Your Directors have pleasure in presenting the 6th Annual Report (2ndAGM - Post IPO) on the business and operations of the Company and the accounts for theFinancial Year ended March 31 2017.
1. Financial Statements and Results
The Company's financial performance for the year under review along with previousyear's figures is given hereunder:
| || ||(Rs. in lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|Revenue from Operations ||7759.6 ||4312.9 |
|Other Income ||17.2 ||1.4 |
|Total Income ||7776.7 ||4314.3 |
|Less: Expenses ||7571.4 ||4236.9 |
|Profit Before Tax ||205.3 ||77.3 |
|Net Profit After Tax ||167.7 ||55.0 |
|Earnings Per Share ||2.94 ||1.32 |
2. Brief description of the Company's working during the year.
During the year under review your Company has reported total income of Rs. 7776.7lakhs for current year as compared to Rs. 4314.3 lakhs.
Your Directors do not recommend any dividend for the financial year ended March 312017.
4. Transfer to Reserve and Surplus
The amount transferred to the reserve during the year ended 31st March 2017is Rs. 198.5 lakhs (Profit for the year Rs. 167.7 lakhs and Share premium on 1540000shares @ of Rs. 2/- amounting to Rs. 30.8 lakhs).
5. Change in Capital
Increase in Authorized Share Capital
During the year under review the Authorized Share Capital of the Company was increasedfrom Rs. 70000000/- (Rupees Seven crores) divided into 7000000 (Seventy lakhs) equityshares of Rs. 10/- (Rupees Ten only) each to Rs. 110000000/- (Rupees Eleven croresonly) divided into 11000000 (Rupees One crore ten Lakh) equity shares of Rs. 10/-(Rupees Ten only) each ranking Pari Passu with the existing equity shares andconsequently CLAUSE V of Memorandum of Association was altered. The said increase inauthorized share capital and Alteration of
Memorandum of Association was approved by the Members in their Extra-Ordinary GeneralMeeting held on 10th December 2016.
6. Increase in Paid Up Share Capital
a. During the year under review the company through an Initial Public Offer (IPO)issued 1540000 shares of face value Rs. 10 each at a premium of Rs. 2/share. Post thisissue the paid up equity capital as on March 31 2017 was Rs. 57094000. b. The Companyhas issued on preferential basis 570000 warrants convertible into equivalent number ofequity shares. Apart from that the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
7. Allotment of Shares
During the year under the review the company has allotted 1540000 shares and Companyhas allotted on preferential basis 570000 warrants convertible into equivalent number ofequity shares.
The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman Mr. GajanandHarivilas Ruia and Ms. Vijayshri Krishnan as the members. The Committee is assigned rolepowers and responsibilities as provided under Clause 52 of the Equity Listing Agreementand Section 177 of the Companies Act 2013. There is no such incidence where Board has notaccepted the recommendation of the Audit Committee during the year under review.
During the year under review four (4) Audit Committee meetings were held on 12thJuly 2016 8th November 2016 28th February 2017 and 30thMarch 2017.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee comprises Mr. Suresh Babu Sankara as ChairmanMr. Gajanand Harivilas Ruia and Ms. Vijayshri Anup Krishnan as the members. The Committeeis constituted to supervise and ensure Share Transfer related matters and to look afterthe Stakeholder's Grievances.
During the year under review Stakeholders' Relationship Committee meeting was held on01st March 2017.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Mr. Suresh Babu Sankara as Chairmanand Mr. Gajanand Harivilas Ruia and Ms. Vijayshri Krishnan as the members. The Committeeis formed for the purpose of recommending the Nomination and Remuneration and evaluationof the Directors' performance.
During the year under review 2 (two) Nomination and Remuneration meetings were held on28th July 2016 and 29th March 2017.
9. Directors and Key Managerial Personnel
Mr. Harish Parameswaran (Director) who retires by rotation and being eligible forre-appointment offers himself for re-appointment is part of the agenda of the currentAnnual General Meeting. Mr. Suresh Babu Sankara Mr. Gajanand Harivilas Ruia and Ms.Vijayshri Anup Krishnan are appointed as an Independent Directors of the Company for aperiod of 5 years.
10. Internal Control and Its adequacy
The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain the reliability and authenticity of financial information.
11. 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.
12. 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.
13. Number of Board Meeting conducted during the year under review.
The Company had conducted total 11 Board meetings on the following dates 04thApril 2016 09th April 2016 09th May 2016 28th May2016 01st August 201619th August 2016 08th November2016 23rd November 2016 03rd January 2017 27th March2017 and 30th March 2017 during the financial year under review.
14. Statutory Auditors
SMD & COMPANY who are the statutory auditors of the Company hold office untilthe conclusion of this AGM and are eligible for re-appointment. They have confirmed theireligibility to the effect that their re-appointment if made would be within theprescribed limits under the Companies Act 2013 and that they are not disqualified forre-appointment.
15. Auditors' Report
The observation made in the Auditors Reports read with relevant notes thereon areself-explanatory and hence do not call for any further comments under Section 134 of theCompanies Act 2013.
16. 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.
17. 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 http://www.lancermarine.in/Policies.html link.
18. 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.
19. 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.
20. 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 has been no material order passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.
During the year the Company has not accepted any deposits under the Companies Act2013.
22. 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.
23. 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.
24. Declaration of Independent Directors
The Independent Directors have submitted their disclosures 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.
25. Management Discussion and Analysis
The Management Discussion and Analysis forms part of this Annual Report as AnnexureIII for the year ended 31st March 2017.
26. 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 inter-personal skills submissions done by the Director in varied disciplinesrelated to the Company's business etc.
27. 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 sexual harassmentat workplace and has adopted a Policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under forprevention and redressal of complaints of sexual harassment at workplace. Company iscommitted to providing equal opportunities without regard to their race caste sexreligion color nationality disability etc. All women associates (permanent temporarycontractual and trainees) as well as any women visiting the Company's office premises orwomen service providers are covered under this policy. All employees are treated withdignity with a view to maintain a work environment free of sexual harassment whetherphysical verbal or psychological. The Company has adopted a policy for prevention ofSexual Harassment of Women at workplace and has set up Committee for implementation ofsaid policy. During the year Company has not received any complaint of harassment.
28. Conservation of energy technology absorption and foreign exchange earnings andoutgo
Conservation of Energy
No specific investment has been made in reduction in energy consumption. TechnologyAbsorption
As the company has not acquired any technology the question of absorption oftechnology does not apply to the company. Foreign Exchange Earning and Outgo During theperiod under review the foreign exchange earnings or outflow were as follows:
|1) Earnings ||$ 1817639 |
|2) Outflow ||$ 1351074 |
29. 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 company's thrust is on the promotion of talent internally through jobrotation and job enlargement.
30. 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
(e) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effective.
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.
| ||By order of the Board of Directors |
| ||Sd/- |
| ||Abdul Khalik Chataiwala |
|Place: Mumbai ||Managing Director |
|Date: 28th August 2017 ||DIN Number - 01942246 |