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Lancor Holdings Ltd.

BSE: 509048 Sector: Infrastructure
NSE: N.A. ISIN Code: INE572G01025
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VOLUME 8217
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P/E 14.64
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OPEN 28.00
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VOLUME 8217
52-Week high 40.50
52-Week low 21.80
P/E 14.64
Mkt Cap.(Rs cr) 116
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lancor Holdings Ltd. (LANCORHOLDINGS) - Director Report

Company director report

TO

THE MEMBERS

Dear Member(s)

Your Directors have great pleasure in presenting the 31st Annual Report onthe business and operations of your Company together with Audited financial statement ofthe Company including consolidated financial statement of the Company for the financialyear ended 31st March 2016 and the Auditors' report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Amount in Rs. Lakhs)

Particulars

Standalone

Consolidated

2015-2016 2014-2015 2015-2016 2014-2015
Total Revenue 8397.48 10736.23 9627.45 15126.19
Expenditure 5349.88 6574.22 5873.87 9741.04
EBITDA 3047.60 4162.01 3753.58 5385.15
Interest 1616.20 2077.52 2125.34 2387.21
Depreciation 234.47 310.12 249.70 326.60
Profit/(Loss) before extraordinary items & tax 1196.92 2178.66 1368.86 2650.55
Less: Extraordinary items 0.00 0.00 9.67 0.00
Profit/(Loss) after extraordinary items before tax 1196.92 2178.66 1368.86 2650.55
Current tax 339.79 713.13 433.37 958.98
Deferred tax 33.28 (13.91) 24.65 (14.97)
(Excess)/short provision of Tax earlier year (191.29) 3.58 (187.42) 22.36
Profit/(Loss) after Tax 1015.14 1475.86 1098.26 1684.19
Minority Interest 0.00 0.00 0.40 0.37
Add : Balance brought forward from previous year (includes Lancor Projects Ltd) 7727.08 8671.64 8609.93 8985.21
Less : Prior year adjustments 0.00 20.79 0.00 20.79
Available for appropriation 8742.22 8374.26 9707.79 9267.04
Dividend 405.00 405.00 405.00 405.00
Tax on dividend 82.45 94.60 82.45 94.60
Transfer to General Reserve 101.52 147.59 101.51 147.59
Balance Carried to Balance Sheet 8153.26 7727.08 9118.84 8609.93

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED ITS SUBSIDIARIES AND ASSOCIATES BUSINESSOVERVIEW

There has been no material change in the nature of business of the company

The Real Estate sector which has been suffering much pain in the last 3 years is yet tosee a recovery. The buyers are still delaying their decisions and the sector awaits thereturn of customers and investors. The home prices have been under tremendous pressurethan before as the customers are still not entering the market. As per data there was anaccumulated stock of 7 lakhs units across India by September 2015. There has beenmispricing and mis- design of project in many places. Your Company recognizes thisposition and has designed its TCP-Lake Front Phase II OMR project with apartments ofaverage sizes starting from 850 sft with a ticket size of above Rs.53 lakhs. The MSB panelapproval for TCP-Lake Front Phase II has been obtained and the project will be launched inthe next 2 months. As against 279 apartments that were reported in the last report therewill be 378 apartments as the sizes of the apartments are made more attractive andaffordable.

The commercial office space has been the only saving grace where vacancy levels arefalling down. The actual trickledown effect of many reforms and policies announced overthe last two years by the Central Government is yet to see its effects on ground.

Your company in order to de-leverage your balance sheet obtained the shareholdersapproval and monetised the land in Potheri and Vallancheri of 6.44 acres for Rs.57.31Crores and reduced the debt to Rs. 160.51 Crores as on 31.07.2016 at the group level.

As on 31.07.2016 the debt equity ratio of your Company at the Group level is 1.14:1.

Your Company has launched an Innovative Scheme titled ‘GRIHA (Guaranteed RentalIncome and Home Appreciation scheme) under which the buyer gets rental guarantee for theapartment purchased at 4.99% yield and is further assured of capital appreciation of 12%at the end of 3 years. The initial response of the scheme has been positive.

The construction of G block in Lumina has been completed and your company is makingefforts to sell its inventories in G block under the GRIHA Scheme.

