Your Directors have pleasure in presenting the 5th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2016.
1. Financial Statements and Results
The Companys financial performance for the year under review along with previousyears figures is given hereunder:
| || ||(Rs. in lakhs) |
|Particulars ||2015-2016 ||2014-15 |
|Revenue from operations ||4312.85 ||3041.52 |
|Other Income ||1.43 ||0.61 |
|Total Income ||4314.28 ||3042.13 |
|Less: Expenses ||4236.95 ||2974.82 |
|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 lakhsfor current year as compared to Rs.3042.13 lakhs.
Your directors do not recommend dividend for the financial year ended 31stMarch 2016.
4. Transfer to Reserve and Surplus
The amount transferred to the reserve during the year ended 31st March 2016is Rs. 55.02 lakhs.
5. Conversion of Company
5.1 The Members of the Company in their Extra-Ordinary General Meeting held on 15thJune 2015 had approved the conversion of the Company from Private Limited to PublicLimited by deleting the "Private" word from the name of the Company.Consequently the name of the Company was changed from "Lancer Container LinesPrivate Limited" to "Lancer Container Lines Limited". The name of theCompany has been approved by the Registrar of Companies Mumbai and the Company becamePublic 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 beenlisted on the SME platform of Bombay Stock Exchange Limited (BSE) on 13thApril 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 increasedfrom Rs. 50000000/- (Rupees Five crores) divided into 5000000 (fifty lakhs) equityshares of Rs. 10/- (Rupees Ten) each to Rs. 70000000/- (Rupees seven crores) dividedinto 7000000 (seventy lakhs) equity shares of Rs. 10/- (Rupees Ten) each ranking PariPassu with the existing equity shares and consequently CLAUSE V of Memorandum ofAssociation was altered. The said increase in authorised share capital and Alteration ofMemorandum of Association was approved by the Members in their Extra-Ordinary GeneralMeeting held on 21st December 2015.
7. Share Capital
The paid up equity capital as on 31st March 2016 was Rs.416.94 Lakhs. TheCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.
8. Allotment of Shares
The Company has allotted 882630 equity shares of Rs. 10/- each at Rs.10/-premium ofwhich 847070 shares by way of rights issue and 35560 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 yourcompany has formed following Committees of the Board in accordance with Companies Act2013 and the Equity Listing Agreement:
> Audit Committee
The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman Mr. GajanandHarivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. The Committee is assignedrole powers and responsibilities as provided under Clause 52 of the Equity ListingAgreement and Section 177 of the Companies Act 2013.
> Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises Mr. Suresh Babu Sankara asChairman Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. TheCommittee is constituted to supervise and ensure Share Transfer related matters and tolook after the Stakeholders Grievances.
> Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Mr.Suresh Babu Sankara as Chairmanand Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. TheCommittee is formed for the purpose of recommending the Nomination and Remuneration andevaluation of the Directors performance.
10. Directors and Key Managerial Personnel
Mr. Fauzan Abdul Khalik Chataiwala Mr. Harish Parameswaran and Mr. VadakkathSudhakaran Manesh was appointed as Additional Directors of the company and the resolutionfor regularising these appointments are part of the agenda of the current Annual GeneralMeeting.
Mr.Deepak Sonar was appointed as a Chief Financial Officer w.e.f 1st April2015. Ms. Nirali Dhiren Mehta has tendered her resignation and Ms. Anchal Gupta isappointed 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.GajanandHarivilas Ruia (DIN.No. 07184834) and Ms. Vijayshri Anup Krishnan (DIN No. 07258233) asIndependent 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 21stDecember 2015 for making initial public offering not exceeding in aggregate Rs. 3crores pursuant to Section 62(1)(c) of the Companies Act 2013 (the "Act") andCompanies (Prospectus and Allotment of Securities) Rules 2014 and in accordance with theprovisions of the Chapter X(B) of Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations 2009 (the "SEBI ICDR Regulations").
