DIRECTORS REPORT
To
The Members
Landmark Cars Private Limited

Your Directors have pleasure in presenting their 14th Directors Report for the Financial Year 2019-20 hereinafter referred as “During the year under review” presented under Companies Act, 2013 along with applicable rules hereinafter referred to as “The Act”

FINANCIAL RESULTS (Standalone and Consolidated)
The financial performance of your Company, for the financial year 2019-20 as under:

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:


During the period under review, considering the standalone performance of the Company the total income has been decreased to Rs. 66,338.77 Lakhs to Rs. 76,936.30 Lakhs. However, due slow-down/ recession in the auto sector which has impacted the earnings of the Company pursuant to which the Company has registered a loss of Rs. 215.41 lakhs as compared to a profit of Rs. 739.16 lakhs of previous year.

During the period under review, National Company Law Tribunal, Ahmedabad Bench vide order dated 4th April, 2019 & 15th April, 2019 had sanctioned the Composite Scheme Arrangement and Amalgamation between

Automark Motors Private Limited and Watermark Vehicles Private Limited (“The Company”) and Landmark Cars Private Limited and their shareholders and Creditors pursuant to which the residual business of Automark Motors Private Limited was amalgamated with the Company.

Landmark Automobiles Private Limited and Watermark Automobiles Private Limited (“The Company”) and Landmark Cars Private Limited and their shareholders and Creditors pursuant to which the residual business of Landmark Automobiles Private Limited was amalgamated with the Company.

Landmark Commercial Vehicles Private Limited and Watermark Commercial Vehicles Private Limited (“The Company”) and Landmark Cars Private Limited and their shareholders and Creditors pursuant to which the residual business of Landmark Commercial Vehicles Private Limited was amalgamated with the Company.

During the period under review, considering the consolidated performance of the Company along with subsidiary companies (“Group Landmark”), the income from operations has been decreased to Rs. 2,22,861.37 Lakhs compared to previous year of Rs. 2,71,244.67 Lakhs. Further, the total expenses incurred by the Group Landmark has been decreased to Rs. 2,25,027.58 Lakhs to Rs. 2,72,646.12 Lakhs. Overall Group Landmark has registered a loss of Rs. 2,654.07 Lakhs as compared to loss of Rs. 1,479.33 Lakhs of previous year. Your Directors are hopeful and working towards the strategies to get better results in the upcoming years on Standalone and Consolidated basis.

DIVIDEND

No Dividend is declared for the period under review due to loss registered by the Company.

CHANGE IN NATURE OF BUSINESS

During the period under review, there has been no change in the business of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

During the period under review, there are no unpaid/unclaimed dividend declared and paid last year, the provisions of Section 125 of the Act do not apply.

TRANFER TO RESERVES

The Board of Directors does not propose to transfer any amount to general reserve.

SHARE CAPITAL

A) EMPLOYEES STOCK OPTION PLAN
During the period under review, the Board of Directors of the Company at their meeting held on 11th September, 2019 have adopted 2 (Two) Employee Stock Option Schemes (‘ESOP’) pursuant to the order passed under respective schemes by National Company Law Tribunal, Ahmedabad Bench dated 4th April, 2019 & 15th April, 2019, the details of the adopted ESOP Scheme as under:

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the disclosures as on 31st March, 2020 are as follows:

Options granted to key managerial personnel/employees of the company during the year: Nil
Variation of terms of options: The Scheme has not got modified during the financial year as hereunder.
Money realized by exercise of options: Nil

AUTHORIZED SHARE CAPITAL :

Pursuant order passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench on 4th April, 2019 & 15th April, 2019 for sanctioning the Composite Scheme of Arrangement and Amalgamation between

Automark Motors Vehicles Private Limited and Watermark Vehicles Private Limited and Landmark Cars Private Limited and their shareholders and creditors

Landmark Automobiles Private Limited and Watermark Automobiles Private Limited and Landmark Cars Private Limited and their shareholders and creditors

Landmark Commercial Vehicles Private Limited and Watermark Commercial Vehicles Private Limited and Landmark Cars Private Limited and their shareholders and creditors,

Pursuant to the above NCLT Orders, the Authorized Share Capital of the Company has been increased from Rs. 19 Crores to Rs. 27.05 Crores which is divided into 2,68,50,000 equity shares of face value of Rs. 10/- each and 2,00,000 Redeemable Preference Shares of Rs. 10/- each.