The few units which are left in Townsville Town & Country at SriperumbudurTCP-Lake Front at Sholinganallur are also offered under the GRIHA Scheme.

The country's first auto rail hub in Walajabad should give a boost to realty sector inand around Sriperumbudur. Your Company's Town & Country and Townsville project inSriperumbudur will be benefitted by this. The talks are on for revival of Foxconn factoryin Sriperumbudur which would also provide impetus to Sriperumbudur and to your projects

in Sriperumbudur when it happens.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THEEND OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

The Board in its meeting held on 02nd May 2016 considered and recommended approvalfor (1) Sale/disposal of Immovable Properties of the Company comprising of Vacant landadmeasuring aggregating in all 6.44 acres located on GST road in Vallancheri and PotheriVillages Chengalpet Kancheepuram District Tamilnadu and Commercial Propertiesaggregating to (i) a total extent of 22127 sqft of super built up area in a buildingconstructed by the Company on Dr.Radhakrishnan Salai Mylapore Chennai 600004 (ii) 4thFloor of a building in Kasturibai Nagar Adayar Chennai constructed by the Companyadmeasuring an extent of 6122 sq ft of super built up area and (iii) 2nd and 3rd Floorsadmeasuring a total extent of 6954 sq ft of super built up area also constructed by theCompany at GST Road Alandur Chennai 600016 Tamilnadu India which was later approvedby the members by way of Postal Ballot the result of which was declared on 02.05.2016.

Further the Board in its meeting held on 28 May 2016 appointed Dr. V. Rajesh asCompany Secretary and Compliance Officer due to resignation of existing Company Secretaryand Compliance Officer Mr. Pradeep Kumar Nath.

Apart from these there has been no other material change and commitment effecting thefinancial position of the Company oetween the end of the financial year and the date ofthe report

FINANCIAL OVERVIEW STANDALONE

During the financial year 2015-16 the Company has on a standalone basis registeredtotal revenues of Rs.839748604 as compared to Rs. 1073623210/- in the previousyear a decrease of 21.78 % year on year. The Profit before Tax and Profit after Tax havedeclined by 45.06% 31.22% respectively.

CONSOLIDATED

The consolidated revenues of the Company during the financial year 2015-16 wasRs.962745495 a decline of 36.35% from the previous year. The Profit before Tax washigher/(lower) by (48.36%) and Profit after Tax was higher/ (lower) (after consideringminority interest) by (34.80%) as compared to the financial year 2014-15.

DIVIDEND:

The Board of Directors at its meeting held on 28th May 2016 recommended afinal dividend of Rs.1 per equity share subject to the approval of the members at theensuing Annual General Meeting of the Company for the financial year ended 31stMarch 2016.

The total dividend appropriation (excluding dividend distribution tax) for the currentyear is Rs. 4.05 crores

TRANSFER TO RESERVE:

Even though it is not mandatory on the part of the Company under section 123 of theCompanies Act 2013 read with the Companies (Declaration and Payment of Dividend) Rules2014 to transfer any specific percentage of its profits to the General reserves of theCompany before the declaration of any dividend in any financial year the Company proposesto transfer voluntarily a sum of Rs.10151479/- to the General Reserve.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year your Company has spent the balance residual amount of Rs.45600/- onthe construction of toilets for school children in Sree Sayee Vivekananda Vidyalaya inNorth Chennai. The construction got completed and the school management recorded theiracknowledgement on the services rendered by your Company in this regard.

The balance CSR amount of Rs.3843095/- (of 2% of the average net profit) has beentransferred to Lancor Foundation for the establishment of Skill Development Centre inSriperumbudur.

Your Company through ‘Lancor Foundation' has started initiative with an objectiveof not only to impart training to the youth and also to make them employable.

BOARD OF DIRECTORS AND ITS COMMITTEES

A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Non Executive Chairman who is apromoter Director of the Company with other Five Non-Executive Directors including ThreeIndependent Directors. The Company also has one Women Director who is also Non Executive.The composition of the Board of Directors is in compliance with regulation 17(1)(b) ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and Section 149of the Companies Act 2013.

The Company has received necessary declarations from the Independent Directors underSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as specified in Section 149(6) of the Companies Act 2013 and as perRegulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.

