Lancer Containers Lines Ltd Directors Report.
Your Directors have pleasure in presenting the 5th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2016.
1. Financial Statements and Results
The Companys financial performance for the year under review along with previous years figures is given hereunder:
|(Rs. in lakhs)|
|Revenue from operations||4312.85||3041.52|
|Profit Before Tax||77.33||67.31|
|Net Profit After Tax||55.02||46.08|
|Earnings Per Share||1.32||1.70|
|Earnings Per Share diluted||1.32||1.70|
2. Brief description of the Companys working during the year.
During the year under review your Company has reported total income of Rs.4314.28 lakhs for current year as compared to Rs.3042.13 lakhs.
Your directors do not recommend dividend for the financial year ended 31st March, 2016.
4. Transfer to Reserve and Surplus
The amount transferred to the reserve during the year ended 31st March, 2016 is Rs. 55.02 lakhs.
5. Conversion of Company
5.1 The Members of the Company, in their Extra-Ordinary General Meeting held on 15th June, 2015, had approved the conversion of the Company from Private Limited to Public Limited by deleting the "Private" word from the name of the Company. Consequently, the name of the Company was changed from "Lancer Container Lines Private Limited" to "Lancer Container Lines Limited". The name of the Company has been approved by the Registrar of Companies, Mumbai and the Company became Public Limited Company w.e.f 16th July, 2015.
5.2 Listing of Equity Shares of the Company.
Your directors are pleased to inform you that equity shares of the company has been listed on the SME platform of Bombay Stock Exchange Limited (BSE) on 13th April, 2016 under Scrip Code (539841).
6. Change in Capital
Increase in Authorized Share Capital
During the year under review, the Authorized Share Capital of the company was increased from Rs. 5,00,00,000/- (Rupees Five crores) divided into 50,00,000 (fifty lakhs) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 7,00,00,000/- (Rupees seven crores) divided into 70,00,000 (seventy lakhs) equity shares of Rs. 10/- (Rupees Ten) each, ranking Pari Passu with the existing equity shares and consequently CLAUSE V of Memorandum of Association was altered. The said increase in authorised share capital and Alteration of Memorandum of Association was approved by the Members in their Extra-Ordinary General Meeting held on 21st December, 2015.
7. Share Capital
The paid up equity capital as on 31st March, 2016 was Rs.416.94 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
8. Allotment of Shares
The Company has allotted 882,630 equity shares of Rs. 10/- each at Rs.10/-premium, of which 847,070 shares by way of rights issue and 35,560 shares by way of further issue.
Your company has been listed on the SME platform of Bombay Stock Exchange Limited (BSE) on 13th April, 2016 under Scrip Code (539841). Further to the same, your company has formed following Committees of the Board in accordance with Companies Act, 2013 and the Equity Listing Agreement:
> Audit Committee
The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. The Committee is assigned role, powers and responsibilities as provided under Clause 52 of the Equity Listing Agreement and Section 177 of the Companies Act, 2013.
> Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholders Grievances.
> Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Mr.Suresh Babu Sankara as Chairman and Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors performance.
10. Directors and Key Managerial Personnel
Mr. Fauzan Abdul Khalik Chataiwala, Mr. Harish Parameswaran and Mr. Vadakkath Sudhakaran Manesh was appointed as Additional Directors of the company and the resolution for regularising these appointments are part of the agenda of the current Annual General Meeting.
Mr.Deepak Sonar was appointed as a Chief Financial Officer w.e.f 1st April 2015. Ms. Nirali Dhiren Mehta has tendered her resignation and Ms. Anchal Gupta is appointed as company secretary and compliance officer w.e.f 1st August 2016.
11. Independent Directors
The Company has appointed Mr. Suresh Babu Sankara (DIN No. 02154784), Mr.Gajanand Harivilas Ruia (DIN.No. 07184834) and Ms. Vijayshri Anup Krishnan (DIN No. 07258233) as Independent Directors of the Company for a period of 5 years.
