Lancer Containers Lines Ltd Directors Report

To, The Members,

Lancer Container Lines Limited

It is with great pleasure that we present to you the 13th Annual Report of Lancer Container Lines Limited, marking the conclusion of the Financial Year ended March 31, 2024. This report encapsulates the Companys operational performance and financial accounts since our successful Initial Public Offering (IPO). The PDF Version is also available on the Companys website: https://lancerline.com/investor-relations#tp1-2

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 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	44,633.92	68,170.03	63,340.99	83,717.29
Other Income	1,313.47	1,108.57	1,343.44	837.84
Total income	45,947.40	69,278.60	64,684.43	84,555.13
Expenses	42,433.05	63,866.27	57,719.02	77,674.71
Profit Before Tax	3,514.35	5,412.33	6,965.41	6,880.41
Net Profit After Tax	2,513.40	3,998.89	5,836.62	5,373.70
Earning Per Share (Diluted)	1.21	1.99	2.70	2.61
Earnings per Share (Basic)	1.14	1.88	2.65	2.53

# EPS numbers are in actuals.

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

During the year under review, we would like to draw your attention to the financial performance of our Company. Our Standalone total income for the year amounted to Rs 45,947.40 Lakh, a decrease of 33.67% from Rs 69,278.60 Lakh in the previous year. Similarly, our Net Profit After Tax (PAT) stood at Rs 2,513.40 Lakh, compared to Rs 3,998.89 Lakh in the previous year, reflecting a deflation of 37.15% The primary factor contributing to this decline has been the reduction in freight rates, which has significantly impacted both our revenue and PAT. We are actively working on strategies to address these issues and aim to enhance our financial performance in the coming periods. The financial parameters of the Company are as listed under: - Revenues at Rs 44,633.92 Lakh, declined by 34.53% YoY.

EBIDTA Rs.4983.71 Lakh declined by 29.93 % due to higher operating expenses. PAT at Rs. 2,513.40 Lakh, declined by 37.15 % YoY.

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

We are pleased to present the consolidated financial performance of your Company for the year under review. Our consolidated total income for the year amounted to Rs. 64,684.43 Lakh, reflecting a decrease from Rs. 84,555.13 Lakh in the previous year. This represents a deflation of 23.50%, primarily due to a reduction in sales volume attributed to decreased freight rates. Despite these challenges and the prevailing economic environment, we are pleased to report that our Net Profit After Tax (PAT) stood at Rs. 5,836.62 Lakh, compared to Rs. 5,373.70 Lakh in the previous year. This signifies a commendable growth of 8.61%, highlighting our ability to enhance profitability even under difficult conditions.

The financial parameters of the Company are as listed under: - Revenues at Rs 63,340.99 Lakh, declined by 24.34 % YoY.

EBIDTA Rs. 8810.10 Lakh declined by 1.67% due to higher operating expenses. PAT at Rs. 5,836.61 Lakh, up 8.61 % YoY.

2. Transfer to Reserve

The Net Profit after tax of Rs. 5,836.62 Lakh for the FY 23-24 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/ Material Changes

5.1 Conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into equity shares

Consequent to the aforesaid conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into Equity Shares of Rs. 5/- each, the paid-up equity capital of the Company has increased. For such converted FCCB into equity shares we have availed listing approval from the stock exchange; the details of such approval is mentioned below:

Sr. No	Date on which FCCBs Converted	No. of FCCCBs Converted into Equity Shares	Listing Approval by Stock Exchange
1.	12th July, 2023	25	21st July, 2023
2.	26th September, 2023	90	05th October, 2023.
3.	29th September, 2023	50	10th October, 2023
4.	06th December, 2023	35	12th December, 2023
5.	13th December, 2023	30	19th December, 2023
	Total	230

5.2. Increase in Authorized Share Capital of the Company and consequent Alteration in Capital Clause of the Memorandum of Association of the Company

The Old Authorized Capital of the Company stood at Rs. 50,00,00,000/- (Rupees Fifty Crores only), with a Paid-up Share Capital of Rs. 31,57,21,200 (Rupees Thirty One Crores Fifty Seven Lakhs Twenty One Thousand Two Hundred only). The Company has decided to augment its financial flexibility by proposing an increase in its Authorized Capital to Rs. 1,50,00,00,000/- (Rupees One Hundred Fifty Crores only). The decision to increase the Authorized Share Capital was ratified by the Members of the Company during the Annual General Meeting held on 11th September 2023. This resolution was crucial to enable the issuance of Bonus shares and to accommodate future growth and financial requirements of the Company.

