lancer containe Directors report

To,

The Members,

Lancer Container Lines Limited

It is our pleasure to present the 12^th Annual Report (8^th AGM - Post IPO) on the operations of the Company and the accounts for the Financial Year ended March 31, 2023. The PDF Version is also available on the Companys website https://www.lancerline.eom/investor-relations.php#tp1-1

1. Financial Statements and Results

The Companys financial performance for the year under review along with previous years figures is given here under:

(Amount in Rs. Lakh.)

	Standalone		Consolidated
Particulars	Current Year 2022-23	Previous Year 2021-22	Current Year 2022-23	Previous Year 2021-22
Revenue from Operations	68170.03	59531.95	83717.29	64150.29
Other Income	1108.57	203.04	837.82	180.00
Total income	69278.60	59735.00	84555.11	64330.28
Expenses	63866.27	56005.12	77674.69	60343.34
Profit Before Tax	5412.33	3729.88	6880.42	3986.95
Net Profit After Tax	3998.89	2711.01	5373.70	2895.27
Earning Per Share (Diluted)	6.22	4.50	8.14	4.80
Earnings per Share (Basic) #	6.62	4.50	8.89	4.80

# EPS numbers are in actuals.

1.1 Brief description of the Companys working during the year on Standalone basis.

During the year under review your Company has reported Standalone total income of 69278.60 Lakh compared to the previous year income of 59735.00 Lakh., registering a growth of 15.97%. Net profit after tax is at Rs.3998.89 Lakh compared to previous year net profit after tax of 2711.01 Lakh. registering a far better growth of 47.47% over the previous year. The financial parameters of the company are as listed under: -

> Revenues at Rs.68170.03 Lakh, up 14.51 % YoY.

> EBIDTA Rs.711.2 Lakh up by 50.80 % despite higher operating expenses.

> PAT at Rs.3998.89 Lakh, up 47.47 % YoY.

1.2 Brief description of the Companys working during the year on Consolidated basis

During the year under review your Company has reported consolidated total income of Rs.84,555.11 Lakh compared to the previous year income of 6430.28 Lakh, registering a growth of 31.43 % Net profit after tax is at Rs.5373.70 Lakh compared to previous year net profit after tax of Rs.2895.27 Lakh. registering a far better growth of 85.59 % over the previous year. The financial parameters of the company are as listed under: -

> Revenues at Rs.83717.29 Lakh, up 30.50 % YoY.

> EBIDTA Rs.8960.07 Lakh up by 79.16 % despite higher operating expenses.

> PAT at Rs.5373.70 Lakh, up 85.59 % YoY.

2. Transfer to Reserve

The Net Profit after tax of Rs.5373.70 Lakh for the FY 22-23 have been retained in the Profit and Loss Account.

3. Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

4. Business Expansions & New Projects

Business Expansions and new projects detailed information is covered in the report on Management Discussion and Analysis.

5. Change in capital Structure

The Shareholders has approved at its Extra Ordinary-General Meeting for the FY 2022-23 which was held on 5thDecember 2022, for alteration of the Capital Clause in the Memorandum of Association of the Company and Split/Sub-Division of Ordinary Shares of the Company from Face Value of Rs.10/- each to Face Value of Rs.5/- each with a view to rewarding the existing shareholders and encouraging the participation of small investors by increasing the liquidity of the Equity Shares and to expand the retail shareholders base.

Further, The Board of Directors of the Company at their meeting held on 14 th February 2023, has considered and approved the allotment of 12,72,000 Equity shares of face Value of Rs.5/- each at an Issue Price of Rs.125/- each (including premium of Rs.120/- each) amounting to Rs.15,90,00,000/- upon conversion of 20 Foreign Currency Convertible Bonds ("FCCBs") as per the Conversion Notice received from the bondholders in accordance with the terms of the FCCBs set out in Offering Memorandum dated 12th August, 2022 and same has been listed on the Bombay Stock Exchange on 13th March, 2023.

Consequent to the aforesaid allotment of Equity Shares; the paid-up equity capital of the Company has increased from Rs.30,14,11,200/- consisting of 6,02,82,240 Equity Shares of Rs.5/- each to Rs.30,77,71,200/- consisting of 6,15,54,240 Equity Shares of Rs.5/- each.