PAID UP AND ISSUE SHARE CAPITAL

During the period under review, the paid-up and issue share capital changes are as under:


During the period under review, pursuant to sanction of Composite Scheme of Arrangement and Amalgamation between Automark Motors Private Limited and Watermark Vehicles Private Limited and Landmark Cars Private Limited and their respective shareholders and creditors vide order dated 4th April, 2019 and 15th April, 2019 the Board of Directors have allotted equity shares as per below events of the Scheme

ALLOTED 3571426 EQUITY SHARES FOR DEMERGER OF M/S. AUTOMARK MOTORS PRIVATE LIMITED, AUTO DEALERSHIP BUSINESS INTO M/S. WATERMARK VEHICLES PRIVATE LIMITED

The Board of Directors of the Company at their meeting held on 13th May, 2019 has allotted 3571426 equity shares of the Company of Rs. 10/- each ranking pari passu in all respect and carry the same rights as the existing fully paid equity shares of the Company and which are allotted to the shareholders of Automark Motors Private Limited for the demerger of auto business into Watermark Vehicles Pvt. Ltd, whose names were appear in the Register of Members of Automark Motors Private Limited as on the Record Date.

ALLOTED 22282EQUITY SHARES FOR AMALGAMATION OF M/S. AUTOMARK MOTORS PRIVATE LIMITED WITH RESIDUAL BUSINESS INTO M/S. LANDMARK CARS PRIVATE LIMITED

The Board of Directors of the Company at their meeting held on 13th May, 2019 has allotted 22282 equity shares of the Company of Rs. 10/- each ranking pari passu in all respect and carrying the same rights as the existing fully paid equity shares of the Company and which are allotted to the shareholders of Automark Motors Private Limited for amalgamation of residual business into Landmark Cars Pvt. Ltd, whose names were appear in the Register of Members of Automark Motors Private Limited as on the Record Date.

During the period under review, pursuant to sanction of Composite Scheme of Arrangement and Amalgamation between Landmark Automobiles Private Limited and Watermark Automobiles Private Limited and Landmark Cars Private Limited and their shareholders and creditors vide order dated 4th April, 2019 and 15th April, 2019 the Board of Directors have allotted equity shares as per below events of the Scheme

ALLOTED 4875347 EQUITY SHARES FOR DEMERGER OF M/S. LANDMARK AUTOMOBIELS PRIVATE LIMITED, AUTO DEALERSHIP BUSINESS INTO M/S. WATERMARK AUTOMOBIELS PRIVATE LIMITED

The Board of Directors of the Company at their meeting held on 13th May, 2019 has allotted 4875347 equity shares of the Company of Rs. 10/- each ranking pari passu in all respect and are carrying the same rights as the existing fully paid equity shares of the Company and which are allotted to the shareholders of Landmark Automobiles Private Limited  for the demerger of auto business into Watermark Automobiles Pvt. Ltd, whose names were appear in the Register of Members of Landmark Automobiles Private Limited as on the Record Date.

ALLOTED 1357023 EQUITY SHARES FOR AMALGAMATION OF M/S. LANDMARK AUTOMOBILES PRIVATE LIMITED WITH RESIDUAL BUSINESS INTO M/S. LANDMARK CARS PRIVATE LIMITED

The Board of Directors of the Company at their meeting held on 13th May, 2019 has allotted 1357023 equity shares of the Company of Rs. 10/- each ranking pari passu in all respect and carrying the same rights as the existing fully paid equity shares of the Company and which are allotted to the shareholders of Landmark Automobiles Private Limited for amalgamation of residual business into Landmark Cars Pvt. Ltd, whose names were appear in the Register of Members of Landmark Automobiles Private Limited as on the Record Date.

