Lancer Container Lines Limited
Your directors are pleased to present the 8th Annual Report (4thAGM - Post IPO) on the operations of the Company and the accounts for the Financial Yearended 31st March 2019.
1. Financial Statements and Results
The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
(Amount in Rs. Crs)
|Particulars ||2018 -19 ||2017 -18 |
|Revenue from Operations ||197.41 ||109.45 |
|Other Income ||0.55 ||1.26 |
|Total income ||197.96 ||110.71 |
|Expenses ||186.26 ||101.45 |
|Profit Before Tax ||11.70 ||9.26 |
|Net Profit After Tax ||8.22 ||6.86 |
|Earnings per Share # ||8.18 ||9.78 |
# EPS numbers are in actuals.
2. Brief description of the Company's working during the year.
During the year under review your Company has reported total income of Rs. 197.96 Crscompared to the previous year income of Rs. 110.71 Crs. registering a growth of 78.8 %.Net profit after tax is at Rs. 8.22 Crs compared to previous year net profit after tax ofRs. 6.86 Crs. registering an increase of 20.03 % over the previous year. The increasedprofits during the year have been achieved due to better performance on the parameters aslisted under: -
Revenues at Rs.197.96 crores up 78.8 % YoY.
EBIDTA at Rs.20.5 crores up 46.7% YoY despite higher operating expenses.
PAT at Rs.8.22 crores up 20.03 % YoY.
Given the growth phase of the company and the continuous need of funds towards capexspending your company is required to deploy the surplus funds towards growth funding.Hence as a matter of financial prudence your directors do not propose a dividend for thefinancial year ended 31st March 2019.
4. Transfer to Reserve
The Net Profit after tax of Rs. 8.22 Crs for the FY 18-19 have been retained in theProfit and Loss Account.
5. Change in capital Structure
During the year under review your company has not issued any shares of any category.Thus there is no change in Capital structure of the Company.
The Audit Committee comprises Suresh Babu Sankara as Chairman Narayanan M Variyam andVijayshri Krishnan Anup as the members. The Committee is assigned role powers andresponsibilities as provided under Clause 52 of the Equity Listing Agreement and Section177 of the Companies Act 2013. There is no such incidence where Board has not acceptedthe recommendation of the Audit Committee during the year under review.
Further it may be noted that Gajanand Ruia who was a member of the audit committeeduring the year has resigned with effect from 28th March 2019 on account ofhealth reasons. The disclosures as required under the guidelines have been made to thestock exchange. During the year under review 7 (Seven) Audit Committee meetings were heldon 13th April 2018 21st April 2018 05th June 2018 13thAugust 2018 13th November 2018 13th Feb 2019 28thMarch 2019.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises Suresh Babu Sankara as ChairmanNarayanan M Variyam and Vijayshri Krishnan Anup as the members. The Committee isconstituted to supervise and ensure Share Transfer related matters and to look after theStakeholder's Grievances. During the year under review 1 (One) meeting of StakeholdersRelationship Committee was held on 28th March 2019.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Suresh Babu Sankara as Chairman andNarayanan M Variyam and Vijayshri Krishnan Anup as the members. The Committee is formedfor the purpose of recommending the Nomination and Remuneration and evaluation of theDirectors' performance. During the year under review 1 (One) meeting of Nomination andRemuneration Committee was held on 21st April 2018.
Corporate Social Responsibility Committee
The board of directors at its meeting held on 4th July 2018 at itsregistered office has constituted the Corporate Social Responsibility Committee u/s. 135(1) of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy)Rules 2014. The Corporate Social Responsibility Committee comprises of Abdul KhalikChataiwala as Chairman Harish Parameswaram and Suresh Babu Sankara as members.
As mandated under Section 135 of the Companies Act 2013 the company was required tospend towards CSR activities in the FY 2018 -19 to the tune of Rs. 831000. The companyduring the year spent Rs. 400000 towards promotion of education & Rs. 431000 towardsmedical treatment of chronic conditions of the poor and needy patients. Your companybelieves in giving back to the society in which it operates and remains committed towardsmaking a difference to the needy people through it CSR initiatives.
Independent Directors Meeting
As required under Clause 8 (1) of Schedule 4 to the Companies Act 2013 a meeting ofthe independent directors without the attendance of non-independent directors and themembers of the management was held on 28th March 2019.
