statement of Profit and Loss brought forward	894.47	557.88	488.61	(154.55)
Add: Profit for the year	507.21	349.93	844.94	654.84
Add: Transfer to retained earnings on options cancelled/exercised during the year	1.05	2.31	1.05	2.31
Less: Remeasurement loss of defined benefit plans for the year	0.35	1.91	1.69	0.25
Less: Payment of dividend	14.65	13.74	14.65	13.74
Surplus in Statement of Profit and Loss	1,387.73	894.47	1318.26	488.61

The Standalone and Consolidated Financial Statements for the financial year ended March 31,2023 forms part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of the Company and its Subsidiaries on its website: https://www.grouplandmark.in/investor-relations / and a copy of audited financial statements of its Subsidiaries will be provided to shareholders upon their request.

2. PERFORMANCE OF THE COMPANY

During the year under review, considering the standalone performance of the Company, the total *proforma revenue from operations has increased to Rs 15,180.46 Millions from Rs 10,076.01 Millions. Whereas, the total reported revenue from operations has decreased to Rs 4,840.03 Millions from Rs 6,810.23 Millions. The Company earned a profit after tax of Rs 507.21 Millions as compared to Rs 349.93 Millions of previous year.

During the year under review, considering the consolidated performance of the Company, the total *proforma revenue from operations has increased to Rs 45,949.66 Millions from Rs 33,691.34 Millions. Whereas, the reported total revenue from operations has increased to Rs 33,823.51 Millions from Rs 29,765.23 Millions. On Consolidated basis, the Company has earned the profit after tax of Rs 851.01 Millions as compared to Rs 661.82 Millions profit of the previous year.

The Indian auto market remains resilient after solid growth in the last 2 years. New model introduction are likely to drive the sales , while the Aftersales business continues to perform and grow. Going ahead the Company would also rely on Preowned car business to drive profitability and growth.

*Note: W.e.f. October 01, 2021, dealership agreement of the Landmark Cars Limited ("LCL") and Landmark Cars (East) Private Limited ("LCEPL") for sale of new cars with M/s. Mercedes-Benz India Private Limited ("MBIL") has materially changed and converted to an agency model whereby all new car sales are made directly to customers by MBIL. Under the agency agreement, customers now place orders through LCL and LCEPL directly to MBIL on which LCL and LCEPL earn commission on each sale of Mercedes-Benz cars. The proforma revenue from operations is sum of reported revenue from operations and value of cars sold under Mercedes-Benz agency model reduced by agency commission to enable a like for like comparison.

3. DIVIDEND

The Board of Directors at their meeting held on May 30, 2023 have recommended final dividend of Rs 2.25/- (or 45%) per share for the financial year ended March 31,2023.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

In accordance with Regulation 43A of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Board of Directors of the Company has voluntarily adopted a Dividend Policy ("Policy") which endeavours for fairness, consistency and sustainability while distributing profits to the shareholders. Dividend payout is in accordance with the Policy which is available on the website of the Company i.e. https://www.grouplandmark.in/investor- relations.

4. NATURE OF BUSINESS AND ANY CHANGES THEREIN

The Company continues to be engaged in luxury and premium automotive retail business in India with dealerships for Mercedes-Benz, Honda, Jeep, Volkswagen, BYD and Renault. The Company also have a commercial vehicle dealership with Ashok Leyland in India and has presence across the automotive retail value chain, including sales of new vehicles, after-sales service and repairs (including sales of spare parts, lubricants and accessories), sales of pre-owned passenger vehicles and facilitation of the sales of third-party financial and insurance products.

There has been no change in the nature of business of the Company during the year under review.

5. TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

6. UNPAID DIVIDEND & IEPF

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

7 REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has been carrying on its operations through its wholly owned subsidiaries (WOS) and subsidiary companies as detailed below:

The Company has 8 (Eight) Subsidiaries carrying on business of 7 (Seven) brands which are stated as follows:

1. Landmark Automobiles Limited

2. Landmark Lifestyle Cars Private Limited

3. Automark Motors Private Limited

4. Landmark Cars (East) Private Limited

5. Benchmark Motors Private Limited

6. Watermark Cars Private Limited

7. Landmark Commercial Vehicles Private Limited

8. MotorOne India Private Limited

The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2023 and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as "ANNEXURE I" and forms part of this Report.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Companys website and can be accessed at the Web-link: https://www.grouplandmark.in/investor-relations/

Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website https://www. grouplandmark.in/investor-relations/

8. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link: https://www.grouplandmark.in/investor-relations/

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company are not energy intensive as it does not own any manufacturing facility. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The Company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "ANNEXURE II" which forms part of this Report.

11. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company as on March 31, 2023 is placed on the website of the Company at the following web address: https://www.grouplandmark. in/investor-relations/

12. SHARE CAPITAL

During the year under review there was no change in the authorised capital of the Company. The existing share capital of the Company is as stated below: -

A. Authorised Share Capital

The Authorised Share Capital of the Company is Rs 27,05,00,000 (Rupees Twenty-Seven Crores Five Lacs Only) comprising of 5,37,00,000 (Five Crores Thirty-Seven Lacs) Equity Shares of Rs 5 each and 4,00,000 (Four Lacs) Preference Shares of Rs 5 each.

B. Issued, Subscribed and Paid up Share Capital

During the year under review, the Company has allotted 29,66,498 Equity Shares of face value of Rs 5/- each through the fresh issue during the Initial Public Offering of the Company and 32,628 Equity Shares of face value of Rs 5/- each pursuant to the exercise of options by eligible employees under Landmark Cars Limited Employee Stock Option Scheme to the eligible grantees, pursuant to exercise of stock options granted thereunder. Accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company is Rs 19,81,23,730 (Rupees Nineteen Crores Eighty One Lakhs Twenty Three Thousand Seven Hundred and Thirty Only) as at March 31, 2023 comprising of 3,96,24,746 Equity Shares of face value of . 5/- each fully paid-up.

13. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.

14. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The details of Investments, Loans, Guarantees and Securities have been disclosed in the Financial Statements.

15. PROMOTERS

The Promoter Group holding in the Company as on March 31, 2023 was 55.18% of the Companys paid- up Equity Share Capital. The members may note that the shareholding and other details of Promoters has been provided in Annual Return.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

17 DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations have been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The Company has a robust Internal Audit mechanism, conducted as per pre-approved calendar. Basis the audit, Internal Auditor periodically report on the Design deficiency and Operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management.

18. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

The Board of Directors of Landmark Cars Limited is a balanced one with an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by Chairman. The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31,2023 are as follows:

Name of the Director	Designation	DIN
Mr. Sanjay Karsandas Thakker	Chairman and Executive Director	00156093
Mr. Paras Dilip Somani	Executive Whole-time Director	02742256
Mr. Aryaman Sanjay Thakker	Executive Director	07625409
Mr. Manish Balkishan Chokhani	Independent Director	00204011
Mr. Akshay Tanna (resigned w.e.f. May 24, 2023)	Nominee Director of TPG Growth	02967021
Mr. Gautam Yogendra Trivedi	Independent Director	02647162
Mrs. Sucheta Nilesh Shah	Independent Director	00322403
Mr. Mahesh Pansukhlal Sarda	Independent Director	00023776

None of the directors of the Company are disqualified under the provisions of the Act.

(i) Appointment

Mr. Mahesh Pansukhlal Sarda was appointed as additional Independent Director of the Company on July 04, 2022 to hold office upto the date of next Annual General Meeting. The proposal for appointment of Mr. Mahesh Pansukhlal Sarda as an Independent Director of the Company was placed in the Annual General Meeting held on July 29, 2022 and the members appointed him as Independent Director by passing a Special Resolution.

(ii) Resignation

Mr. Ramakant Sharma, Independent Director,

resigned from the directorship of the Company with effect from June 01,2022.

(iii) Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Aryaman Sanjay Thakker, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director

of a Company as per the disclosure received from him pursuant to Section 164(1) and (2) of the Companies Act, 2013. The directors recommend his re-appointment.

b) Key Managerial Personnel

There is no change in the Key Managerial Personnel (KMP) during the year under review.

The Key Managerial Personnel (KMP) of the Company as on March 31,2023 are as follows:

Name	Designation	Date of Original Appointment
Mr. Paras Dilip Somani	Executive Whole-time Director	July 01,2006
Mr. Surendra Agarwal	Chief Financial Officer	May 09, 2018
Mr. Amol Arvind	Company	February 01,
Raje	Secretary	2021

c) Declaration by Independent Directors

In terms of Section 149 of the Act and other applicable regulations if any (i) Mr. Manish Chokhani (ii) Mr. Gautam Trivedi (iii) Mrs. Sucheta Shah (iv) Mr. Mahesh Sarda are the Independent Directors of the Company as on date of this report.

