lancor holdings ltd share price Directors report


Dear Member(s), Your Directors have great pleasure in presenting the Thirty Eighth (38th) Annual Report on the business and operations of your company together with Audited Financial Statement including Consolidated Financial Statement for the financial year ended 31st March 2023 and the Auditors report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS (Amount in lakhs)

Particulars

Standalone Consolidated
2022 - 23 2021 - 22 2022 - 23 2021 - 22

Total Revenue

11,551.73 10,595.94 11,600.75 10,393.34
Expenditure 11,461.18 12,018.32 11,506.46 12,464.54

EBITDA

2264.71 1,272.91 2,297.63 634.73
Interest 1,992.25 2,557.43 1,992.25 2,539.27
Depreciation 181.91 137.85 211.08 166.66

EBT or Profit/(Loss) before Tax

90.55 (1,422.37) 94.30 (2,071.20)
Current Tax (Earlier Years) - - (00.97) 3.04
Deferred tax 123.19 (382.52) 129.19 (375.09)

EAT or Profit /(Loss) after tax

(32.64) (1,039.85) (33.92) (1,699.15)
ADD: Other Comprehensive Income 5.46 (14.82) 5.46 (14.82)
LESS: Non - Controlling Interest - - -

Total Comprehensive Income

(27.18) (1,054.67) (28.46) (1,713.97)
ADD: Balance Brought from PY 9,346.75 10,401.43 9,275.54 10,989.50

Available for appropriation

9,319.57 9,346.76 9,247.08 9,275.53
LESS: Dividend - - -
LESS: Tax on Dividend - - -
Balance Carried to Balance sheet 9,319.57 9,346.76 9,247.08 9,275.53

FINANCIAL OVERVIEW STANDALONE & CONSOLIDATED

During the financial year 2022-23, the company on a standalone basis, registered a total revenue of Rs.11,552 lakhs as compared to Rs. 10,596 lakhs in the previous year resulting in an increase of 9.02%. On the consolidated level in the current financial year the company made revenue of Rs.11,601 lakhs as against Rs. 10,393 lakhs in FY 2021-22, resulting in a rise of 11.62 %.

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARY AND ASSOCIATE BUSINESS OVERVIEW

There was no change in the nature of the business of the company since the last AGM. The Company continues to be engaged in the development of residential and commercial properties. The Companys search for new projects in the city areas have now yielded dividends. In furtherance of such objectives the company has started to advertise for Joint development opportunities to all willing land owners.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

Unfortunately, the company has not been successful in obtaining a final permit for the construction of its marque project Lancor ‘Infinys which has resulted in deferment of sales, higher costs more particularly interest cost till the date of this report.

It is expected barring unforeseen circumstances that by end of August 2023 the company would have received all the permits including registration under RERA thereby the company will be able to sell the apartments albeit at a higher price than the originally forecasted, which to some extent will absorb the extra costs incurred due to the delay in obtaining the sanctions. This project has been funded by M/s.Sundaram Alternates Fund.

The profit on the development of this project ‘Infinys will greatly contribute to the overall performance of the company so much so in the years 2023-24 and 2024-25 the company expects to earn handsome profits before tax and firmly return to the path of profitability.

In the matter of Companys development under brands ‘Town & Country and ‘Harmonia, the stay against the development of the property by the Arbitrator continues and the company is adducing required evidences for amounts spent in respect of its obligations under Joint Development before the Arbitrator. The Arbitrator is expected to pass the final order by May 2024. The company has complied with the terms of the Joint Development Agreement(JDA) and hopes for a favourable order from the Arbitrator.

No provision has been made in the books of accounts of the company with regard to any impairment that may arise as a result of the order of the Arbitrator.

In the case of Companys property named as ‘Menon Eternity, the matter is pending before the Honourable Supreme Court of India, hopefully for a final hearing on 26th September 2023. No provision is made for any impairment on account of this litigation.

The Companys project "TCP Altura" at Sholinganallur as of the date of writing this report is more or less fully sold and is nearing completion and the company will meet all its obligations to the customers and to the LIC Housing Finance Ltd.

DIVIDEND AND RESERVES

The Board of Directors of the company do not recommend declaration of dividend for the financial year due to meagre profit.

