DIRECTORS’ REPORT

TO

THE MEMBERS

The Directors are pleased to present the 42^th Annual Report together with the Audited Statement of Accounts for that year. ended March 31, 2018.

FINANCIAL RESULTS

ACTIVITIES

Your Company is engaged in the business of real estate development, and providing advisory and consultancy services. Your Company continues to provide advisory services to overseas investors from the year 2009 onwards .The Company received Rs. 1,75,38, 597/ - as income from advisory services in the current year as against Rs. 2,52,70,272/- in the previous year. The profit after tax has been Rs. 52,55,873 /- against Rs.85,17,465/- in the previous year.

No material changes and developments have taken place since the close of the Financial Year.

DIVIDEND

In view of inadequate profits, your Directors do not recommend payment of any dividend.

BUSINESS OUTLOOK

Your Company's advances to Ansal Landmark Townships Private Limited were transferred to Ansal Landmark ( Karnal ) Township Private Limited which had been set up to run the Karnal Project in terms of Business Transfer Agreement dated 2^nd April, 2012 signed by the Company with Ansal Landmark ( Karnal ) Township Private Limited. The Company became entitled to allotment of Plots , Flats in Group Housing / commercial property in the residential townships at Ghaziabad and at Karnal. Your Company has still a balance advance of Rs, 35,45,91,040/. recoverable / adjustable Further allotments from Ansal Landmark ( Karnal ) Township Private Limited are expected.

The real estate maket continues to be subdued / sluggish , pan India .However all efforts are being made to sell the stock of plots /flats in the Company's inventory.

DIRECTORS

Shri H L Agarwal ( DIN 00767195), Director of the Company, retires by rotation at the ensuing 42 nd Annual General Meeting. Being eligible and having consented, the Board recommends his re- appointment. A detailed profile of Shri H L Agarwal , alongwith additional information required under Regulation 36(3) of SEBI ( LDOR) Regulations is provided in the Notice convening the 42nd Annual General Meeting.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

The Board currently comprise of 3 Non Executive Independent Directors viz: Shri G B Rao , Shri H. C. Dua and J. K. Kapur , nearing 75 or above 75 years of age , proposal is being put before the Members to accord their consent by way of Special Resolution to continue their directorships in the company for their remaining tenure expiring on i.e. September 30, 2019, September 30, 2019 and September 30, 2020 respectively.

Each of these Directors have all along been making useful, forward looking and valuable contribution to the governance aspects and business of the Company at the meeting of the Board and Committees over these years and their continuance would be in the interest of the company.

KEY MANAGERIAL PERSONNEL

The appointment of Shri Gaurav Dalmia, Managing Director, Shri Rajeev Kumar Nair , Chief Financial Officer and Shri Suresh Kumar Chawla. Company Secretary as Key Managerial Persons was noted at the Board Meeting and requisite forms were filed in time . There has not been any change since then.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors were apprized with the following well in advance -

1.Roles, rights, powers and responsibilities

2. The Companies Amendment Act, 2013 INDUSTRY AND BUSINESS MODEL

The Directors were apprised / given insights into the Company's activities , business model, the Industry, the socio-economic environment in which the Company operates, the operational and financial performance of the Company and significant developments in the legal framework so that they are able to take well informed and timely decisions.

Each Director was given complete access to all information relating to the company. Independent Directors freely interacted with the Company's management. They were given all the documents sought by them for enabling a good understanding of the Company, its various operations and the Industry segments of which it is a part.

REPORT

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually, as well as the evaluation of the working of all its Committees. Criteria for Performance Evaluation is given in Annexure “E.”

Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is given in Annexure “D”

BOARD MEETINGS

During the year four Board Meetings were convened and held. The details of the same are given in the Corporate Governance Report annexed hereto . The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMMITEE

The composition and other details of the Audit Committee are given in the Corporate Governance Report annexed hereto.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

RELATED PARTY POLICY AND TRANSACTIONS:

The company has framed a Related Party Transactions Policy on the recommendation of the Audit Committee and approval by the Board of Directors. This is posted on the Company's web site.

All related party transactions were approved by the shareholders through three separate Special Resolutions at their Annual General Meeting held on September 30, 2014.One approval out of these three Resolutions pertaining to transaction of payment of rent and taxes paid by the Company to Astir Properties Private limited (APPL) expired on 30^th August, 2016 and was renewed afresh for a period of next three years from September 1, 2016 at the AGM held on September 30, 2016 . The details of these transactions are given in the Corporate Governance Report annexed hereto .