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such declarations include the confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

d) Remuneration / Commission drawn from Holding / Subsidiary Company

During the year under review, no director has

drawn remuneration or commission from any subsidiary Company.

e) Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

19. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board meetings

The Board of Directors met 6 (Six) times during the financial year ended March 31, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of the same are as mentioned under:-

Name of the Director	July 04, 2022	October 01, 2022	December 05, 2022	December 16, 2022	December 21, 2022	February 13, 2023
Mr. Sanjay Karsandas Thakker	V	V	V	V	V	V
Mr. Paras Dilip Somani	V	V	V	V	Absent	V
Mr. Aryaman Sanjay Thakker	V	V	V	V	V	V
Mr. Manish Balkishan Chokhani	V	V	V	Absent	V	V
Mr. Akshay Tanna	V	V	V	V	V	V
Mr. Gautam Yogendra Trivedi	V	V	V	V	V	V
Mrs. Sucheta Nilesh Shah	V	V	V	V	V	V
Mr. Mahesh Pansukhlal Sarda	NA	Absent	V	V	V	V

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

b) Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time read with Regulation 18 of SEBI (LODR) Regulations 2015. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulations 2015.

The Audit Committee comprises of:

Mrs. Sucheta Nilesh Shah	Independent Director & Chairperson
Mr. Gautam Yogendra Trivedi	Independent Director & Member
Mr. Paras Dilip Somani	Executive Whole-time Director & Member

The Audit Committee met 4 (Four) times during the financial year ended March 31,2023. The details of the same are as mentioned under:-

Name of the Director	July 04, 2022	October 01, 2022	December 21, 2022	February 13, 2023
Mrs. Sucheta Nilesh Shah	V	V	V	V
Mr. Gautam Yogendra Trivedi	V	V	V	V
Mr. Paras Dilip Somani	V	V	Absent	V

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee and no personnel have been denied access to the Audit Committee.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 amended from time to time read with Regulation 19 of SEBI (LODR) Regulations 2015.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been placed on the Website of the Company at https://www.grouplandmark.in/wp-content/uploads/2022/12/ Nomination-and-Remuneration-Policy.pdf.

The composition of the Committee was as under:

Mr. Gautam Yogendra Trivedi	Independent Director & Chairperson
Mrs. Sucheta Nilesh Shah	Independent Director & Member
Mr. Akshay Tanna	Nominee Director & Member

The Nomination & Remuneration Committee met 3 (Three) times during the financial year ended March 31, 2023. The details of the same are as mentioned under: -

Name of the Director	May 16,2022	July 04, 2022	December 05, 2022
Mr. Gautam Yogendra Trivedi	V	V	V
Mrs. Sucheta Nilesh Shah	V	V	V
Mr. Akshay Tanna	V	V	V

Pursuant to resignation of Mr. Akshay Tanna, the composition of the Committee is as under:

Mr. Gautam Yogendra Trivedi	Independent Director & Chairperson
Mrs. Sucheta Nilesh Shah Mr. Mahesh Pansukhlal Sarda	Independent Director & Member Independent Director & Member

d) Stakeholders Relationship Committee

During the year under review, pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations 2015, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of the following members:

Mr. Gautam Yogendra Trivedi	Independent Director & Chairperson
Mr. Mahesh Pansukhlal Sarda	Independent Director & Member
Mr. Aryaman Sanjay Thakker	Executive Director & Member

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

The Stakeholders Relationship Committee met 1(One) time on March 31,2023 with the presence of all the members, during the financial year ended March 31,2023.

During the year under review, the Company has resolved all the complaints received from the Shareholders. There was no complaint pending as on March 31,2023.

e) Risk Management Committee

During the year under review, pursuant Regulation 21 of SEBI (LODR) Regulations 2015, the Board of Directors of the Company had constituted the Risk Management Committee, comprising of the following members:

Mr. Manish Balkishan Chokhani	Independent Director & Chairperson
Mr. Akshay Tanna	Nominee Director & Member
Mr. Surendra Agarwal	Chief Financial Officer & Member

The Risk Management Committee met 2 (Two) times during the financial year ended March 31,2023. The details of the same are as mentioned under:

Name of the Director	December 21, 2022	March 30, 2023
Mr. Manish Balkishan Chokhani	V	V
Mr. Akshay Tanna	V	V
Mr. Surendra Agarwal	V	V

Pursuant to resignation of Mr. Akshay Tanna , the composition of the Committee is as under:

Mr. Manish Balkishan Chokhani	Independent Director & Chairperson
Mr. Mahesh Pansukhlal Sarda	Independent Director & Member
Mr. Surendra Agarwal	Chief Financial Officer & Member

f) Independent Directors meeting

In Compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations 2015; the Independent Directors Meeting of the Company was held on February 13, 2023. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programmes by Chairman, Executive Directors and Senior Management.