7. 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 ||13/04/2018 ||7 ||7 |
|2 ||21/04/2018 ||7 ||7 |
|3 ||05/06/2018 ||8 ||4 |
|4 ||14/06/2018 ||8 ||7 |
|5 ||04/07/2018 ||8 ||7 |
|6 ||25/07/2018 ||8 ||6 |
|7 ||13/08/2018 ||8 ||7 |
|8 ||23/08/2018 ||8 ||6 |
|9 ||09/10/2018 ||8 ||6 |
|10 ||14/11/2018 ||7 ||3 |
|11 ||03/01/2019 ||7 ||5 |
|12 ||13/02/2019 ||7 ||5 |
|13 ||28/03/2019 ||7 ||5 |
|14 ||29/03/2019 ||6 ||4 |
8. Details of Directors and Key Managerial Personnel
|Name of Directors . & Key Managerial Personnel ||DIN/PAN ||Category cum designation ||Member of Audit Committee ||No. of shares held as on 31st March 2019 |
|Abdul Khalik Abdul Kadar Chataiwala ||01942246 ||Chairman & Managing Director ||No ||3924120 |
|Suresh Babu Sankara ||02154784 ||Independent Director ||Chairman of Audit Committee ||NIL |
|Manesh Sudhakaran Vadakkath ||03153583 ||Executive Director ||No ||1200 |
|Harish Parameswaran ||05249722 ||Executive Director ||No ||NIL |
|Vijayshri Krishnan Anup ||07258233 ||Independent Director ||Yes ||NIL |
|Narayanan Moolanghat Variyam ||08109682 ||Independent Director ||Yes ||NIL |
|Sumit Sharma ||COHPS0112N ||Company Secretary & Compliance Officer ||No ||NIL |
|Narayanan Kutty Parakattil ||AUAPP4209J ||Chief Executive Officer ||No ||8 |
Narayanan Moolanghat Variyam was appointed as an Independent Director on 13thApril 2018 via
postal Ballot details of which is available on BSE & Company website.
Sumit R Sharma was appointed as Company Secretary & Compliance Officer on 20thMay 2019.
Fauzan Chataiwala Executive Director resigned with effect from 09thOctober 2018.
Gajanand Harvilas Ruia Independent Director resigned with effect from 28thMarch 2019.
Rajeev Bhavnani resigned from post of Chief Financial Officer with effect from20th May 2019.
Anchal Gupta Company Secretary & Compliance Officer resigned with effectfrom 05th April 2019.
9. Director Responsibility Statement
The Directors' Responsibility Statement referred to in clause 134(3)(c) of theCompanies Act 2013 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
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(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.
10. Related Party Transactions:
All related party transactions that were entered into during FY 2018-19 were on anarm's length basis and were in the ordinary course of business and disclosed in thefinancial Statements. There were no materially significant related party transactions madeby the Company with Promoters Directors KMPs or Body Corporate(s) which had a potentialconflict with the interest of the company at large. Accordingly the disclosure of relatedparty transactions as required under the provisions of Section 134(3)(h) of the Act inForm AOC-2 is not applicable. The Directors draw attention of the members to notes toFinancial Statements which sets out related party disclosures.
All Related Party transaction are uploaded on company's website and same has beenintimated to Stock exchange for period ended 31st March 2019 and the link forthe same is below:
Company Website: http://www.lancermarine.in/SEIntimation.pdf
Bombay Stock Exchange Website:
11. Statutory Auditor's reports and comments thereon
Soman Uday & Co. (FRN: - 110352W) Chartered Accountants is the Statutory Auditorfor the year under review. There are no qualifications or adverse remarks in the Auditors'Report which require any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.
12. Secretarial Audit Report and comments thereon
M/s. Geeta Canabar & Associates (M No. 8702) Company Secretaries in practice havebeen appointed to undertake the Secretarial Audit of the Company pursuant to theprovisions of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 read with regulation 24A of SEBI LODRregulations 2015 as amended from time to time. There are no qualifications or adverseremarks in the Secretarial Auditors' Report which require any clarification/ explanationfrom board of directors or company's management. The Report of the Secretarial Auditor isannexed to the Board's Report as Annexure I.
As required under SEBI LODR Regulations 2015 a compliance certificate from PracticingCompany Secretary regarding compliance of conditions of Corporate Governance is annexedherewith (Annexure II).