13. Approval of BSE
The Company received an approval dated 23rd March 2016 from BSE for listingof equity shares on the SME platform of Bombay Stock Exchange. The Public Issue was for1540000 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 issupplemented by regular management review well documented policies and guidelines toensure reliability of financial and all other records and to prepare financial statementand other data. The company has independent audit systems in place to monitor importantfunctions 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 theSection 135 of the Companies Act 2013 are not applicable to the company. So report onAnnual 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 givenpursuant to Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 - 15.04.201509.06.2015 06.07.2015 10.08.2015 21.08.2015 21.09.2015 09.10.2015 17.10.201502.12.2015 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 Companyhold office until the conclusion of this AGM and are eligible for re-appointment. Theyhave confirmed their eligibility to the effect that their re-appointment if made wouldbe within the prescribed limits under the Companies Act 2013 and that they are notdisqualified for reappointment.
19. Auditors Report
The observation made in the Auditors Reports read with relevant notes thereon areselfexplanatory and hence do not call for any further comments under Section 134 of theCompanies Act 2013.
20. Secretarial Audit Report
In terms of Section 204 of the Companies Act 2013 and Rules made there under theboard have appointed M/s. Geeta Canabar & Associates Practicing Company Secretary asthe Secretarial Auditors of the company. The report of the Secretarial Auditors isenclosed as Annexure I to this report. The report is self-explanatory and do not call forany further comments.
21. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the company atwww.lancermarine.in under investors>>policy documents>>Vigil Mechanism Policylink.
22. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report is enclosed as Annexure II.
23. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There have been no material changes occurred subsequent to the close of the financialyear 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 ortribunals impacting the going concern status and companys operations in future.
There has been no material order passed by the regulators or courts or tribunalsimpacting the going concern status and companys operations in future.
During the year the Company has not accepted any deposits under the Companies Act2013.
26. Particulars of loans guarantees or investments under section 186.
The company has not given any loans or guarantees covered under the provision ofsection 186 of the Companies Act 2013. There is no investment and guarantee made duringthe 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 partycontracts or arrangement entered during the year.
28. Declaration of Independent Directors
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
29. Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report as AnnexureIII for the year ended 31st March 2016.
30. Board evaluation
In compliance with the provisions of Companies Act 2013 and listing compliances theBoard 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 covereddifferent aspects viz. composition of the board and its committees qualificationsperformance interpersonal skills submissions done by the director in varied disciplinesrelated to the company's 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. The company has zero tolerance for sexualharassment at workplace and has adopted a policy on prevention prohibition and redressalof sexual harassment at workplace in line with the provisions of the Sexual Harassment ofWomen at workplace (Prevention Prohibition and Redressal) Act 2013 and the rulesthereunder for prevention and redressal of complaints of sexual harassment at workplace.The company is committed to providing equal opportunities without regard to their racecaste sex religion colour nationality disability etc. All women associates(permanent temporary contractual and trainees) as well as any women visiting thecompanys 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 ofsexual harassment whether physical verbal or psychological.
The company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up committee for implementation of said policy. During the yearcompany has not received any complaint of harassment.
32. Conservation of energy technology absorption and foreign exchange earnings andoutgo
> 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 technologydoes not apply to the company.
> Foreign Exchange Earning and Outgo
During the period under review the foreign exchange earnings and outflow were asfollows:
1) Earnings: USD 649914
2) Outflow: USD 1836270
33. Human Resources
Your company treats its human resources as one of its most important assets. Yourcompany continuously invests in attraction retention and development of talent on anongoing basis. Your companys trust is on the promotion of talent internally throughjob rotation and job enlargement.
34. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause 134(3)(c) of theCompanies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets 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 provisionsof 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 ofthe Company Bankers Local Bodies Customers Suppliers Executives FinancialInstitution and Central and State Governments for their continuous co-operation andassistance.
|Place: Mumbai ||By order of the Board of Directors |
|Date: 19th August 2016 ||Sd/- |
| ||Abdul Khalik Chataiwala |
| ||Managing Director |
| ||DIN Number - 01942246 |