MANAGERIAL REMUNERATION

The details of managerial remuneration are given in form MGT-9 which is annexed herewith as “ Annexure C”.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Directors on the Board of Directors of the Company and also to Senior Management Personnel

The Code has been posted on the Company's website www.landmarkproperty.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the senior management personnel in their business dealings and in particular on matters relating to integrity in the work place,in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed their compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil (Whistle Blower) Policy which aims to provide a channel to the Directors, employees and other stakeholders to report genuine concerns about unethical behavior, actual or suspected default or violation of codes of conduct or policy

Shri GB. Rao, Independent Director and the Chairman of the Audit Committee, has been approved to head the Vigil Mechanism and to do the needful in that regard.

The said Vigil Mechanism shall provide safeguards against victimization of Director(s) / Employee (s) who availed of the Mechanism and also to provide for direct access to the Chairman of the Audit Committee in exceptional circumstances.

The said Vigil Mechanism is being overseen by the Audit Committee.

The Policy has been posted on the Company's website www.landmarkproperty.in

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company has, in all material respects, an adequate internal financial controls systems and such internal financial controls are operating effectively.

The company has entrusted its internal audit to M/s M.L. Puri & Company, a reputed firm of Chartered Accountants. The main thrust of the internal audit process is on the test and review of controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board, from time to time.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The Auditors' Report does not contain any modified opinion or qualifications and the observations and comments given in the Report read together with relevant notes to accounts are self -explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from a Company Secretary in Practice. The Secretarial Audit report is annexed herewith as “Annexure B”

AUDITORS

Members of the Company at the 41st Annual General Meeting held on September 28, 2017, approved the appointment of M/s S.C. Vasudeva

& Co., Chartered Accountants ( FRN -000235N) as the Statutory Auditors of the Company to hold office for a term of 5 ( five ) years from the conclusion of the 41^st AGM up the conclusion of the 46^th AGM of the Company.

M/s S C V & Co.LLP(previously SC Vasudeva & Co.) have confirmed that their appointment , if made , would be within the limits specified Section 141(3) (g) of the Act and that they are not disqualified to be reappointed as the Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors)Rules, 2014

As required under Regulation 33(1) (d) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, M/s S C V & Co. LLP have confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “ Annexure C”.

RISK MANAGEMENT:

The Company has a Risk Management Policy to identify, monitor and minimize risks as also identify business opportunities.

At present the Company has not identified any element of risk which may threaten the existence of the company.

CORPORATE GOVERNANCE

The Corporate Governance Report, which forms an integral part of this Report, is set out as separate Annexure A, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has given secured loans of Rs. 400 lakhs and Rs. 150 Lakhs to Saya Buildcon Consortium Pvt Ltd @ 18% compounded monthly and 19% compounded monthly respectively.

The Company has not given any guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of the investments made by company are given in the notes to the financial statements.

PARTICULARS OF EMPLOYEES:

There were no employees receiving remuneration in excess of prescribed limits

PARTICULARS REGARDING CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars required to be disclosed in terms of Section 134 (3) ( m) are not applicable to the Company. Foreign Exchange Earned : Advisory Services : Rs. 1,75,38,597/- and Foreign Exchange Outgo : Rs. Nil

DEPOSITS

During the year under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIIBLITY

Section 135 (1) of the Companies Act, 2013 is not applicable to the Company for the time being. Your Company, however, still intends to take some initiatives on its own in this behalf wherever possible.

UNCLAIMED DIVIDEND

The dividend remaining unclaimed for a period of seven years is compulsorily required to be deposited in Investor Education and Protection Fund (IEPF) .

Your Company has unclaimed dividend amount of Rs. 1,45,749/- as on 31^st March, 2018 for the year 2012-13 , as declared at the Annual General Meeting held on September 30, 2013 and the due date for transfer of unclaimed dividend amount to IEPF Account is November 1, 2020.

Your Company has also unclaimed dividend amount of Rs. 1,94,371/- as on 31^st March, 2018 for the year 2013-14 , as declared at the Annual General Meeting held on September 30, 2014 and the due date of unclaimed dividend amount for transfer to IEPF Account is November 1, 2021

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the support received from the Government Authorities, Institutions and Members.

Your Directors also wish to place on record their appreciation for the contribution made by the employees at all levels. Your Directors also wish to thank the Company's business associates and banks for their continued support and for the faith reposed by them in the Company.

For and on behalf of the Board

Gaurav Dalmia

Chairperson

Place : New Delhi

Dated : 21-05-2018