CORPORATE SOCIAL RESPONSIBILITY _CSR_

Pursuant to Rule 3(2) of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with sec 135 of Companies Act, 2013, the provision of CSR shall not be applicable if the company has not fulfilled the criteria of applicability of CSR u/s 135(1) of Companies Act, 2013. Your company has not complied the criteria for CSR applicability. Hence the provision of CSR shall not be applicable to the Company and it is not liable to spend any amount towards CSR for F.Y. 2022-23.

The unspent amount pertaining to CSR obligation for F. Y. 2020-21 i.e. Rs. 3.72 Lakhs was already spent during this financial year as per the Provision of Companies Act, 2013.Your Company has made voluntary contribution of Rs._10,00,000/-(Rupees Ten Lakhs only) towards CSR activities through Lancor Foundation for financial year 2023-24 to "Amar Seva Sangam"- an organization for empowering the Person with Disabilities by enabling them through rehabilitation services, promoting their rights and by advocating for policies for an inclusive eco system.

SHARE CAPITAL

As on 31st March, 2023, the authorized share capital of the company was Rs. 18,06,00,000/- (Rupees Eighteen Crores and Six Lakhs only) and the paid up capital stands at Rs. 8,10,00,000/- (Rupees Eight Crores and Ten Lakhs only) consisting of 4,05,00,000 equity shares of Rs. 2/- (Rupees Two) each.

There was no change in share capital of the company during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operation in future.

In July 2022 the Honourable High Court of Chennai has passed an order to stay the cancellation of Joint Development Agreement (JDAs) and Powers of Attorney (POAs) in respect of the development of "Town & Country" and

‘Harmonia" projects at Sriperumbudur and the Court has also ordered stay of the construction until the Arbitration proceedings are completed by May 2024.

The Arbitrator has commenced the proceedings wherein, the claim statement, counter claim and rejoinder have been filed by the Company and the landowners. Framing of issues were also completed. The examination of both side witnesses will commence soon.

The Honourable Supreme Court of India was pleased to hear the companys petition in the case of its commercial property known as "Menon Eternity" and have fixed 26th September 2023 as the date for final hearing. The Company is fully prepared in all respects to present its case before the Honourable Supreme Court to obtain a favourable verdict resulting in restoring the title of the company.

There have been orders by Sales and Service Tax Tribunal, which do not have material impact on the financial position of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Executive Chairman who is a promoter of the Company along with Five other Non-Executive Directors which includes three Independent Directors. The Company has one Women Directors who is also Non Executive and Independent. The composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

B. Meetings

The Board of Directors duly met Five (05) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013. In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 21st December, 2022.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. S. Sridharan (DIN: 01773791) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. S. Sridharan (DIN:01773791) retiring by rotation.

Brief resume of the Director proposed to be re-appointed has been provided in the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he holds Directorship and membership / chairmanship of the Board Committees as per regulation 26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been included.

D. Committees of the Board

Your company has duly constituted the committees as required under the Companies Act, 2013 read with applicable Rules made there under and the SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015; At present, following are the committees of the Board;

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

? Corporate Social Responsibility Committee

? Banking, Finance & Operations Committee

The details of composition of each committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report annexed to this report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

F. Directors Responsibility Statement

Pursuant to the requirements of Section 134

(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm 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 i.e. at 31st March, 2023 and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor dance 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

e) the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

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.

G. Changes in Directors and Key Managerial Personnel

During the year under review, Mrs. N Nagalakshmi (DIN 08684304), Independent Director of the Company was ceased to be a director due to vacation of office under Section 167(1) (b) of Companies Act, 2013 with effect from 31st July, 2022.

H. Declaration by Independent Directors

The Company had received necessary declaration from each independent director under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

I. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

J. Details in respect of Frauds

The Auditor Report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(2)(ca) of the Companies Act 2013.