Consequent upon the approval, Clause V (a) of the Memorandum of Association of the Company has been duly altered to reflect the revised Authorized Share Capital. This alteration ensures that the Companys governing documents accurately represent its financial capabilities and comply with regulatory requirements.

The increase in Authorized Share Capital allows the Company greater flexibility in financing its operations expansions. It enhances the Companys ability to respond to market opportunities, fund strategic initiatives, and reward shareholders through Bonus share issuances without needing to amend the Memorandum of Association repeatedly.

5. 3 Change in Capital structure due to Issue of Bonus at 2:1

With the objective of rewarding existing equity shareholders, enhancing the liquidity of Equity Shares, and expanding the retail shareholders base, the Board of Directors of the Company convened a meeting on August 10, 2023. During this meeting, they considered and approved the issuance of bonus shares by capitalizing a portion of Free Reserves and/or securities premium, as per the Audited Financial Statements for the Financial Year ended March 31, 2023.

The Boards decision to issue bonus shares was aimed at utilizing Rs. 63,14,42,400/- from Free Reserves and/ or securities premium to increase the Issued, Subscribed, and Paid-up Share Capital of the Company to Rs. 94,71,63,600/-. This capitalization would enable the issuance of fully paid bonus shares to existing shareholders, thereby distributing additional equity without requiring cash outflow.

The Members of the Company ratified this decision on September 11, 2023, during the Annual General Meeting The approval was in accordance with the Articles of Association of the Company, which governs the capitalization of Free Reserves and/or securities premium for the issuance of bonus shares.

The fully-paid Bonus Shares were allotted to the Members whose names appear in the List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of shares held in dematerialized form, as on the Record Date, in the ratio of (2) Two Equity Shares of Rs. 5/- each for every (1) One fully paid Equity Share of Rs. 5/- each held as on a Record date decided for this purpose.

Following the issuance of bonus shares, the Paid-Up Capital of the Company stands at Rs. 94,71,63,600. This capital is represented by 18,94,32,720 shares, each having a face value of Rs. 5.

The paid-up capital of the Company as on March 31, 2024 stands at Rs.1,14,27,33,600 comprising of 22,85,46,720 equity shares of Rs. 5/- each.

5.4 Acquisition

The Company has executed Share Subscription and Shareholders Agreement on 20.11.2023 for acquisition of 60% Equity Share Capital of Transco Logistix Worldwide Private Limited, subject to certain conditions precedent. The object of the said acquisition is to add vertical business line of the Company in the field of Logistics Industry.

5. 5 Unlisted Material Subsidiary

As per the Audited financials received from the auditor of Lancia Shipping LLC for FY 23-24, a wholly owned subsidiary of Lancer Container Lines Limited which is Dubai based has been announced as a unlisted material subsidiary on 12th August 2024 Board Meeting and for which the board has duly adopted the policy for determining material subsidiary (Enclosed Annexure-B) and Mr. Suresh Babu Sankara, Independent Director of Lancer Container Lines Limited has been appointed as manager in Lancia Shipping LLC as per Federal Decree Law no (32) of 2021 on Commercial Companies, United Arab Emirates in accordance to Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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 2023-24 can be accessed at our website www. lancerline.com under the tab of Investor Relations > Annual Report

6.2 Committees:

6.2.1 Audit Committee

The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M. Variyam, Mr. Praful Jain and Ms. 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 i.e. May 25, 2023, August 10, 2023, November 8, 2023 and February 12, 2024.

6.2.2 Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M. Variyam and Ms. 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, 5 (Five) meetings of Stakeholders Relationship Committee were held i.e. July 12, 2023, September 26, 2023, September 29, 2023, December 06, 2023, and December 13, 2023.

6.2.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M Variyam and Ms. 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, 4 (Four) meetings of Nomination and Remuneration Committee were held on April 24, 2023, May 25, 2023, June 26, 2023 and August 10, 2023.

6.2.4 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 2023-24 an amount of Rs. 68,57,507/- 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 12, 2024.

6.2.5 Independent Directors Meeting

As required under Clause VII (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 12, 2024.