B. Meetings

The Board of Directors duly met Six (06) times during the year the details of whichare given in the corporate Governance report that forms part of this annual report. Inrespect of all such meetings proper notices were given and the proceedings were properlyrecorded and signed in the minutes book maintained for the purpose. The intervening gapbetween 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 theIndependent Directors of the Company was held on March 31 2016.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Mr. S. Sridharan (DIN-01773791)liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers him selves for re-appointment. The Board of Directors based on the recommendationof Nomination Remuneration and Governance Committee has recommended the reappointment ofMr. S. Sridharan (DIN-01773791) retiring by rotation.

Brief resumes of the Directors proposed to be re-appointed have been provided in thenote to the Notice convening the Annual General Meeting. Specific information about thenature of their expertise in specific functional areas and the names of the companies inwhich they hold Directorship and membership/chairmanship of the Board Committees as perregulation 26 (4) of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 have also been included.

D. Committees of the Board

The constitution and terms of reference of Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee and Risk Management Committee were alsoaligned with the requirements of regulations 18 to 22 of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 and the Companies Act 2013. The Company hasalso constituted Corporate Social Responsibility Committee.

A detailed note on the Committees of the Board of Directors is given in the CorporateGovernance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act 2013 states that formal evaluation needs to be madeby the Board of its own performance and that of its committees and the individualDirectors. Schedule IV of the Companies Act 2013 and regulation 17(10) of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directorsexcluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act 2013 and SEBI(Listing Obligations and ' Disclosures Requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report. None of theIndependent Directors is due for re-appointment.

F. Directors' Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act 2013 we onbehalf of the Board of Directors hereby confirm 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 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

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

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating.

G. Changes in Directors and Key Managerial Personnel

Mr. Harmohan H Sahni (DIN: 00046068) resigned as the Independent Director of theCompany with effect from November 04 2015. The Board places on record its gratitude forthe services rendered by Mr. Harmohan H Sahni during his long association with theCompany.

Mr. K.Srinivasan Chief Financial Officer resigned as key managerial personnel of theCompany with effect from June 22 2016. The Board places on record its gratitude for theservices rendered by him during his long association with the Company.

Mr. Pradeep Kumar Nath was appointed as Compliance Officer and Company Secretary ofthe Company with effect from June 23 2015 consequent to the resignation of Mr. P.Mahadevan with effect from June 06 2015. Further Dr. V. Rajesh was appointed asCompliance Officer and Company Secretary of the Company with effect from May 28 2016consequent to the resignation of Mr. Pradeep Kumar Nath with effect from May 02 2016.

H. Changes in Subsidiaries Joint Ventures and Associates

Further the Board in its meeting held on 07th May 2015 subject to the approval ofHon'ble High Court of the Judicature at Madras amalgamation of two of its wholly ownedsubsidiaries namely Lane or Guduvanchery Developments Limited (Transferor Company-1) andLancor Sriperumbudur Developments Limited (Transferor Company-2) in order to ensure bettermanagement of the both the companies as a single entity. The Company has obtained dueapproval from the concerned Regulators and the order of the Hon'ble High Court havingJudicature at Madras is awaited.

I. Significant or Material Orders Passed by Regulators/Courts

In the matter of Arbitration between the Menons and the Company the sole ArbitratorJustice (Retd.) Mr. K.P. Sivasubramaniam had passed the award on 16.03.2016. The Award ofthe Arbitrator had inter-alia cancelled the Sale Deeds dated 19.12.2008 registeredin favour of the Company in respect of 50% of undivided share of land. Pursuant to thesaid order the Company had challenged the Award in the Hon'bie High Court of Madras byfiling a Section 34 Application under the Arbitration and Conciliation Act 1996. TheCompany has engaged M/s. Raman and Associates to defend the case. The hearing in thismatter is under process

There were no any other significant or material orders passed by the Regulators orCourts or Tribunals impacting the going concern status and Company's operations in future.