6. Disclosures under the Companies Act, 2013 and Listing Regulations

6.1 Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT - 7 for the FY 2022-23 can be accessed at our website www. lancerline.com under Investor relations ^Annual Report.

6.2 Committee

> 6.1.1 Audit Committee

The Audit Committee comprises Suresh Babu Sankara as Chairman, Narayanan M Variyam, Praful Jain and Ameeta Ramesh as the members. The Committee is assigned role, powers and responsibilities as provided under Regulation 18 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 Agreement and Section 177 of the Companies Act, 2013. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year under review, 4 (Four) Audit Committee meetings were held on May 20,2022; August 9, 2022, November 7,2022 and February 13, 2023.

> 6.1.2 Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Suresh Babu Sankara as Chairman, Narayanan M Variyam and Ameeta Ramesh as the members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholders Grievances. During the year under review, 1 (One) meeting of Stakeholders Relationship Committee was held on October 28, 2022.

> 6.1.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Suresh Babu Sankara as Chairman and Narayanan M Variyam and Ameeta Ramesh as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors performance. During the year under review, 1 (one) meeting of Nomination and Remuneration Committee was held on August 9, 2022.

> 6.1.4 Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Abdul Khalik Chataiwala as Chairman, Praful Jain, Narayanan Moolanghat Variyam and Suresh Babu Sankara as members.

As mandated under Section 135 of the Companies Act, 2013 the Company was required to spend towards CSR activities in the FY 2022-23 an amount of Rs.40,15,201/-The details of the expenditure are mentioned is CSR report annexed to the report. During the year under review, 1 (One) meeting of Corporate Social Responsibility Committee was held on February 13, 2023

> 6.1.5 Independent Directors Meeting

As required under Clause 8 (1) of Schedule 4 to the Companies Act 2013, a meeting of the Independent Directors

without the attendance of Non-Independent Directors and the members of the management was held on February 13, 2023.

6.3 Board Meetings

The Board of Directors met 9 times during the year as follows: -

Sl. No. Date of Meeting	Board Strength	No. of Directors Present
1 20.05.2022	6	6
2 03.08.2022	6	4
3 09.08.2022	6	6
4 30.08.2022	7	5
5 27.09.2022	7	4
6 28.10.2022	7	6
7 07.11.2022	6	5
8 13.02.2023	6	6
9 14.02.2023	6	3

6.4 Details of Directors and Key Managerial Personnel

The Board of Directors & Key Managerial Personnel as on 31^st March, 2023 comprised of the followings: -

Sr. Name of Directors & Key Managerial No. Personnel	DIN/PAN	Category cum designation	No. of shares held as on March 31, 2023
1 Abdul Khalik Abdul Kadar Chataiwala	01942246	Chairman & Managing Director	2,55,92,012
2 Suresh Babu Sankara	02154784	Non-Executive - Independent Director	Nil
3 Ameeta Ramesh	03368136	Non-Executive - Independent Director	Nil
4 Narayanan Moolanghat Variyam	08109682	Non-Executive - Independent Director	Nil
5 Narayanan Kutty Parakattil	AUAPP4209J	Chief Executive Officer	48
6 Amol Mohan Shirke	08681663	Whole-Time Director	Nil
7 Praful Jain	08000808	Whole-Time Director	Nil
8 Ranjana Sandeep Shinde	AIGPG1277P	Chief Financial Officer	770
9 Mahendra Gupta	ABVPG1171E	Company Secretary and Compliance Officer	01
10 Archana Chandrakant Indulkar	AEZPI4694B	Company Secretary and compliance officer	Nil

Note: - Changes in Directors & Key Managerial Personnel.

• Mrs. Archana Indulkar Resigned as a Company Secretary and Compliance Officer of the Company w.e.F. July 13, 2022 and in her place, Mr. Mahendra Gupta was appointed as a Company Secretary and Compliance Officer of the company w.e.f 9^th August 2022.

• Mrs. Ranjana Sandeep Shinde, appointed as an Additional Director with effect from 9^th August 2022. On 30^th September 2022, her designation has changed from Additional Director to Director-Non-Executive. She has resigned from the said position on 1^st December 2022 for the sake of good corporate governance practice. She has been continuing her duties as a Chief Financial Officer of the Company

6.5 Related Party Transactions:

All related party transactions that were entered into during FY 2022-23 were on an arms length basis and were in the ordinary course of business and disclosed in the financial Statements. There were no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable. The Directors draw attention of the members to notes to Financial Statements which sets out related party disclosures.