During the period under review, pursuant to sanction of Composite Scheme of Arrangement and Amalgamation between Landmark Commercial Vehicles Private Limited and Watermark Commercial Vehicles Private Limited and Landmark Cars Private Limited and their shareholders and creditors vide order dated 4th April, 2019 and 15th April, 2019 the Board of Directors have allotted equity shares as per below events of the Scheme

ALLOTED 572150 EQUITY SHARES FOR DEMERGER OF M/S. LANDMARK COMMERCIAL VEHICLES PRIVATE LIMITED, AUTO DEALERSHIP BUSINESS INTO M/S. WATERMARK COMMERCIAL VEHICLES PRIVATE LIMITED

The Board of Directors of the Company at their meeting held on 13th May, 2019 has allotted 572150 equity shares of the Company of Rs. 10/- each ranking pari passu in all respect and are carrying the same rights as the existing fully paid equity shares of the Company and which are allotted to the shareholders of Landmark Commercial Vehicles Private Limited  for the demerger of auto business into Watermark Commercial Vehicles Pvt. Ltd, whose names were appear in the Register of Members of Landmark Commercial Vehicles Private Limited as on the Record Date.

ALLOTED 1992 EQUITY SHARES FOR AMALGAMATION OF M/S. LANDMARK COMMERCIAL VEHICLES PRIVATE LIMITED WITH RESIDUAL BUSINESS INTO M/S. LANDMARK CARS PRIVATE LIMITED

The Board of Directors of the Company at their meeting held on 13th May, 2019 has allotted 1992 equity shares of the Company of Rs. 10/- each ranking pari passu in all respect and carrying the same rights as the existing fully paid equity shares of the Company and which are allotted to the shareholders of Landmark Commercial Vehicles Private Limited for amalgamation of residual business into Landmark Cars Pvt. Ltd, whose names were appear in the Register of Members of Landmark Commercial Vehicles Private Limited as on the Record Date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there are no changes the structure of the Board and Key Managerial Personnel of the Company.  

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 under the Act is enclosed as Annexure – I, and is also available on the Company’s website.
URL. https://www.benchmarkcars.mercedes-benz.co.in/content/dam/india/retailer/retail-in/benchmark/Corporate-Documents/LCPL%20Extract%20of%20Annual%20Return%2019-20.pdf.asset._71wbwYOhifp_9Ag3P7wAmAHGgw0Wj5IwoSUK1T3KaU.pdf


NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
BOARD OF DIRECTORS MEETING:
During the year under review, your board met 6 (Six) times as per details below. The intervening gap between any two meetings was within the prescribed period as per the Companies Act, 2013.

COMMITTEE OF DIRECTORS MEETING
During the period under review, the Committee of Directors met 12 (Twelve) times and the date of meeting along with their attendance is as under:

CORPORATE SOCIAL RESPONSIBILITY COMITEE MEETING:
During the period under review, the Committee of Corporate Social Responsibility had met 1 (One) Time and the date of the meeting along with the Committee member attendance at the meeting as under:

DETAILS OF HOLDING / SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

The salient features pursuant to provisions of section 129(3) of the Act, the financial statement of the below subsidiary companies in Form AOC-1, as Annexure - II. Further, the details of the companies are as below:

The Company is not a subsidiary of any company.

The Company has a 6 (Six) wholly owned subsidiary under section 2(87) of the Act in India viz

The Company has the below is subsidiary company of the Company.

There are no Associate Company & joint venture company within the meaning of section 2(6) of the Act.

STATUTORY AUDITORS:

The 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 fincnail year 2019-20 and who shall hold office from the conclusion 13th Annual General Meeting till the conclusion of 18th Annual General Meeting to be held for the financial year 2023-24.

COMMENT ON AUDITORS REPORT

The Auditor‘s Report for the period under review does not contained any qualification, observation or adverse remarks.

MAINTENANCE OF COST RECORDS

The provisions for maintenance of cost records under section 148 of the Act and rules made thereunder are not applicable to the Company.

VIGIL MECHANISM

A vigil mechanism policy is in placed wherein the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors, who express their concern for reporting to the management of the instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. During the period under review, no concerns have been reported to the Company.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board is of the opinion that the risk elements associated with the business are minimum or negligible which would not affect the on-going concern of the business of the Company. Therefore, The Company does not have any Risk Management Policy.


MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material changes and commitment occurred between the end of the financial year to which this financial statement relates and the date of the report .