J. Declaration by Independent Directors

The Company has received necessary declaration from each independent directors underSection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Audit Related Matters

A. Audit Committee

Pursuant to clause 49 of the listing agreement/regulation 18 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 and the provision of Section177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules 2014 theCompany has duly constituted a qualified and independent Audit Committee. The AuditCommittee of the Board consisting of three "Non-Executive - IndependentDirectors" as members having adequate financial and accounting knowledge. Thecomposition procedures powers and role/functions of the audit committee and its terms ofreference are set out in the Corporate Governance Report forming part of the BoardsReport.

During the period under review the suggestions put forth by the Audit Committee wereduly considered and accepted by the Board of Directors. There were no instances ofnon-acceptance of such recommendations.

B. Statutory Auditors

At the Annual General Meeting of the Company held on December 26 2014 M/s.G.M.Kapadia& Co. Chartered Accountants (Firm Registration Number 104767W) were reappointed asthe Statutory Auditors of the Company for a period of 3 years which is subject to annualratification by the members of the Company. In terms of Section 139 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014. Accordingly theappointment of M/s. G.M. Kapadia & Co. Chartered Accountants as the StatutoryAuditors of the Company is placed for ratification by the shareholders. In this regardthe Company has received a Certificate from the Auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.

The Audit committee and the Board of Directors recommend the ratification ofappointment of M/s.G.M.Kapadia & Co. Chartered Accountants as the Statutory Auditorsand to fix their remuneration. The members may ratify the appointment of M/s.G.M.Kapadia& Co. Chartered Accountants as the Statutory Auditors of the Company for thefinancial year 2016-17.

There are no qualifications or adverse remarks in the Statutory Auditors' Report whichrequire any explanation from the Board of Directors.

C. Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company has appointed M/s. V.S.Sowrirajan & Associates Company Secretar- ies-in-Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in Form No.MR.3 forFinancial year 2015-16 is annexed herewith as Annexure- A.

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any explanation from the Board of Directors.

D. Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withnotifications/ circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors at their meetingdated 01.08.2016 appointed M/s.N.Sivashankaran & Co Cost Accountants (Firm Regn No.100662) as Cost Auditor of the Company for financial year 2016-2017. In accordance withthe provision of Section 148 of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014 the remuneration payable to the Cost Auditor has to be ratified bythe members of the Company and the remuneration proposed to be paid the Cost Auditors isplaced for your ratification at the ensuing 31st Annual General Meeting. TheCost Audit Report for the financial year 2015-2016 will be filed within the periodstipulated under Companies Act 2013.

E. Internal Financial Controls

The Company has designed and implemented a process driven framework for InternalFinancial Control ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act 2013.

For the year ended March 31 2016 the Board is of the opinion that the Company hassound IFC commensurate with the nature and size of its business operations and operatingeffectively and no material weakness exits. The Company has a process in place tocontinuously monitor the same and identify gaps if any and implement new and /orimproved controls wherever the effect of such gaps would have a material effect on theCompany's operations.

Policy Matters

A. Nomination and Remuneration Policy

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

The Nomination Remuneration and Governance Committee of the Board of Directors hasformulated a Nomination and Remuneration Policy containing the criteria for determiningqualifications positive attributes and independence of a Director and policy relating tothe remuneration for the Directors key managerial personnel and senior managementpersonnel of the Company. The Nomination and Remuneration Policy is available on thewebsite of the Company at http://www.lancor.in/investorsrelations-download-ool.phD andrelevant extracts from the Policy are reproduced in Annexure B to this report.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act 2013 & regulation 21 ofSEBI(L.isting Obligations and Disclosures Requirements) Regulations 2015 the Board ofDirectors of the Company has constituted a Risk Management Committee which is entrustedwith the task of monitoring and reviewing the risk management plan and procedures of theCompany. The Company has developed and implemented a risk management framework detailingthe various risks faced by the Company and methods and procedures for identificationmonitoring and mitigation of such risks. The details of the committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Boardsreport. At present the Company has not identified any element of risk which may threatenthe existence of the Company.

C. Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy as formulated by the Corporate SocialResponsibility Committee and approved by the Board of Directors is available on thewebsite of the Company at http://www.lancor.in/ investorsrelations-download-pol.pho

As reported in the last Annual Report the Company has created a registered Trust underthe name and style of Lancor Foundation a non- profit Trust to pursue the corporatesocial responsibility policy. The Foundation works closely with and supports the Board andthe committee in identifying and implementing CSR activities. The Foundation also assiststhe Board and the committee in reporting progress of deployed initiatives and in makingappropriate disclosures on a periodic basis.