6.3 Board Meetings:

The Board of Directors met 14 times during the year as follows: -

Sl. No.	Date of Meeting	Board Strength	No. of Directors Present
1	24.04.2023	6	4
2	25.05.2023	6	6
3	31.05.2023	6	4
4	26.06.2023	6	4
5	12.07.2023	6	4
6	10.08.2023	6	5
7	25.09.2023	6	3
8	26.09.2023	6	4
9	29.09.2023	6	4
10	08.11.2023	6	5
11	06.12.2023	6	3
12	07.12.2023	6	3
13	13.12.2023	6	3
14	12.02.2024	6	5

6.4 Details of Directors and Key Managerial Personnel

The Board of Directors & Key Managerial Personnel as on 31st March, 2024 comprised of the following :-

Sr. No.	Name of Directors & Key Managerial Personnel	DIN/PAN	Category cum designation	No. of shares held as on March 31, 2024
1	Mr. Abdul Khalik Chataiwala	01942246	Chairman & Managing Director	7,67,76,036
2	Mr. Suresh Babu Sankara	02154784	Non-Executive - Independent Director	600
3	Ms. Ameeta Ramesh	03368136	Non-Executive - Independent Director	Nil
4	Mr. Narayanan Moolanghat Variyam	08109682	Non-Executive - Independent Director	Nil
5	Mr. Amol Mohan Shirke	08681663	Whole-Time Director	Nil
6	Mr. Praful Jain	08000808	Whole-Time Director	Nil
8	Ms. Ranjana Sandeep Shinde (Resigned from the position of CFO w.e.f. 1st August 2024)	AIGPG1277P	Chief Financial Officer	2,774
9	Ms. Miti Tailong	AJGPT2650L	Company Secretary and Compliance Officer	Nil
10	Ms. Shruthi Rajiv Nair	BFEPP2549M	Chief Executive Officer	2,073

Note:- Changes in Directors & Key Managerial Personnel upto the date of this report.

Mr. Mahendra Gupta Resigned as a Company Secretary and Compliance Officer of the Company w.e.f. April 24, 2023 and in his place, Ms. Miti Tailong was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 24th April 2023.

Mr. Narayanan Moolanghat Variyam, whose term as Independent Director Non-Executive expired on 14th April 2023, has been reappointed for a second term of five years. This decision was formalized during the Extraordinary General Meeting (EGM) held on 10th July 2023, where Mr. Narayanan Moolanghat Variyam was duly regularized to continue his role as an Independent Director of the Company

The Company has re-appointed Mr. Abdul Khalik Chataiwala (DIN: 01942246) as a Managing Director of the with effect from 24th June, 2023 for 2 consecutive years upto 23rd June 2025.

Ms. Shruthi Rajiv Nair has been appointed as the CEO of our Company, effective from 26th June, 2023. This appointment follows the vacancy created by the resignation of Mr. Narayanan Kutty from the position of CEO in March 2023.

• Mr. Manoj Sharma has been appointed as Chief Financial Officer (Interim) of our Company, effective 01st August, 2024 till the time new Chief Financial Officer (CFO) is appointed by the Board. This appointment follows the vacancy created by the resignation of Ms. Ranjana Sandeep Shinde from the position of CFO w.e.f. 01st August, 2024

6.5 Related Party Transactions:

All related party transactions that were entered into during FY 2023-24 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, Annexure-2 enclosed. Also, 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, 2024 and the link for the same is below: Company Website: RPT Policy Link for Reference, mentioned below- https://www.lancerline.com/uploadsinvestor/08434e8bae6db4a08456d349171e243e.pdf RPT PDF file Link till 31st March 2024, mentioned below- As on 30th September 2023 https://www.lancerline.com/uploads/investor/371880449bd052cda56053537d004fa4.pdfAs on 31st March 2024 https://lancerline.com/uploads/investor/371880449bd052cda56053537d004fa4.pdf As on 31^st March 2024 https://lancerline.com/uploads/investor/fe7d1ddf2a885f5c5aaa6cb94b993b18.pdf Bombay Stock Exchange Website link mentioned below: https://www.bseindia.com/stock-share-price/lancer-container-lines-ltd/lancer/539841/qtrid/121/related-party-transactions-new/Mar-2024/

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 Firm Registration Number 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/Risk Management Policy

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 but company has voluntarily adopted this policy on 12th August 2024, which is approved by the Board Enclosed Annexure B. 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 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 23-24 have been captured in the Database	Yes	All the UPSI disseminated in every quarter for FY 23-24 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 is 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. Amol Mohan Shirke (DIN: 08681663), 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 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.

8.3 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.

8.4 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 .

8.5 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 Defence 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 Statutory Auditor

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, was 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.