13. Vigil Mechanism
Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company pursuant to the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has framed "Vigil Mechanism" for Directors and employees ofthe Company for reporting the genuine concerns or grievances or cases of actual orsuspected fraud or violation of the Company's code of conduct and ethics policy. TheVigil Mechanism Policy has been uploaded on the website of the company atwww.lancermarine.in under http://www.lancermarine.in/Policies.html
14. Disclosure required under Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
1. Ratio of the remuneration of each Director to the median remuneration of theemployees for the FY 2018-19 and percentage change in the remuneration of each Director inthe FY 201819:
|Name of the Director ||Designation ||Ratio of remuneration of the Director to the median remuneration ||% increase in Remuneration |
|Abdul Khalik Chataiwala ||Chairman & Managing Director ||12.99 ||41.02 |
|Manesh Sudhakaran Vadakkath ||Executive Director ||12.99 ||28.05 |
|Harish Parameswaran ||Executive Director ||5.00 ||22.48 |
For Fauzan Chataiwala the Ratio of remuneration of the director to the medianremuneration is 3.25 and % increase in Remuneration is 19.29
2. Percentage increase in the remuneration of Chief Executive Officer Chief FinancialOfficer and Company Secretary in the FY 2018-19: -
|Name ||Designation ||% Increase in Remuneration |
|Narayanan Kutty Parakattil ||Chief Executive Officer ||29.09 |
|Rajeev Bhavnani ||Chief Financial Officer ||41.62 |
|Anchal Gupta ||Company Secretary & Compliance Officer ||8.99 |
3. There were 173 permanent employees on the rolls of the Company at the end of the FY201819.
4. The median remuneration of employees of the Company increased by 34.76 % in the FY201819 compared to the median in FY 2017-18.
5. The increment given to each individual employee is based on the employee'spotential experience as also their performance and contribution to the Company's progressover a period of time and also as per market trend.
6. Affirmation: Remuneration paid to Directors KMP and other employees is as per theremuneration policy of the Company.
Disclosure required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is as follows: -
|Sr. No. ||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 ||Abdul Khalik Chataiwala ||Chairman & Managing Director ||550000 * ||Permanent ||MBA ||31 Years ||07.03.2011 ||55 years ||NA ||39.06 ||Father of Fauzan Chataiwala |
|2 ||Manesh Sudhakaran Vadakkath ||Executive Director ||350000 ||Permanent ||B.Com ||21 Years ||09.05.2016 ||45 Years ||Radiant Maritime Pvt.Ltd. ||Negligible ||No |
|3 ||Smitha Manesh ||Manager- Customer Service (Middle East) ||150000 ||Permanent ||B.Com ||7 Years ||01.11.2012 ||41 Years ||NA ||0.12 ||Wife of Manesh Sudhakaran Vadakkath |
|4. ||Fauzan Chataiwala ||Executive Director ||150000 # ||Permanent ||B.Com ||4.5 Years ||01.03.2015 ||22 Years ||N.A ||1.59 ||Son of Abdul Khalik Chataiwala |
|5. ||Harish Parameswaran ||Executive Director ||136756 ||Permanent ||MBA ||19 Years ||21.12.2015 ||44 Years ||Citi Bank ||- ||No |
|6. ||Nagender Vashishth ||Deputy General Manager- North ||133900 ||Permanent ||MBA- International marketing ||11 Years ||11.11.2014 ||37 Years ||Opal Asia Logistics || ||No |
|7. ||Amol Mohan Shirke ||General Manager ||118000 ||Permanent ||B.Com ||18 years ||13.06.2016 ||35 Years ||Ceyline Logistics || ||No |
|8. ||Rajeev Bhavnani ||Chief Financial Officer ||101800 ||Permanent ||MBA ||26 Years ||30.10.2017 ||48 Years ||Vardhaman Plastochem Pvt.Ltd. || ||No. |
|9. ||Tarannum Chataiwala ||Sr. Manager- Admin. ||100000 ||Permanent ||B.Com ||6 Years ||01.04.2012 ||44 Years ||N.A ||10.37 ||Wife of Abdul Khalik Chataiwala |
|10. ||Shyam Gangaram Lalwani ||Deputy General Manager- Gujarat ||98250 ||Permanent ||B.Com ||13 Years ||01.05.2012 ||35 Years ||Radiant Maritime Pvt Ltd || ||No |
* With effect from Dec 2018 # Till Oct 2018
15. Sexual Harassment
There was no case filled during the year under the Sexual Harassment of Women atworkplace (Prevention Prohibition & Redressal) Act 2013. Further the Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employees. Furtheryour company has complied with constitution of Internal Complaint Committee.