In terms of Section 134 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 Rule 9 of the Companies (Accounts) Rules 2014and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 theannual report on Corporate Social Responsibility activities of the Company is given in Annexure- C to this report.

D. Vigil Mechanism

Pursuant to regulation 22 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 and the provision of Section 177(9) read with Rule 7 of the companies(Meeting of Board and its Powers) Rules 2014 the Company has duly established a vigilmechanism for stakeholders Directors and employees to report genuine concerns aboutunethical behavior actual or suspected fraud or violation of the Company's code ofconduct 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 Chairman ofthe Audit Committee.

The Policy also provides for adequate protection to the whistle blower againstvictimization or discriminatory practices. The Policy is available on the website of theCompany at http://www.lancor.in/investorsrelations-download-pol.phD

OTHER MATTERS

A. Debentures

During the year under review the Company has not issued any debentures. As on datethe Company does not have any outstanding debentures.

B. Bonus Shares:

The Company on 26th June 2015 after due approval issued and allotted20250000 Bonus shares of Rs.2/- each in the ratio of 1 (one) new equity share for every1 (one) existing equity share held in the Company. Consequent to the issue of bonusshares the paid up share capital of the Company increased from Rs.40500000 toRs.81000000 consisting of 40500000 equity shares of Rs.2/- each.

C. Borrowings

The Company has outstanding borrowings of Rs. 1703624560/- during the financial Yearended 31st March 2016.

D. Deposits

The Company has not accepted any deposit in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview and as such no amount on account of principal or interest on public deposits wasoutstanding 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 Act2013 the dividends pertaining to the financial year 2007-08 which were lying unclaimedwith the Company was transferred to the Investor Education and Protection Fund during thefinancial year 2015 -16. The details of unclaimed dividend transferred to the InvestorEducation and Protection Fund has been detailed in the Corporate Governance Report formingpart of the Annual Report.

F. Human Resources

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

As a part of the policy for Prevention of Sexual Harassment in the organization theCompany has in place an Internal Complaints Committee for prevention and redressal ofcomplaints of sexual harassment of women at work place in accordance with SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrelevant rules thereunder. No complaints were received by the Committee during the periodunder review.

Number of employees as on March 31 2016 was 64 which include 8 women employees.

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure - D to the Board's Report none of theemployee of the Company drawing remuneration in excess of the limit specified under Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Including Amended Rules.

F. Credit Rating:

CRISIL has re-affirmed its rating of "BBB+" in respect ofcompany's long term bank loans.

G. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 a detailedreport on Corporate Governance is annexed to this report as Annexure - H together aCertificate from M/s. V. S. Sowrirajan & Associates Company Secretaries-in-Practiceaffirming compliance with the said Code.

H. Code of Conduct

In compliance with requirement of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 and Companies Act 2013 the Company has laid down a Codeof Conduct (Code) for all the Board Members and Senior Management Personnel of theCompany. The Code is also posted on the Website of the Companyhttp://www.lancor.in/investorsrelations-download-pol.php All the Board Members and SeniorManagement Personnel have affirmed their compliance with the Code for the financial yearended 31st March 2016. A declaration to this effect signed by CA Mallika Ravithe Chief Executive Officer of the Company forms part of this report.

I. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations the ManagementDiscussion and Analysis Report titled as Management Report is presented in a separatesection of the Annual Report.

J. Extract of Annual Return

In terms of Section 134 of the Companies Act 2013 read with Rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return ofthe Company for the financial year 2015-16 is provided in Annexure - E to thisreport.