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operation in future. 

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate policies and procedures in place for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, compliance of local laws, safeguarding of its assets, prevention and detection of frauds and errors against financial losses and unauthorized use, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. Further, the Company has appointed Internal Auditor and based on findings of internal audit report, the Company further took action to strengthen control measures.

INTERNAL AUDITORS & CONTROLS
During the period under review, the Board of Directors at their meeting held on 24th June, 2019 has appointed M/s J.K. Brahmin, Chartered Accountants, as Internal Auditor of the Company under Section 138 of the Act, read with applicable rules. The Internal Auditors from time to time conduct internal audit of the Company and their findings have been reviewed regularly by the management.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the period under review, the Company has given / provided Loans to its subsidiaries companies which are in accordance of Section 186 of the Companies Act, 2013 and which are form part of the notes to the financial statements.

During the period under review, the Company has and issued Corporate Guarantee on behalf of its subsidiaries companies to bankers or public financial institutions which are in accordance of Section 186 of the Companies Act, 2013 and which are form part of the notes to the financial statements.

During the period under review, pursuant order passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench on 4th April, 2019 & 15th April, 2019 for sanctioned Composite Scheme of Arrangement and Amalgamation between Automark Motors Vehicles Private Limited and Watermark Vehicles Private Limited and Landmark Cars Private Limited and their shareholders and creditors, the Board of Directors at their meeting held on 11th September, 2019 had approved to make application by the Company for acquiring shares (investment) of 10,00,000., 7.5% Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid of Watermark Cars Private Limited.

During the period under review, pursuant order passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench on 4th April, 2019 & 15th April, 2019 for sanctioned Composite Scheme of Arrangement and Amalgamation between Landmark Automobiles Private Limited and Watermark Automobiles Private Limited and Landmark Cars Private Limited and their shareholders and creditors, the Board of Directors at their meeting held on 11th September, 2019 had approved to make application by the Company for acquiring shares (investments) as below

During the period under review, the Board of Directors at their meeting held on 15th November, 2020 have approved to make investment in M/s. Chatpay Commerce Private Limited (“CCPL”) by way of subscribing and/or purchasing from existing shareholders the Equity Shares and/or 0.01%, Cumulative Compulsory Convertible Preference Shares not exceeding Rs. 8 (Eight) Crores, which are within the approved limits of Section 186 of the Companies Act, 2013.

During the period under review, the Committee of Directors at their meeting held on 19th March, 2020, have approved to investment the funds of the Company in Mutual Funds, an amount not exceeding Rs. 10 (Ten) Crores, the given investment are within the approved limits of Section 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted / renewed any public deposits under Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the financial year. Further, no amount of principal or interest on deposits from public is outstanding. Hence, details to be given under the Rule 8(5) (v) of the Companies (Accounts) Rule, 2014 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERED TO IN SECTION 188 (1)

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Act as disclosed in Form AOC – 2 as Annexure – III.

DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the period under review, there are no frauds reported in the Company. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed off during the year.
No. of complaints received: NIL
No. of complaints disposed off: NIL

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

As required u/s 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, particulars with respect to Conservation of Energy, Technology Absorption are as below

CONSERVATION OF ENERGY

The Company has been working effectively for the conservation of all types of energies
used across all locations of the Company.

The Company is using LED lighting system, to ensure that consumption of energy is at
minimal levels in the operations.

The Company has not taken any steps for alternative source of energy.

The Company has installed requisite Energy Management System to save energy.

Technology absorption: Not applicable to the Company.

The details of Foreign Exchange Earnings & Outgo as under: (Amount in Lakhs Rs.)

CORPORATE SOCIAL RESPONSIBILITY

The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, details as Annexure – IV.

SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (“the Act”) the Board hereby submits its responsibility Statement:—

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

the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

the directors had taken proper and sufficient care 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;

the directors had prepared the annual accounts on a going concern basis; and

The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Directors place on record their appreciation of the cooperation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government and statutory authorities for the Company’s growth. We thank employees at all levels across the Group for their valuable contribution to our progress and look forward to their continued support. 