All Related Party transaction are uploaded on Companys website and same has been intimated to Stock exchange for period ended March 31, 2023 and the link for the same is below:

> Company Website:

RPT Policy Link for Reference, mentioned below-

https://www.lancerline.com/uploads/investor/08434e8bae6db4a08456d349171e243e.pdf

RPT PDF file Link till 31^st March 2023, mentioned below- RPT PDF file Link till 31^st March 2023, mentioned below> Bombay Stock Exchange Website link mentioned below:

https://www.lancerline.com/uploads/investor/c9db0aa3dab1de33c1b79e06804f52b4.pdf

6.6 Policy on Sexual Harassment of Women at Workplace

There was no case filed during the year, under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employees. Further your Company has complied with constitution of Internal Complaint Committee.

6.7 Corporate Governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on corporate governance, along with a certificate From the statutory auditors confirming compliance is annexed and forms part of the Annual Report.

6.8 Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by Internal Auditor of the company "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN - 141940W" an independent firm and periodical review by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

6.9 Risk Management.

The Risk Management Policy with reference to Section 134 (3) (n) and Section 177 (4) (vii) of the Companies Act, 2013, the guidelines prescribed for risk management committee is not applicable to the Company. Nevertheless, the Company does assess the various risks faced by it in its various areas of operations and mitigates them from time to time.

6.10 Prevention from Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulation, 2015. The same has been placed on the website of the company https://www.lancerline.com/ investor-relations#tp1-7 . All the Directors, senior Management employees and other employees who have access to the Unpublished Price Sensitive Information of the Company are governed by this Code. During the year Under Report, there has been compliance with the said code of conduct for prevention of Insider Trading.

6.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015)

For the purpose of comply with the PIT regulation & In the interest of general public, fair trading in securities markets and to prohibit insider trading in corporates and other organizations, Securities and Exchange Board of India (SEBI) has enacted SEBI (Prohibition of Insider Trading) Regulations, 2015,(hereafter referred to as "PIT regulations") which sets clear rules and procedures for dealing in securities by the Promoters, Directors, Key Managerial Personnel (KMP) and other Designated Persons those who have access to Unpublished Price Sensitive Information(UPSI - information which is not published, but which may affect the share price when it gets published) in an Organisation, We are aware of the compliance requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations)

and certify that) :

S.No. Compliance Requirement	Yes/No	Observation/Remark
1 The Company has a Structured Digital Database in place	Yes	The company has its structured Digital Database
2 Control exists as to who can access the SDD	Yes	The absolute control exists as the user name & Password is captured by the system
3 All the UPSI disseminated in every quarter for FY 22-23 have been captured in the Database	Yes	All the UPSI disseminated in every quarter for FY 22-23 have been captured in the Database
4 The system has captured nature of UPSI along with date and time	Yes	We have captured the nature of UPSI along with date and time
5 The database has been maintained internally and an audit trail is maintained	Yes	The database has been maintained internally on audit trail exists
6 The database is non-tamperable and has the capability to maintain the records for 8 years.	Yes	The database is non-temperable

7. Managing the Risks of Fraud, Corruption and Unethical Business Practices

7.1 Vigil Mechanism/Whistle-Blower Policy

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed "Vigil Mechanism" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Companys code of conduct and ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lancerline.com under https://lancerline.com/uploads/ investor/683b5d66339902b17675e26bb3d23cb7.pdf

7.2 Code of Conduct

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code are given in the Corporate Governance Report

8. Board of the Directors & Key Managerial Personnel

8.1 Retirement by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association of the Company, Mr. Praful Jain (DIN: -08000808), Whole time Executive Director of the Company is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for re-appointment. The Board recommends their re-appointment.

More details about the directors are either given in the Corporate Governance Report or in the Notice of the ensuring Annual General Meeting being sent to the shareholders along with the Annual report.