The Independent Directors present at the meeting held on February 13, 2023 were as follows:

Name of the Directors	Position	Status
Mr. Manish Balkishan Chokhani	Chairperson	Independent Director
Mr. Gautam Yogendra Trivedi	Member	Independent Director
Mrs. Sucheta Nilesh Shah	Member	Independent Director
Mr. Mahesh Pansukhlal Sarda	Member	Independent Director

g) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a Listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link: https://www. grouplandmark.in/wp-content/uploads/2022/01/Vigil-Mechanism-Policv.pdf

h) Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

i) Annual Evaluation of Directors, Committee and Board

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship, Risk Management Committee and other Committees of Board of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

j) Management Discussion & Analysis

Report on Management Discussion & Analysis is appended as a separate section to this Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following members:

Mr. Aryaman Sanjay Thakker	Executive Director & Chairperson
Mr. Mahesh	Independent Director &
Pansukhlal Sarda	Member
Mr. Paras Dilip Somani	Executive Whole-time Director & Member

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee.

The CSR Policy of the Company is available on the Companys web-site and can be accessed in the link provided herein below:

https://www.grouplandmark.in/wp-content/

uploads/2022/02/CSR-Policy-LCL.pdf

The CSR Committee met once during the financial year ended March 31,2023 on March 27, 2023.

The Company has initiated activities in accordance with the said Policy , the details of which have been mentioned in "ANNEXURE III" which forms part of this Report

21. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITOR & AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2023

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shareholders at their 13th Annual General Meeting had approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Firm Registration No.: 117365W, to act as the statutory auditor of the Company for the term of 5 (Five) consecutive years period commencing from financial year 2019-20 and who shall hold office from the conclusion of 13th Annual General Meeting till the conclusion of 18th Annual General Meeting to be held for the financial year 2023-24.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31,2023

Provisions of Section 204 and Section 134(3) of the Companies Act, 2013 read with Regulation 24A of SEBI (LODR) Regulations, 2015, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s Ravi Kapoor & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report issued by M/s Ravi Kapoor & Associates, Practicing Company Secretaries, in Form MR-3 for the financial year 2022-23, forms part of the Directors Report as "ANNEXURE IV".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

c. INTERNAL AUDITOR

M/s Ernst & Young LLP, Chartered Accountants were appointed as the Internal Auditor of the Company for the financial year 2022-23 based on the recommendation of the Audit Committee of the Company.

d. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

22. INSURANCE

All the insurable interests of the Company including properties, equipment, stocks etc. are adequately insured.

23. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

b. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial

statements of the Company for the year ended

March 31, 2023, the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. Such accounting policies have been selected and applied consistently and the Directors 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, 2023 and of the Profit of the Company for that year;

iii. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. Internal financial controls were followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE

Our Company believes that sound practices of good Corporate Governance, Transparency, Accountability, and Responsibility are the fundamental guiding principles for all decisions, transactions, and policy matters of the Company. A Report on Corporate Governance, along with a certificate from the Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "LODR Regulations") forms part of Annual Report.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

Our Company has implemented an Employees Stock Options Scheme (ESOP) for permanent employees. The Company obtained in principle approvals from the Stock Exchanges to issue equity shares through the ESOP scheme.

The Company has received a certificate from M/s Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, who serves as the Secretarial Auditor of the Company.

The certificate certifies that the LCL Employees Stock Option Scheme 2018 is implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by members in electronic mode.

The disclosures in accordance with Part F of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been given at the following web address: https://www. grouplandmark.in/investor-relations/

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at work place.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The disclosures as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been marked as "ANNEXUREV"

j. LOANS FROM DIRECTORS

During the financial year under review, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is being given by him out of his own funds. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014: -

			Rs in Millions
Name of Director	Loan taken	Loan refunded	Balance at the end of the year
Mr. Sanjay Thakker	153.70	156.30	Nil
Mr. Aryaman Thakker	6.71	23.01	Nil

k. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2023 as stipulated under Regulation 34 of the Listing Regulations has been marked as "ANNEXURE VI".

24. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

25. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.

26. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board Landmark Cars Limited

SD/-	SD/-
Sanjay Thakker	Paras Somani
Chairman and	Executive Whole-time
Executive Director	Director
DIN:00156093	DIN:02742256
Date: August 12, 2023
Place: Mumbai