12. Initial Public Offer (IPO)
The Company obtained consent of Members in Extraordinary General Meeting dated 21st December, 2015 for making initial public offering not exceeding in aggregate Rs. 3 crores pursuant to Section 62(1)(c) of the Companies Act, 2013 (the "Act") and Companies (Prospectus and Allotment of Securities) Rules, 2014 and in accordance with the provisions of the Chapter X(B) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI ICDR Regulations").
13. Approval of BSE
The Company received an approval dated 23rd March, 2016 from BSE for listing of equity shares on the SME platform of Bombay Stock Exchange. The Public Issue was for 1,540,000 equity shares of face value of Rs. 10 each at an issue price of Rs. 12 per share (Share Premium Rs.2).
14. Internal Control and Its adequacy
Your company has adequate internal control systems and code of conduct, which is supplemented by regular management review, well documented policies and guidelines to ensure reliability of financial and all other records and to prepare financial statement and other data. The company has independent audit systems in place to monitor important functions and the audit committee of the board reviews the findings.
15. Corporate Social Responsibility [CSR]
The provisions of the CSR expenditure and Composition of Committee, as provided in the Section 135 of the Companies Act, 2013, are not applicable to the company. So report on Annual performance of CSR activities is not applicable to the Company.
16. Particulars of Employees
The Company does not have any employee whose particulars are required to be given pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect to employees of the company.
17. Number of Board Meeting conducted during the year under review.
The Company had conducted total 11 Board meetings on the following dates - 15.04.2015, 09.06.2015, 06.07.2015, 10.08.2015, 21.08.2015, 21.09.2015, 09.10.2015, 17.10.2015, 02.12.2015, 21.12.2016, 27.01.2016 during the financial year under review.
18. Statutory Auditors
SMD & COMPANY chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of this AGM and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for reappointment.
19. Auditors Report
The observation made in the Auditors Reports read with relevant notes thereon are selfexplanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
20. Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the board have appointed M/s. Geeta Canabar & Associates, Practicing Company Secretary as the Secretarial Auditors of the company. The report of the Secretarial Auditors is enclosed as Annexure I to this report. The report is self-explanatory and do not call for any further comments.
21. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at www.lancermarine.in under investors>>policy documents>>Vigil Mechanism Policy link.
22. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report is enclosed as Annexure II.
23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There have been no material changes occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report.
24. 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 has been no material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
During the year, the Company has not accepted any deposits under the Companies Act, 2013.
26. Particulars of loans, guarantees or investments under section 186.
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.
27. Particulars of contracts or arrangements with related parties
There are no related parties as per Companies Act 2013, hence there is no related party contracts or arrangement entered during the year.
28. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
29. Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report as Annexure III for the year ended 31st March, 2016.
30. Board evaluation
In compliance with the provisions of Companies Act, 2013 and listing compliances, the Board carried out at 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, interpersonal skills, submissions done by the director in varied disciplines related to the companys business etc.
31. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the companys office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
The company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up committee for implementation of said policy. During the year company has not received any complaint of harassment.
32. Conservation of energy, technology absorption and foreign exchange earnings and outgo
> Conservation of Energy
No specific investment has been made in reduction in energy consumption.
> Technology Absorption
As the company has not acquired any technology, the point of absorption of technology does not apply to the company.
> Foreign Exchange Earning and Outgo
During the period under review the foreign exchange earnings and outflow were as follows:
1) Earnings: USD 649,914
2) Outflow: USD 1,836,270
33. Human Resources
Your company treats its human resources as one of its most important assets. Your company continuously invests in attraction, retention and development of talent on an ongoing basis. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.
34. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, shall 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 this act 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
(f) 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.
Your Company and its directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives, Financial Institution and Central and State Governments for their continuous co-operation and assistance.
|Place: Mumbai||By order of the Board of Directors|
|Date: 19th August, 2016||Sd/-|
|Abdul Khalik Chataiwala|
|DIN Number - 01942246|