8.2 Key Managerial Personnel

Mr. Narayanan Kutty, Chief Executive Officer (CEO), Mrs. Ranjana Shinde, Chief Financial Officer (CFO) and Mr. Mahendra Gupta, Company Secretary (CS) are the Key Managerial Personnel of the Company as on 31^st March, 2023.

During the year under review, there were some changes in the Key Managerial Personnel of the Company: -

1. Mrs Archana Indulkar Resigned as a Company Secretary and Compliance Officer of the company w.e.f. July 13, 2022 and in her place, Mr. Mahendra Gupta was appointed as a New Company Secretary and Compliance Officer of the company w.e.f 9^th August 2022.

8.3 Declaration of Independent Directors:

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as required pursuant to section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations. This section requires companies to have at least one-third of the total number of Directors as Independent Director and the Company complies with this requirement. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The profile of the Independent Directors forms part of the Corporate Governance Report in the Boards opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

8.4 Board Evaluation:

In compliance with the provisions of Companies Act, 2013 and listing compliances, the Board carried out an annual

evaluation of its own performance and individual Directors. It also evaluated the performance of its committees. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, performance, inter-personal skills, submissions done by the Director in varied disciplines related to the Companys business.

8.5 Remuneration policy and criteria For selection of candidates For appointment as Directors, key managerial personnel and senior leadership positions.

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of Directors while making a selection of the candidates. The above policy along with the criteria for selection is available at the website of the Company at https://www.lancerline.com/investor-relations#tp1-7

8.6 Internal Financial Controls

The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 Lines of Defense which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Companys internal financial controls are adequate and are operating effectively as intended

9. Auditors & Auditors Report

9.1 A) Statutory Auditor

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, were appointed as the Statutory Auditor of the Company to hold office from the conclusion of 11th Annual General Meeting held on 30th September 2022 till the conclusion of the 16th Annual General Meeting and at a remuneration as may be mutually agreed to, between the Board of Directors and M/ s. Praneti Yadav & Co, plus applicable taxes, out-of-pocket expenses, travelling and other expenses.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

b) Auditors Reports and Comments thereon

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, Chartered Accountants is the Statutory Auditor for the year under review. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation.

9.2 A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with regulation 24A of SEBI LODR regulations 2015 as amended from time- to-time M/s. Geeta Canabar & Associates (M No. 8702), Company Secretaries in practice, have been appointed to undertake the Secretarial Audit of the Company.

b) Secretarial Audit Reports and Comments Thereon

There are no qualifications or adverse remarks in the Secretarial Auditors Report, which require any clarification/ explanation from board of directors or Companys management. The Report of the Secretarial Auditor is annexed to the Boards Report as Annexure I.

As required under SEBI LODR Regulations 2015, a compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed herewith, (Annexure II).

9.3 Cost Auditor

The Company is not required to appoint Cost Auditor as it does not fall within the purview of Section 148 of the Companies Act, 2013 and rules made thereunder and hence it is not required to conduct Cost Audit.

9.4 Internal Auditor

The Company has appointed "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN - 141940W"as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company

9.5 Reporting of Fraud

The Auditors of the Company have not reported any Fraud as specified under section 143(12) of the Companies Act, 2013.

10. Director Responsibility Statement

The Directors Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, state that?

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

(b) 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;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) With respect to section 134(3) (ca) there were no frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

(f) 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.

(g) 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.

11. Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company secretaries of India on Board Meetings and Annual General Meetings.

12. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future. We however bring to the attention of the members, matters which are in the nature of disputes & their associated claims. For all the below stated matters the company has or is in the process of refuting the incorrect and invalid claims.