On behalf of the Board of Directors
For Landmark Cars Private Limited




Sanjay Thakker Parasbhai Somani
Director Director
DIN: 00156093 DIN: 02742256

Date: 31st December, 2020
Place: Worli, Mumbai, Maharashtra
ANNEXURE I | FORM MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2020
LANDMARK CARS PRIVATE LIMITED
[Pursuant to Section 92(3) of the Companies Act, 2013 & Rule 12(1) of the Companies (Mgt. and Administration) Rules, 14]

REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV.SHARE HOLDING PATTERN (Equity Share Capital break up as % of total equity)
CATEGORY-WISE SHARE HOLDING

(ii) SHAREHOLDING OF PROMOTER

(iii)CHANGE IN PROMOTERS’ SHAREHOLDING (Please specify, if there is no change)

vi)SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS
(Other than Directors, Promoters and Holders of GDRS AND ADRS)

(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

V) INDEBTEDNESS
Indebtedness of the company including interest outstanding/accrued but not due for payment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A)Remuneration To Managing Director, Whole-Time Directors and/or Manager

B. REMUNERATION TO OTHER DIRECTORS

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

For Landmark Cars Private Limited


Sanjay Thakker Parasbhai Somani
Director Director Date: 31st December, 2020
DIN: 00156093 DIN: 02742256 Place: Worli, Mumbai, Maharashtra

ANNEXURE – II
FORM AOC 1 AS ON 31ST MARCH, 2020
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES (PURSUANT TO FIRST PROVISO TO SUB-SECTION (3) OF SECTION 129 READ WITH RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014
PART A: SUBSIDIARY COMPANIES

Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations: Nil
2. Names of subsidiaries which have been liquidated or sold during the year: Nil
PART B: ASSOCIATES AND JOINT VENTURES

On behalf of the Board of Directors
For Landmark Cars Private Limited



Sanjay Thakker Parasbhai Somani
Director Director
DIN: 00156093 DIN: 02742256
Date: 31st December, 2020
Place: Worli, Mumbai, Maharashtra

ANNEXURE III
FORM AOC – 2
Pursuant to clause (h) of sub-section (3) of section 134 of the act and rule 8(2) of the companies (accounts) rules, 2014] form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the act including certain arm’s length transactions under third proviso thereto

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM’S LENGTH BASIS: NOT APPLICABLE
Name(s) of the related party and nature of relationship:
Nature of contracts/arrangements/transactions:
Duration of the contracts / arrangements/transactions:
Salient terms of the contracts or arrangements or transactions including the value, if any:
Justification for entering into such contracts or arrangements or transactions:
Date(s) of approval by the Board:
Amount paid as advances, if any:
Date on which the special resolution was passed in general meeting as required under first proviso to section 188:

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM’S LENGTH BASIS:
(1)
Name(s) of the related party and nature of relationship:
Name of Related Party: M/s. Wild Dreams Media and Communications Pvt. Ltd
Relationship: Mr. Sanjay Thakker and Mrs. Ami Thakker, Directors of the Company are also directors and members in M/s. Wild Dreams Media & Communications Pvt. Ltd.
Nature of contracts / arrangements / transactions: Arrangement for advertisement, event management and/or other related services
Duration of the contracts / arrangements/transactions: From 01.04.2019 to 31.03.2020
[During the period under review, the amount paid for the arrangement was Rs. 69.74 Lakhs]
Salient terms of the contracts or arrangements or transactions including the value, if any: Availing advertisement, event management and/or other related services not exceeding Rs. 2 (Two) Crores.
Date(s) of approval by the Board, if any: 24.06.2019
Amount paid as advances, if any: As per terms of arrangement
(2)
Name(s) of the related party and nature of relationship:
Name of Related Party: M/s. Automark Motors Pvt. Ltd
Relationship: Mr. Sanjay Thakker, Director of the Company is also Director & shareholder of M/s. Automark Motors Pvt. Ltd
Nature of contracts / arrangements / transactions: Arrangement availing vehicle repairing (including service related purchase of spares etc.), painting, and/or other related services Duration of the contracts / arrangements/transactions: From 01.04.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: Availing vehicle painting, repairing and/or other related services not exceeding Rs. 50 (Fifty) Lakhs
[During the period under review the amount paid for the arrangement was Rs. 0.36 Lakhs]
Date(s) of approval by the Board, if any: 24.06.2019.
Amount paid as advances, if any: As per terms of arrangement
(3)
Name(s) of the related party and nature of relationship:
Name of Related Party: M/s. Landmark Automobiles Pvt. Ltd
Relationship: Mr. Sanjay Thakker & Mrs. Ami Thakker, Director of the Company are also a Director & Shareholder of Landmark Automobiles Pvt. Ltd.
Nature of contracts / arrangements / transactions: Arrangement Purchase and / or sale of goods or materials including accessories and spares parts etc. not exceeding Rs. 2.50 Crores 
Duration of the contracts / arrangements/transactions: From 1.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: Arrangement Purchase and / or sale of goods or materials including accessories and spares parts etc. not exceeding Rs. 2.50 Crores 
[During the period under review, the arrangement value for Sale of Goods is Rs. 59.82 Lakhs & for purchase of Goods is Rs. 8.46]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement

(4)
Name(s) of the related party and nature of relationship:
Name of Related Party: M/s. Automark Motors Pvt. Ltd
Relationship: Mr. Sanjay Thakker, Director of the Company are also a Director & Shareholder of Automark Motors Pvt. Ltd.
Nature of contracts / arrangements / transactions: Arrangement Purchase and / or sale of goods or materials including accessories and spares parts etc. not exceeding Rs. 2.50 Crores 
Duration of the contracts / arrangements/transactions: From 1.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: Arrangement Purchase and / or sale of goods or materials including accessories and spares parts etc. not exceeding Rs. 1 Crores 

[During the period under review, the arrangement value for Sale of Goods is Rs. 39.92 Lakhs & for purchase of Goods is Nil]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement.
(5)
Name(s) of the related party and nature of relationship:
Name of Related Party: M/s. Landmark Cars (East) Private Limited
Relationship: Mr. Sanjay Thakker, Mrs. Ami Thakker and Mr. Paras Somani Directors of the Company are also directors of Landmark Cars (East) Pvt. Ltd. and Mr. Sanjay Thakker, Mrs. Ami Thakker, directors of the Company are also members in Landmark Cars (East) Pvt. Ltd.
Nature of contracts / arrangements / transactions: Arrangement Purchase and / or sale of goods or materials including accessories and spares parts etc.
Duration of the contracts / arrangements/transactions: 01.04.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: Arrangement Purchase and / or sale of goods or materials including accessories and spares parts etc not exceeding Rs. 20 Crores
[During the period under review, the arrangement value for Sale of Goods is Rs. 251.04 Lakhs & for purchase of Goods is Rs. 423.73]
Date(s) of approval by the Board, if any: 24.06.2019
Amount paid as advances, if any: As per terms of arrangement
(6)
Name(s) of the related party and nature of relationship:
Name of Related Party: M/s. Adron Studios LLP
Relationship: Mrs. Ami Thakker, Director of the Company is also Designated Partner & Contributor in M/s. Adron Studios LLP
Nature of contracts / arrangements / transactions: Arrangement for purchase of sales promotion materials
Duration of the contracts / arrangements/transactions: 01.04.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: Arrangement for purchase of sales promotion materials not exceeding Rs. 20 (Twenty) Lakhs
[During the period under review, the arrangement value for Arrangement for purchase of sales promotion materials is Rs. 0.20 Lakhs]
Date(s) of approval by the Board, if any: 24.06.2019
Amount paid as advances, if any: As per terms of arrangement
(7)
Name(s) of the related party and nature of relationship: M/s. Landmark Lifestyle Cars Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Landmark Lifestyle Cars Private Limited
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 10 Crores
[During the period under review, the amount paid under the arrangement is Rs. 159.39 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(8)
Name(s) of the related party and nature of relationship: M/s. Benchmark Motors Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Benchmark Motors Private Limited
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 10 Crores
[During the period under review the amount paid for the arrangement was Rs. 150.03 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(9)
Name(s) of the related party and nature of relationship: M/s. Watermark Cars Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Watermark Cars Private Limited
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 10 Crores
[During the period under review the amount paid for the arrangement was Rs. 14.85 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(10)