AUDIT RELATED MATTERS

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules, 2014, the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee consists of three "Non-Executive - Independent Directors" as members having adequate financial and accounting knowledge. The composition, procedures, powers and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report. During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

B. Statutory Auditors and Statutory Audit Report

In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W) was appointed as Statutory Auditor of the Company at the 33rd AGM held on September 24, 2018 to hold office from the conclusion of the said meeting till the conclusion of the 38th AGM to be held in the year 2023. The term of office of M/s. Nayan Parikh & Co., as Statutory Auditors of the Company will conclude from the close of the forthcoming AGM of the Company.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its meeting held on May 29, 2023, has recommended the appointment of M/s. G M Kapadia & Co., Chartered Accountants (Firms Registration No. 104767W) as the Statutory Auditor of the Company to hold office for a term of five consecutive years from the 38th AGM till the conclusion of the 43th AGM to be held for F.Y. 2027-28 and will be placed for the approval of the shareholders at the ensuing AGM. The Company has received a confirmation from G M Kapadia & Co., Chartered Accountants that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of Companies Act, 2013 and meet the criteria for appointment as specified in Section 141 of the Companies Act, 2013. The statutory Auditors Report forms part of the Annual Report. The Auditors Report issued by the Statutory Auditors, M/s. Nayan Parikh & Co., on the Standalone and Consolidated Financial Statement for the financial year ended 31st March, 2023 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

C. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Mohan Kumar & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in Form No. MR.3, does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/comments of the Board. The Secretarial Audit Report is annexed as ANNEXURE - 1 forming part of this Annual Report.

D. Cost Auditor & Cost Records

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors of the Company, on the recommendation of the Audit Committee, approved the appointment of M/s. B Y & Associates, Cost Accountants (Firm Registration No. 003498) as the Cost Auditor of the Company to conduct audit of cost records of the Company for relevant products as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2022-23. In terms of the Companies Act and Rules thereunder requisite resolution for ratification of remuneration of the Cost Auditors by the members was set out in the Notice of the 37th AGM of your Company and was approved.

E. Internal Financial Controls

There were adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

F. Internal Audit

Pursuant to provisions of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Board of Directors have appointed M/s. VGJ & CO, Chartered Accountants, Chennai as the Internal Auditors of the Company for the financial year 2023-24.

Policy Matters

A. Nomination and Remuneration Policy

The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at the Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. It is recognized that a Board comprised of appropriately qualified people with a wide range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. At a minimum, the Board shall consist of at least one woman Director. All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

The Nomination, Remuneration and Governance Committee of the Board of Directors has formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Company is entrusted with the task of monitoring and reviewing the risk management plan and procedures from time to time. The Company has developed and implemented risk management framework detailing the various risks faced by the Company and methods and procedures for identification, monitoring and mitigation of such risks. At present the Company has not identified any element of risk which may threaten the existence of the Company.

C. Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at https://lancor.in/ investors/#corporateCodes-and-Policies .

As reported earlier, the CSR obligation is not applicable to the company for the financial year 2022-23, hence the Reporting on Corporate Social Responsibility activities in Annual Report in terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Rule 9 of the Companies (Accounts) Rules 2014 and Rule 8, 9 & 10 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, shall not be applicable.

D. Vigil Mechanism

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Section 177(9) read with Rule 7 of the companies (Meeting of Board and its Powers) Rules 2014 the Company had duly established a vigil mechanism for stakeholders, Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Audit Committee of the Company oversees the vigil mechanism. The Company affirms that no personnel have been denied direct access to the Chairperson of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company https://lancor.in/investors/#corporateCodes-and-Policies .

E. Disclosure under the Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal) Act, 2013

Your Company is an equal employment opportunity company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company, have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is therefore punishable.

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

During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Policy is available on the website of the Company at https://lancor.in/investors/#corporateCodes-and-Policies.

OTHER MATTERS

A. Debentures

During the year under review, the Company has issued debentures. As on date, the Company have issued 3202 debentures.

B. Bonus Shares:

During the year under review, the Company has not issued any bonus shares.

C. Borrowings

The Company has outstanding borrowings of Rs. 11030.34 lakhs during the Financial Year ended 31st March, 2023.

D. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as of the balance sheet date.

E. Transfer to Investor Education and Protection Fund

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, dividends pertaining to the Financial Year 2014-15 which were lying unclaimed with the Company for the past seven years was transferred to the Investor Education and Protection Fund.

The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in the Corporate Governance Report forming part of the Annual Report.

F. Human Resources

Employee relation continues to be cordial and harmonious at all levels and in all departments of the Company. The Board of Directors would like to express their sincere appreciation to all the employees for their continued hard work and dedication.

Number of employees as on 31st March, 2023 was 82, which include 14 women employees.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - 2 to the Boards Report.