Auditors Reports and Boards 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. In the recent audit for FY 23-24, there has been a qualification or adverse remarks highlighted by our auditors. We take these observations seriously and are actively working to provide the necessary context and transparency on the issues raised. Our management team is currently reviewing the specifics of the audit findings to ensure a comprehensive understanding. This highlighted qualification is mentioned below :-

Auditors comment:- "The Groups investment in ‘Transco Logistix Worldwide Pvt Ltd, an associate Company acquired during the year has not been accounted for by equity method, is carried at Rs. 50 lakhs on the consolidated balance sheet as at March 31, 2024, and Lancer Container Lines Limiteds share of ‘Transco Logistix Worldwide Pvt Ltds net income is not included in Lancer Container Lines Limiteds income for the year ended March 31, 2024. We were unable to obtain sufficient and appropriate audit evidence about the carrying amount of Lancer Container

Lines Limiteds investment in ‘Transco Logistix Worldwide Pvt Ltd as at March 31, 2024 and Lancer Container Lines Limiteds share of net income of ‘Transco Logistix Worldwide Pvt Ltd because we were not provided the financial information and the relevant documents of acquisition of shares in the said associate Company. Consequently, we were unable to determine whether any adjustments to these amounts were necessary" Management / Board comment :- "Management would like to inform you about an important update regarding Transco Logistics. The allotment made by Transco Logistics is slated for revision in the current Financial Year 2024-25. The Company is actively engaged in rectifying the filing associated with this process".

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 & Cost Records

The Company is not required to appoint Cost Auditor and maintain Cost Records, 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 and maintain Cost Records.

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, states 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 theompany for that period; C

(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. Ref :- Annexure -1

Annexure-1

Sr. No	Name of the Parties	Court	Advocate	Subject/ Allegation	Remark
1.	Banaras Glasses Pvt. Ltd. Versus M/S Lancer Container Lines Pvt Ltd	72 - Addl Civil Judge SD Court No 42, Lucknow	Advocate Jaiswal	R.S. 335/2018 Case filed by the shipper because Port of destination code wrongly filed in IGM ICD Chakeri instead of ICD JRY. The claim is of INR 27,41652/	Next date of hearing is 28/08/2024. W/S not yet filed.
2.	Rahul Goyal (Swan International) Versus M/S Lancer Container Line	District and Sessions Judge, South-east, Saket	Advocate Umesh	CS. (Comm) 511/2019Cargo wet leakage in rooftop. Order passed against us and court directed to pay INR 6,06320/-	Deposited security deposit next date of hearing is 02.09.2024.
3.	Lancer Container Lines Versus M/s. Bharath Agro foods and others	Before the Honorable District Legal Services Authority Thoothukudi	Advocate Vijayalaxmi	50/2021 This is recovery of due amount of Rs.5,14,836.10/- from the customer.	Order passed in our favor but execution can only be file after expiry of 60 days.
4.	Lancer Container Lines Versus Salient Container Lines Lancer Container Lines	3rd Jt. Civil Judge, S.D. Panvel Appellate	Advocate Biju Advocate	SPL C.S/27/2023 Recovery suit for the amount of Rs. 17,54,646.82/- Penalty Impose Under Sec-112(a), 114AA,	23/10/2024 Next date of hearing. Notice not been
5.	Versus Shiv Metal Corporation & Others	Tribunal of The Customs, Ahmedabad	Jatin Shah	117 by customs as the misdeclaration of origin of cargo. The penalty amount is Rs.480,000/-	served to the company as the case is transfer to single bench judge. Waiting for hearing date
6.	Lancer Container Lines Versus M/s Apocalypse Steel Pvt. Ltd	Judicial Magistrate at Burdwan	Advocate Saurabh	under Section 156(3) of the Code of Criminal Procedure for treating the compliant as FIR for the offences committed under Sections 378/406/408/409/417/418/420 of the Indian Penal Code 1860;	Recovery case not yet initiated.

13 Change in nature of business, if any

There were no changes in the nature of business of the Company during financial year ending 31st March, 2024.

14 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.

15. 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 23-24.

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

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements. The Company has complied with the provisions of Section 186 of the Companies Act, 2013.

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.