K. Particulars of Loans Guarantees and Investments

In terms of Section 134 of the Companies Act 2013 the particulars of loansguarantees and investments given by the Company under Section 186 of the Companies Act2013 is detailed in (Note No.2.13) Notes to Standalone Financial Statements

L. Related Party Transactions

All related party transactions that were entered into during the financial year were atarm's length basis and were in the ordinary course of business. All related partytransactions are placed before the Audit Committee as also the Board for approval onquarterly basis for the transactions which are of a foreseen and repetitive nature. TheBoard of Directors of the Company has on recommendation of the Audit Committee adopted apolicy to regulate the transactions between the Company and its related parties incompliance with the applicable provisions of the Companies Act 2013 and rules made thereunder and the Listing Agreement. During the year the Company has not entered into anycontract/arrangement/transaction with a related party which can be considered as materialin 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 athttp://www.lancor.in/investorsrelations-download-pol.php the related party transactionsundertaken during the financial year 2015 - 16 are detailed in Notes (Note No.4.09) toAccounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in form AOC-2 is appended as Annexure- F to theBoard's Report.

M. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Lancor Holdings Limited does not carry on any manufacturing activity and accordinglythe provision to furnish information as per section 134(3)(m) of the Companies Act 2013read with the Rule 8(2) of the Companies (Accounts) Rules 2014 particulars relating to(A) Conservation of energy and (B) Technology Absorption is not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs.788981-

N. Financial Position and Performance of Subsidiaries Joint Ventures and Associates

As on 31st March 2016 the Company has four subsidiaries and one JointVenture viz. Lancor Guduvanchery Developments Limited Lancor Sriperumbudur DevelopmentsLimited Lancor Egatoor Developments Limited Lancor Maintenance & Services Limitedand a Joint Venture Central Park West Venture.

Further the Board in its meeting held on 07th May 2015 subject to the approval ofHon'ble High Court of the Judicature at Madras amalgamation of two of its wholly ownedsubsidiaries namely Lancor Guduvanchery Developments Limited (Transferor Company-1) andLancor Sriperumbudur Developments Limited (Transferor Company-2) in order to ensure bettermanagement of the both the companies as a single entity. The Company has obtained dueapproval from the concerned Regulators and the order of the Hon'ble High Court havingJudicature at Madras is awaited. Apart from the same there has been no material change inthe nature of the businesses of the subsidiaries.

The consolidated financial statement has been prepared in accordance with the relevantaccounting standards and a separate statement containing the salient features of thefinancial statement of its subsidiaries and associate in form AOC-1 is attached along withthe financial statement of the Company as Annexure-G

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website www.lancor.in and copy ofseparate audited financial statements of its subsidiaries will be provided to theshareholders at their request.

O. Green initiatives

Electronic copies of the Annual Report 2015-16 along with Notice of the Thirty FirstAnnual General Meeting are sent to all members whose email addresses are registeredwith the Company/ Depository Participant(s). For members who have not registered theiremail addresses physical copies of the Annual Report 2016 along with the Notice ofthe Thirty First Annual General Meeting are sent in the permitted mode. Membersrequiring physical copies can send a request to the Company. Further the soft copy of theAnnual Report (in pdf format) is also available on our website (www.lancor.in 1

Pursuant to Section 108 of the Companies Act 2013 Rule 20 of the Companies(Management and Administration) Rules 2014 and Listing Regulations the Company isproviding e-voting facility to all members to enable them to cast their voteselectronically on all resolutions set forth in the notice. The instructions for e-votingare provided in the notice.

P. Details in respect of frauds reported by auditors under sub section (12) of section143 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 companiesAct2013

Q. Additional Information to Shareholders

All important and pertinent investor information such as financial results investorpresentations press releases new launches and project updates are made available on theCompany's website (www.lancor.in 1 on a regular basis.

ACKNOWLEDGEMENT

The Directors would like to place on record their sincere appreciation to the Company'scustomers vendors and bankers viz. The Catholic Syrian Bank Limited Axis BankLimited City Union Bank Limited TATA Capital Housing Finance Limited LIC HousingFinance Limited and HDFC Limited for their continued support to the Company during theyear. The Directors also wish to acknowledge the contribution made by employees at alllevels for steering the growth of the organization. We thank the Government of India thestate government(s) and other government agencies for their assistance and cooperation andlook forward to their continued support in future.

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

For and on behalf of the Board of Directors of

LANCOR HOLDINGS LIMITED

Sd /- Sd /-
Place : Chennai R V Shekar R SANKARANARAYANANAN
Date : August 01 2016 Director Director
DIN:00259129 DIN:00172202