Annexure- 1

S. No Name of Parties	Court	Amount Claimed	Subject/Allegation	Remarks
1 Banaras Glasses Pvt. Ltd Versus Lancer Container Lines Private Limited	72- Additional Civil Judge SD Court No. 42, Lucknow	Rs. 27,41,652	R.S 335/2018 Port of destination code wrongly filed in IGM ICD Chakeri instead of ICD JRY.	Next date of hearing is 21/08/2023. W/S not yet filed
2 Rahul Goyal (Swan International) Versus Lancer Container lines	District and Sessions Judge, South-east, Saket	Rs 6,06,320	CS. (Comm) 511/2019 Cargo wet leakage in roof top	Filing an appeal against the order
3 Lancer container Lines Versus M/S. Bharath Agro Foods and Others	Before Honorable District Legal services Authority Thoothukudi	Rs. 5,14,836.10	50/2021 for recovery of due amount 50/2021 for recovery of due amount from customer	Kept for ex-part Order
4 Lancer Container Lines Versus Salient Container Lines	3rd Jt. Civil Judge, S.D. Panvel	Rs. 17,54,646.82	SPL C.S./27/2023 Recovery Suit	17/08/2023 next date of hearing. Awaiting Notice
5 Lancer Container Line Versus Shiv Metal Corporation & Others	Appellate Tribunal of the Customs, Ahmedabad	Rs. 4,80,000	Penalty Imposed Under sec 112(a), 114AA, 117	Date taken to remove all defects in appeal
6 Lancer Container Line Versus Royal Glass House	Civil Court Junior Division, Vashi	2,86,010.54	Sec 138 of Negotiable Instrument Act	Closed on 10-062022

DETAILS OF CASES DISPOSED OFF

S. No Name Of Parties	Court	Amount Claimed	Subject/Allegation	Remarks
1 Lancer Container Lines Limited Versus SAF India Glass LLP	Metropolitan Magistrate	Rs. 18,55,306	Cheque Dishonor with the reason Payment Stopped By Drawer	Case Disposed on 19th September, 2022
2 Vardhaman Wires and Polymers Limited Versus Lancer Container Lines Limited	4th Joint Civil Judge Senior Division, Thane	Rs. 42,00,000	Wet and damaged Cargo because of mishandling consignment	Case Disposed on 26th April, 2023
3 M/S Structural Insulation and Glazing Company Pvt. Ltd. Versus Lancer container Lines Limited	Civil Judge Senior Division	Rs. 22,35,670	Mandatory Injunction and Recovery of damages	Case disposed on 22nd November, 2021
4 Lancer Container Lines Limited Versus M/s Apocalypse Steel Pvt. Ltd.	Judicial Magistrate at Burdwan	Container Recovery only, no amount involved	Under section 156(3) of the Code of Criminal Procedure for treating the compliant as FIR for the offences committed under IPC, 1860	All 9 Containers were released from ICD on26th June, 2023

13. Details of Application /Any Proceeding Pending under the Insolvency and Bankruptcy Code 2016

Neither any application was made nor any proceeding pending under the insolvency and Bankruptcy Code 2016

14. Details of Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from Banks or financial institutions along with the reasons thereof

Company has paid all the outstanding dues against loan from bank and financial institutions within the due date in the previous year or any of the past year, as company has not done one time settlement during the year under review hence this is not applicable in our case for FY 22-23.

15. Particulars of loans, guarantees or investments under Section 186 of Companies Act:

The Company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year which falls under the definition of Section 186.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

a) Conservation of Energy

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this initiative. Adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy at the offices of the Company.

b) Technology Absorption

The Company continues to integrate the latest proficient technology, innovations and improvement as introduced. The Company has invested significant resources in technological capabilities and has developed a scalable technology system. Your Company has rolled out EBMS system to keep a track of end-to-end delivery of services to the client.

c) Foreign Exchange Earning and Outgo

During the period under review the foreign exchange earnings and outflow were as follows:

> Foreign Exchange Earnings: $ 1,42,00,822.65

> Foreign Exchange Outflow: $ 1,05,09,991.82

17. Disclosure required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

1. Ratio of the remuneration of each Director to the median remuneration of the employees for the FY 2022-23 and percentage change in the remuneration of each Director in the FY 2022-23:

Name of the Director	Designation	Ratio of remuneration of the Director to the median remuneration	% increase in Remuneration
Abdul Khalik Chataiwala	Chairman & Managing Director	47.81	33.33
Praful Jain	Executive Director	11.95	43.43
Amol Mohan Shirke	Executive Director	10.26	30.37

2. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer and Company Secretary in the FY 2022-23: -

Name	Designation	% Increase in Remuneration
Ranjana Sandeep Shinde	Chief Financial Officer	10.31
Narayanan Kutty Parakattil	Chief Executive Officer	6.53
Archana Chandrakant Indulkar	Company Secretary and Compliance Officer	NA
Mahendra Gupta	Company Secretary and Compliance Officer	NA

Note:

• Archana Chandrakant Indulkar resigned as Company Secretary with effect from 13th July, 2022 in her place, Mr. Mahendra Gupta was appointed as a Company Secretary and Compliance Officer of the company w.e.f 9 th August 2022.