17. 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: $ 73,01,502.04 Foreign Exchange Outflow: $ 23,77,001.32

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 2023-24 and percentage change in the remuneration of each Director in the FY 2023-24:

Name of the Director	Designation	Ratio of remuneration of the Director to the median remuneration	% increase in Remuneration
Mr. Abdul Khalik Chataiwala	Chairman & Managing Director	30.29	(16.27)
Mr. Praful Jain	Executive Whole Time Director	11.77	18.04
Mr. Amol Mohan Shirke	Executive Whole Time Director	9.77	15.04

2. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer and Company in the FY 2023-24: -

Name	Designation	% Increase in Remuneration
Ms. Ranjana Sandeep Shinde	Chief Financial Officer	5.71
Ms. Shruthi Rajiv Nair	Chief Executive Officer	NA
Mr. Mahendra Gupta	Company Secretary and Compliance Officer	NA
Ms. Miti Tailong	Company Secretary and Compliance Officer	NA

Note :- Ms. Miti Tailongs appointment as a KMP is w.e.f 24th April 2023 Ms. Shruth Rajiv Nairs appointment as a KMP is w.e.f. 26th June 2023. Mr. Mahendra Guptas resignation is w.e.f 24th April 2024.

3. There were 230 permanent employees on payroll of the Company at the end of the FY 2023-24. As compared to previous year, total salary is decreased by 26.93 % (Including KMPs) due to changes in the employee composition and the departure of some high-salaried employees from the organization, KMPs salary increased by 22.52% & other employees salary decreased by 30.90 % salary excluding KMPs.

4. The median remuneration of employees of the Company increased by 18.36 % in the FY 2023 24 compared to the median in FY 2022-23.

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 2023-24 increased by 11.74% in comparison to last year and the percentile change in the managerial remuneration increased by 8.78% in 2023-24.

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	Designation	Monthly Remuneration (Amount in Rs)	Nature of Employment	Educational Qualification	Experience	Date of Joining	Age of Employee	Previous Employment	Equity Shares Held (in%)	Whether employee is related to the Director
1	Mr. Abdul Khalik Chataiwala	Chairman & Managing Director	10,00,000	Permanent	MBA	34 Years	07-03-2011	59 Years	NA	33.59	-
2	Mr. Amol Mohan Shirke	Whole Time Director	2,44,620	Permanent	B.Com	20 Years	13.06.2016	40 Years	Ceyline Logistics	0.00	-
3	Mr. Praful Jain	Whole Time Director	3,00,000	Permanent	MBA	18 Years	01.11.2019	37 Years	Reliance	0.00	-
4	Mr. Probodh Kumar R.	Director-Subsidiary	1,86,768	Permanent	B.Sc.	31 Years	16-09-2019	54 Years	Radiant Maritime	0.00	-
5	Mr. Vijayasankar K. Rajha	Deputy General Manager- Accounts	1,28,852.8	Permanent	B.Com	25 Years	01-10-2018	62 Years	Panlloyd Logistics Pvt. Ltd.	0.00	-
6	Mr. Prabhish Sukumaran	Director-Subsidiary	1,22,800	Permanent	MBA(Foreign Trade)	19 Years	01-07-2019	47 Years	Maersk	0.00	-
7	Ms. Vimala Wadkar	Sales Marketing Manager	1,16,800	Permanent	B.Com Graduate	26 Years	21-12-2021	49 Years	Globelink ww india pvt ltd	0.00	-
8	Ms. Shruti More	Pricing Manager	1,10,800	Permanent	HSC & B.Com	13 Years	11-03-2022	37 Years	Globelink ww india pvt ltd	0.00	-
9	Mr. Sanoj Acharya	Line Manager	1,10,000	Permanent	B.SC in computer Science	14 Years	18-12-2023	39 Years	ASJS Logistical Services Pvt Ltd.	0.00	-
10	Mr. Sagar Govind Palshetkar	Senior Manager- Accounts & Finance	1,02,600	Permanent	B.Com, M.com, CA Appeared for final	19 Years	25-09-2023	43 Years	J.M. BAXI & Co	0.00	-

Note :- Mr. Abdul Khalik Chataiwala had been consistently withdrawing a monthly salary of 10,00,000 per month up until December 2023. However, due to the emerging Red Sea crisis, which has significantly impacted shipping companies and created uncertainties within the shipping industry, Mr. Abdul Khalik Chataiwala decided to halt his salary withdrawals starting January 2024 till March 2024. Since April 2024, he has been withdrawing salary of Rs. 3,00,000 per month. This decision was made in light of the crisis and the associated need for better visibility and financial prudence during these unpredictable times.

18 Deposits:

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

19 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).

20 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, color, marital status and sex.

21 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/-
	Abdul Khalik Chataiwala
Place: Maidenhead, UK	Chairman & Managing Director
Date: 12-08-2024	(DIN: - 01942246)