16. 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 an extract of annual return in MGT 9(Annexure III) is attached to this Report. The same document is also placed on our websiteat www.lancermarine.in under Investor relations ^Corporate Announcement.
17. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
There are no material orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future. We however bring to theattention of the members matters which are in the nature of disputes & theirassociated claims. For all the below stated matters the company has or is in the processof refuting the incorrect and invalid claims.
|Party Name ||Details of Claim ||Current Status |
|Structural Insulation & Glazing company (P) Ltd Lucknow. ||Claim filed in court of Lucknow for Rs.2535670 towards detention ground rent duties other charges cost of litigation interest and damages towards incorrect port of destination code entered in IGM. ||The company has taken suitable steps to defend its position and interest and believes that these cases have no merits and are invalid claims. |
|V Cube Logistics Private Limited Ahmedabad. ||Claim of Rs. Rs.1566315 in the NCLT court of Mumbai towards refund of advance and interest thereon. ||Two hearings have been completed but the petition has not yet been admitted by the Honourable Court. The court has asked the petitioner to give the C forms as demanded by us in our various correspondence with the petitioner. |
During the year the Company has not accepted any deposits under Chapter V - Acceptanceof Deposits by Companies under the Companies Act 2013.
19. Particulars of loans guarantees or investments under Section 186 of Companies Act.
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 which falls under the definition of Section 186.
20. Declaration of Independent Directors
The Independent Directors have submitted their affirmation to the Board that theyfulfill 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.
21. 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.
22. Conservation of energy technology absorption and foreign exchange earnings andoutgo
a) Conservation of Energy
The Company has always been conscious of the need for conservation of energy and hasbeen sensitive in making progress towards this initiative. Adequate measures are alwaystaken to ensure optimum utilization and maximum possible saving of energy at the officesof the Company.
b) Technology Absorption
The Company continues to integrate the latest proficient technology innovations andimprovement as introduced. The Company has invested significant resources in technologicalcapabilities and has developed a scalable technology system. Your Company has rolled outEBMS 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 asfollows:
Earnings: $ 4219090
Outflow: $ 4680404
23. Adequacy of Internal Financial Controls
The Company has adequate internal financial controls in place with reference tofinancial statements. These are continually reviewed by the Company to strengthen the samewherever required. The internal control systems are supplemented by internal audit carriedout by an independent firm of Chartered Accountants and periodical review by theManagement. The Audit Committee of the Board addresses issues raised by both the InternalAuditors and the Statutory Auditors.
24. Remuneration policy and criteria for selection of candidates for appointment asdirectors key managerial personnel and senior leadership positions.
The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Employees of senior leadership Position as well as well-defined criteria forthe selection of candidates for appointment to the said positions which has been approvedby the Board. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to the executive and non-executive Directors (by way ofsitting fees) Key Managerial Personnel. The criteria for selection of candidates for theabove positions cover the various factors and attributes which are considered by theNomination & Remuneration Committee and the Board of Directors while making aselection of the candidates. The above policy along with the criteria for selection isavailable at the website of the Company at http://www.lancermarine.in/Policies.html.
25. Risk Management.
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 committeeis not applicable to the company. Nevertheless the company does assess the various risksfaced by it in its various areas of operations and mitigates them from time to time.
The Company wishes to thank its investors banking community rating agencies and stockexchanges for their support. The Company would like to take this opportunity to expresssincere thanks to all its valued customers vendors agents and suppliers for theircontinued support and patronage. The Directors express their deep sense of appreciation toall the employees whose outstanding professionalism commitment and initiative has madethe organization's growth and success possible and continue to drive its progress.Finally the Board Directors wish to express their gratitude to the members for theirtrust and support.
| ||For and on behalf of the Board of Directors Lancer Container Lines Limited |
| ||Sd/- |
| ||Abdul Khalik Chataiwala |
|Place: Navi Mumbai ||Chairman & Managing Director |
|Date: 29th August 2019 ||(DIN:- 01942246) |