G. Credit Rating:

The company has obtained credit rating as ‘CARE B+ Stable, for long term Bank facility on July, 2022 from Care which was upgraded as ‘CARE BB on April 2023 and short term credit facility was rated as ‘CARE A4 during the Financial year.

The company will approach the rating agency once again in September/October 2023 for revision to the rating which was promised on obtaining original sanctions and permissions for ‘Infinys project and plotted lands in Sriperumbudur. The company is awaiting only the sanction for "Infinys" which when sanctioned will reduce the borrowings of the company thereby allowing the rating agency to upgrade our ratings significantly.

H. Code of Corporate Governance

In compliance with the requirement of Regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure – 3 together a Certificate from M/s. Mohan Kumar & Associates, Practicing Company Secretaries, affirming compliance with the said Code is annexed to this report as Annexure – 4.

Further a certificate from M/s. Mohan Kumar & Associates, Practicing Company Secretaries stating that none of the Directors are disqualified under Section 164 of the Companies Act, 2013 or any other provisions are attached as part of the Annual Report.

I. Code of Conduct

In compliance with requirement of regulations 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Companies Act, 2013 the Company has laid down a Code of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company https://properties.lancor.in/wp-content/uploads/2022/11/code-of-conduct.pdf. All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31st March, 2023. A declaration to this effect signed by Mr. R.V. Shekar, Managing Director of the Company forms part of this report.

J. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations, the Management Discussion and Analysis Report is presented in a separate section of this Annual Report as Annexure 5.

K. The Annual Return

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the website of the Company at https://lancor.in/investors/#fiAnnual-Return.

L. Particulars of Loans, Guarantees and Investments

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments given by the Company under Section 186 of the Companies Act, 2013 is detailed in (Note No. 2.20 and 2.06) Notes to Standalone Financial Statements

M. Subsidiaries, Joint Ventures And Associates

Your Company have two wholly owned subsidiaries viz. Lancor Maintenance & Services Limited and Lancor Infinys Limited and a Joint Venture viz. Central Park West Venture.

A gist of financial highlights/performance of these companies is contained in Form AOC-1 and forms part of this report and annexed as Annexure 6.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiary on its website https://lancor.in/investors/#fiFinancials-of-Subsidiaries and copy of separate audited financial statements of its subsidiary will be provided to the shareholders at their request.

N. Related Party Transactions

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee for approval on quarterly basis, for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company has, on recommendation of the Audit Committee adopted a policy to regulate the transactions between the Company and its related parties in compliance with the applicable provisions of the Companies Act, 2013 and rules made there under and the Listing Agreement.

During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. These Policies have been uploaded on the website of the Company at https://lancor.in/ investors/#corporateCodes-and-Policies the related party transactions undertaken during the financial year 2022-23 are detailed in Notes (Note No.4.14) to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure 7 to the Boards Report.

O. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings :Nil Foreign Exchange Outgo : Nil

P. Green initiatives

Electronic copies of the Annual Report 2022-23 and Notice of the Thirty eighth Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Further, the soft copy of the Annual Report (in pdf format) is also available on our website (https://lancor.in/investors/) Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

Q. Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the Central Government

There is no such fraud required to be reported under section 143(12) of the companies Act, 2013.

R. Compliance with the provisions of Secretarial Standards

The company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the financial year under review the company was in compliance with secretarial standards i.e. SS-1 and SS-2 relating to "Meeting of Board of Directors" and General Meetings respectively.

S. Proceeding under Insolvency and Bankruptcy Code, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31 March, 2023

T. The details of di_erence between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or _nancial institutions along with the reasons thereof: Nil

U. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Companys website (https://lancor.in/investors/) on a regular basis.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to the Companys customers, vendors, and bankers, viz., The CSB Limited, City Union Bank Limited, LIC Housing Finance Limited, Axis Finance Limited, HDFC Bank Ltd., IDBI Bank Limited, Axis Bank Limited and Sundaram Alternate Assets Limited for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the State Government and other government agencies for their assistance and cooperation and look forward to their continued support in future.

Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

Place: Chennai

Date : 14th July, 2023

For and on behalf of the Board of Directors of

LANCOR HOLDINGS LIMITED
RV Shekar S. Sridharan
Managing Director Director
DIN:00259129 DIN: 01773791