Name(s) of the related party and nature of relationship: M/s. Landmark Automobiles Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Landmark Automobiles Private Limited.
Mrs. Ami Thakker, Director of the Company is also Director of Landmark Automobiles Private Limited.
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 30 Crores
[During the period under review the amount paid for the arrangement was Rs. 596.81 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(11)
Name(s) of the related party and nature of relationship: M/s. Automark Motors Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Landmark Automobiles Private Limited
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 30 Crores
[During the period under review the amount paid for the arrangement was Rs. 276.96 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(12)
Name(s) of the related party and nature of relationship: M/s. Landmark Commercial Vehicles Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Landmark Commercial Vehicles Private Limited
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 10 Crores
[During the period under review the amount paid for the arrangement was Rs. 38.90Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(13)
Name(s) of the related party and nature of relationship: M/s. Landmark Pre-Owned Cars Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Landmark Pre-Owned Cars Private Limited
Nature of contracts/arrangements/transactions: An arrangement for providing manpower and/or support services
Duration of the contracts/arrangements/transactions: From 01.04.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for providing manpower and/or support services not exceeding Rs. 1 Crore
[During the period under review the amount paid for the arrangement was Rs. 25.69Lakhs]
Date(s) of approval by the Board, if any: 24.06.2019
Amount paid as advances, if any: As per terms of arrangement
(14)
Name(s) of the related party and nature of relationship: M/s. Landmark Commercial Vehicles Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Landmark Commercial Vehicles Private Limited
Nature of contracts/arrangements/transactions: An arrangement for purchase and / or sale of goods or materials including accessories and spares parts etc. not exceeding Rs. 20 Lakhs
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for purchase and / or sale of goods or materials including accessories and spares parts etc. not exceeding Rs. 20 Lakhs
[During the period under review, the arrangement value for Sale of Goods is Rs. 0.04 Lakhs & for purchase of Goods is Rs. 0.01]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: As per terms of arrangement
(15)
Name(s) of the related party and nature of relationship: M/s. Watermark Cars Private Limited
Relationship: Sanjay Thakker, Director of the Company is also Director & shareholder of Watermark Cars Private Limited
Nature of contracts/arrangements/transactions: An arrangement for purchase of asset
Duration of the contracts/arrangements/transactions: From 01.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: An arrangement for purchase of asset
[During the period under review the amount paid for the arrangement was Rs. 0.12 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: Nil
(16)
Name(s) of the related party and nature of relationship: Name of Related Party: i) Mr. Udayan Karsandas Thakker ii) Sanjay Karsandas Thakker HUF iii) Udayan Karsandas Thakker HUF
Relationship: Mr. Sanjay Thakker, Director & Shareholder of the Company and Mr. Udayan Thakker relative (brother) of Sanjay Thakker, Director of the Company are the owner of the Premises.
Nature of contracts/arrangements/transactions: Leave and License Agreement for taking on the premises located at Landmark, Worli, Mumbai