3. There were 231 permanent employees on payroll of the Company at the end of the FY 2022-23. As compared to previous year, total salary is increased by 28.20% (Including KMPs), KMPs salary increased by 25.23% & other employees salary increased by 28.81 salary excluding KMPs.

4. The median remuneration of employees of the Company decreased by 14.16 % in the FY 2022 - 23 compared to the median in FY 2021-22.

5. The increment given to each individual employee is based on the employees potential, experience as also their performance and contribution to the Companys progress over a period of time and also as per market trend.

6. Average percentile change in the salaries of employees other than managerial personnel in the 2022-23 decreased by 11.66% in comparison to last year and the percentile change in the managerial remuneration increased by 7.33% in 2022-23.

7. Affirmation: Remuneration paid to Directors, KMP and other employees is as per the remuneration policy of the Company.

Disclosure required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows: -

Sr. Name No.	Designation	Monthly Remuneration	Nature of Employment	Educational Qualification	Experience	Date of Joining	Age of Employee	Previous Employment	Equity Shares	Whether employee
		(Amount in Rs)							Held (in%)	is related to the Director
1 Abdul Khalik Chataiwala	Chairman & Managing Director	10,00,000	Permanent	MBA	33 Years	07-03-2011	59 years	NA	41.58	-
2 Amol Mohan Shirke	Whole Time Director	2,14,620	Permanent	B. Com	19 years	13.06.2016	40 Years	Ceyline Logistics	0.00	-
3 PrafulJain	Whole Time Director	2,50,000	Permanent	MBA	17 Years	01.11.2019	37 Years	Reliance	0.00	-
4 Nagender Vashishth	Branch Head	2,00,111	Permanent	MBA (International Marketing)	18 Years	11-11-2014	41 Years	Hub link Shipping	0.00	-
5 Probodh Kumar R.	Director-	1,86,768	Permanent	B.Sc.	30 years	16-09-2019	54 years	Radiant Maritime	0.00	-
6 Shyam Gangaram Lalwani	Director- Gujrat Region	1,63,192	Permanent	B. Com	14 years	01-05-2012	39 years	Radiant Maritime	0.00	-
7 Ranjana S. Shinde	CFO	1,60,550	Permanent	M.Com (GDCA)	20 Years	05.07.2019	48 Years	New Globe logistics LLP	0.00	-
8 NidhiSawant	Trade Lane Manager	1,49,361	Permanent	Diploma in Business Management, Diploma in Software Engineering, GNIIT, MBA in International Business, ICFAI	22	06-04-2022	43 Years	Worldwide Shipping
9 Shaiju Sasikumar	Director	1,45,000	Permanent	Diploma in Exim Trade	22	01-07-2019	43 Years	CHA Company	-
10 Prabhish Sukumaran	Director	1,22,800	Permanent	MBA (Foreign Trade)	19	01-07-2019	47 Years	Maersk	-

CONTAINER LINES LTD.

19. Deposits:

During the year, the Company has not accepted any deposits under Chapter V - Acceptance of Deposits by Companies under the Companies Act, 2013.

20. Subsidiary, Associate and Joint venture

As per the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Companys subsidiaries and Joint ventures in Form AOC-1 is attached to the financial statements of the Company (AOC-1 added as an annexure to the director report).

21. Equal Opportunity Employer

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex.

22. Appreciations & Acknowledgements

The Company wishes to thank its investors, banking community, rating agencies and stock exchanges for their support. The Company would like to take this opportunity to express sincere thanks to all its valued customers, vendors, agents and suppliers for their continued support and patronage. The Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative has made the organizations growth and success possible and continue to drive its progress. Finally, the Board of Directors wish to express their gratitude to the members for their trust and support.

And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

	For and on behalf of the Board of Directors
	Lancer Container Lines Limited
	Sd/- A. K. Chataiwala
Place: Navi Mumbai Date: August 10, 2023	Chairman & Managing Director (DIN: - 01942246)