Duration of the contracts/arrangements/transactions: As per terms of Leave & License agreement from 01.06.2019 up to such tenure as may be decided mutually
Salient terms of the contracts or arrangements or transactions including the value, if any: Arrangement for taking premises on Leave & License basis with license fee of Rs. 1.45 Lakhs p.m.
During the period under review the amount paid for the arrangement was as under
Mr. Udayan Karsandas Thakker : Rs. 7.65 Lakhs
ii) Sanjay Karsandas Thakker HUF: Rs. 2.87 Lakhs
iii) Udayan Karsandas Thakker HUF: Rs. 3.98 Lakhs
(e) Date(s) of approval by the Board, if any: 13.05.2019
(f) Amount paid as advances, if any: As per terms of arrangement
(17)
Name of Related Party: M/s. Landmark Automobiles Pvt. Ltd
Relationship: Mr. Sanjay Thakker & Mrs. Ami Thakker, Director of the Company are also a Director & Shareholder of Landmark Automobiles Pvt. Ltd.
Nature of contracts / arrangements / transactions: Arrangement for availing vehicle repairing (including service related purchase of spares etc.), painting and/or other related services
Duration of the contracts / arrangements/transactions: From 1.11.2019 to 31.03.2020
Salient terms of the contracts or arrangements or transactions including the value, if any: Arrangement for availing vehicle repairing (including service related purchase of spares etc.), painting and/or other related services not exceeding Rs. 50 Lakhs
[During the period under review, the arrangement value was Rs. 0.11 Lakhs]
Date(s) of approval by the Board, if any: 24.06.2019
Amount paid as advances, if any: As per terms of arrangment
(18)
Name of Related Party: Ms. Aparajita Thakker
Relationship: Ms. Aparajita Thakker Daughter of Mr. Sanjay Thakker & Mrs. Ami Thakker
Nature of contracts / arrangements / transactions: To appoint as General Manager holding office or place of profit in the company w.e.f. 1stDecember, 2019
Duration of the contracts / arrangements/transactions: As per terms of arrangement with the Company
Salient terms of the contracts or arrangements or transactions including the value, if any: Appointed as General Manager in the company at an remuneration amount not exceeding Rs. 40 Lakhs per annum 
[During the period under review, the remuneration paid was Rs. 8.33 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: No
Date(s) of approval by the Shareholder, if any: 29.01.2020
(19)
Name of Related Party: Mr. Aryaman Thakker
Relationship: Mr. Aryaman Thakker Son of Mr. Sanjay Thakker& Mrs. Ami Thakker
Nature of contracts / arrangements / transactions: Appointed as Associate Dir of the Company at office or place of profit in the company
Duration of the contracts / arrangements/transactions: As per terms of arrangement with the Company
Salient terms of the contracts or arrangements or transactions including the value, if any: Appointed as Associate Director in the company at an remuneration amount not exceeding Rs. 50 Lakhs per annum 
[During the period under review, the remuneration paid was Rs. 12.62 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: No
Date(s) of approval by the Shareholder, if any: 29.01.2020
(20)
Name of Related Party: Ms. Urvi Mody
Relationship: Ms. Urvi Mody, relative (sister) of Mrs. Ami Thakker, Director of the Company
Nature of contracts / arrangements / transactions: As per terms of arrangement with the Company
Duration of the contracts / arrangements/transactions: As per terms of arrangement with the Company
Salient terms of the contracts or arrangements or transactions including the value, if any: Appointed as business head in the company at an remuneration amount not exceeding Rs. 75 Lakhs per annum 
[During the period under review, the remuneration paid was Rs. 28.92 Lakhs]
Date(s) of approval by the Board, if any: 29.01.2020
Amount paid as advances, if any: No
Date(s) of approval by the Shareholder, if any: 29.01.2020
(21)
Name of Related Party: Mr. Paras Somani
Relationship: Director of the Company
Nature of contracts / arrangements / transactions: As per terms of arrangement with the Company
Duration of the contracts / arrangements/transactions: As per terms of arrangement with the Company
Salient terms of the contracts or arrangements or transactions including the value, if any: Sales of Goods, Spares and Services
[During the period under review, the amount of transaction was Rs. 0.23 Lakhs]
Date(s) of approval by the Board, if any: N.A.
Amount paid as advances, if any: Nil

On behalf of the Board of Directors
For Landmark Cars Private Limited



Sanjay Thakker Parasbhai Somani
Director Director
DIN: 00156093 DIN: 02742256
Date: 31st December, 2020
Place: Worli, Mumbai, Maharashtra

ANNEXURE –IV
ANNUAL REPORT ON CSR ACTIVITIES
A brief outline of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. The CSR policy of the Company is available on the Company’s website. The focus areas for CSR activities will be Environmental Sustainability, and such other activities as CSR Committee or Board may consider to be appropriate.

The Composition of the CSR Committee:
The CSR Committee of the Company comprises of following directors.
a) Mr. Sanjay Thakker - Chairman
b) Mrs. Ami Thakker - Member
c) Mr. Mayank Bajpai - Member

Average net profit of the company for last three financial years: Rs. 1402.30 Lakhs

Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) CSR expenditure is Rs.28.05 Lakhs. (2% of Rs. 1402.30 Lakhs)

Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year: Rs. 28.05 Lakhs
(b) Amount unspent, if any: 26.77 Lakhs
(c) Manner in which the amount spent during the financial year is detailed below: