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Lancer Containers Lines Ltd.

BSE: 539841 Sector: Others
NSE: LANCER ISIN Code: INE359U01010
BSE 14:21 | 26 May 204.10 -3.30
(-1.59%)
OPEN

217.45

HIGH

217.45

LOW

202.25

NSE 14:09 | 26 May 203.55 -6.70
(-3.19%)
OPEN

210.25

HIGH

214.75

LOW

202.30

OPEN 217.45
PREVIOUS CLOSE 207.40
VOLUME 5629
52-Week high 255.00
52-Week low 26.08
P/E 22.70
Mkt Cap.(Rs cr) 615
Buy Price 203.15
Buy Qty 1.00
Sell Price 204.40
Sell Qty 5.00
OPEN 217.45
CLOSE 207.40
VOLUME 5629
52-Week high 255.00
52-Week low 26.08
P/E 22.70
Mkt Cap.(Rs cr) 615
Buy Price 203.15
Buy Qty 1.00
Sell Price 204.40
Sell Qty 5.00

Lancer Containers Lines Ltd. (LANCER) - Director Report

Company director report

To

The Members

Lancer Container Lines Limited

Your Directors are pleased to present the 10th Annual Report (6th AGM - Post IPO) onthe operations of the Company and the accounts for the Financial Year ended March 312021.

1. Financial Statements and Results

The Company's standalone financial performance for the year under review along withprevious year's figures is given hereunder:

(Amount in Rs. Crs.)
Particulars 2020-21 2019-20
Revenue from Operations 299.51 265.26
Other Income 1.48 0.8
Total income 301 266.06
Expenses 289.17 255.21
Profit Before Tax 11.82 10.85
Net Profit After Tax 8.78 8.01
Earnings per Share # 8.74 7.97

# EPS numbers are in actuals.

The company consolidated financial performance for the year under review along withprevious year's figures is given hereunder:

(Amount in Rs. Crs.)

Particulars 2020-21 2019-20
Revenue from Operations 312.6 265.26
Other Income 1.43 0.8
Total income 314.03 266.06
Expenses 300.92 255.21
Profit Before Tax 13.11 10.85
Net Profit After Tax 9.71 8.01
Earnings per Share # 9.66 7.97

# EPS numbers are in actuals.

2. Brief description of the Company's working during the year on standalone basis.

During the year under review your Company has reported Standalone total income of Rs.301.00 Cr. compared to the previous year income of Rs. 266.06 Cr. registering a growth of13.13 %. Net profit after tax is at Rs. 8.78 Cr. compared to previous year PAT of Rs. 8.01Cr. registering a growth of 9.61% over the previous year.

Performance highlight of standalone financial statements of the company are as listedunder: -

•Revenues at Rs. 299.51 Cr up 12.91 % YoY.

•EBIDTA Rs. 23.03 Cr up by 3.18 % YoY.

•PAT at Rs. 8.78 Cr up 9.61% YoY.

3. Brief description of the Company's working during the year on consolidated basis

During the year under review your Company has reported total income of Rs. 314.03 Cr.compared to the previous year income of Rs. 266.06 Cr. registering a growth of 18.03 %.Net profit after tax is at Rs. 9.71 Cr. compared to previous year net profit after tax ofRs. 8.01 Cr. registering a far better growth of 21.22% over the previous year.

Performance highlight of consolidated financial statements of the company are as listedunder: -

•Revenues at Rs. 312.6 Cr. up 17.85 % YoY.

•EBIDTA Rs 24.39 Cr. up by 9.27 % despite higher operating expenses.

•PAT at Rs. 9.71 Cr. up 21.22% YoY.

4. Dividend

The Board of Directors are pleased to recommend a dividend of 5% to the non-promotershareholders of the company on the equity shares of Rs. 10/ each which amounts to Rs.0.50 per share subject to the approval of shareholders at the 10th AGM.

5. Transfer to Reserve

The Net Profit after tax of Rs. 9.71 Crs for the FY 20-21 have been retained in theProfit and Loss Account.

6. 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.

7. Committee

Audit Committee

The Audit Committee comprises Suresh Babu Sankara as Chairman Narayanan M VariyamPraful Jain and Ameeta Ramesh as the members. The Committee is assigned role powers andresponsibilities as provided under Regulation 18 of the SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 Agreement and Section 177 of the Companies Act2013. There is no such incidence where Board has not accepted the recommendation of theAudit Committee during the year under review.

During the year under review 4 (Four) Audit Committee meetings were held on June 242020; September 04 2020; November 10 2020 and February 12 2021.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises Suresh Babu Sankara as ChairmanNarayanan M Variyam and Ameeta Ramesh as the members. The Committee is constituted tosupervise and ensure Share Transfer related matters and to look after the Stakeholder'sGrievances. During the year under review 2 (Two) meeting of Stakeholders RelationshipCommittee was held before February 12 2021 June 24 2020.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Suresh Babu Sankara as Chairman andNarayanan M Variyam and Ameeta Ramesh as the members. The Committee is formed for thepurpose of recommending the Nomination and Remuneration and evaluation of the Directors'performance. During the year under review 2 (Two) meeting of Nomination and RemunerationCommittee was held on June 24 2020 and September 04 2020.

•Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Abdul Khalik Chataiwala asChairman Praful Jain Narayanan Moolanghat Variyam 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 2020 -21 an amount of Rs. 2161689/-The details ofthe expenditure are mentioned is CSR report annexed to the report.

•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 February 12 2021.

8. Board Meetings

The Board of Directors met 6 times during the year as follows: -

Sl. No. Date of Meeting Board Strength No. of Directors Present
1 24/06/2020 6 6
2 02/07/2020 6 3
3 17/07/2020 6 3
4 04/09/2020 6 4
5 10/11/2020 6 6
6 12/02/2021 6 4

9. Details of Directors and Key Managerial Personnel

Sr. No. Name of Directors & Key Managerial Personnel DIN/PAN Category cum designation No. of shares held as on March 31 2021
1 Abdul Khalik Abdul Kadar Chataiwala 01942246 Chairman & Managing Director 5809520
2 Suresh Babu Sankara 02154784 Independent Director Nil
3 Vijayshri Krishnan Anup* 07258233 Independent Director Nil
4 Narayanan Moolanghat Variyam 08109682 Independent Director Nil
5 Sumit Sharma* COHPS0112N Company Secretary & Complaince Officer Nil
6 Narayanan Kutty Parakattil AUAPP4209J Chief Executive Officer 8
7 Amol Mohan Shirke 08681663 Whole-Time Director Nil
8 PrafulJain 08000808 Whole-Time Director Nil
9 Ranjana Sandeep Shinde AIGPG1277P Chief Financial Officer Nil
10 Sadik Jafar Thange* BAHPT2446R Company Secretary & Complaince Officer Nil

Note:

•Vijayshri Krishnan Anup Independent Director retired on with effect from August20 2020.

•Sumit Sharma resigned as Company Secretary and Compliance Officer with effectfrom July 21 2020

•Ameeta Ramesh appointed as Independent Director with effect from August 212020.

•Sadik Jafar Thange was appointed as Company Secretary and Compliance Officer witheffect from September 04 2020 and he resigned from above post with effect from June 152021.

•Archana Chandrakant InduLkar was appointed as Company Secretary and ComplianceOfficer with effect from August 122021

10. 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) With respect to section 134(3) (ca) there were no frauds reported by auditors undersub-section (12) of section 143 other than those which are reportable to the CentralGovernment.

(f) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(g) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. Related Party Transactions:

All related party transactions that were entered into during FY 2020-21 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 March 312021 and the link for the same isbelow:

•Company Website:http://lancercontainer.com/uploads/investor/79c9d4693fd9c8acb9b458f32c72716b.pdf

•Bombay Stock Exchange Website: https://www.bseindia.com

12. Subsidiary Associate and Joint venture

As per the provisions of Section 129(3) of the Act a statement containing the salientfeatures of the financial statements of the Company's subsidiaries and Joint ventures inForm AOC-1 is attached to the financial statements of the Company ( AOC-1 added as anannexure to the director report).

13. 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.

14. 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).

15. Vigil Mechanism

•Your Company believes in promoting a fair transparent ethical and professionalwork environment. The Board of Directors of the Company pursuant to the provisions ofSection 177 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has framed "Vigil Mechanism" for Directors andemployees of the Company for reporting the genuine concerns or grievances or cases ofactual or suspected fraud or violation of the Company's code of conduct and ethicspolicy. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.lancerline.com under http://www.lancerline.com/uploads/investor/683b5d66339902b17675e26bb3d23cb7.pdf

16. 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 2020-21 and percentage change in the remuneration of each Director inthe FY 2020-21:

Name of the Director Designation Ratio of remuneration of the Director to the median remuneration % increase in Remuneration
Abdul Khalik Chataiwala Chairman & Managing Director 27.01 0
Praful Jain Executive Director 5.40 654.16
Amol Mohan Shirke Executive Director 5.21 741.02

2. Percentage increase in the remuneration of Chief Executive Officer Chief FinancialOfficer and Company Secretary in the FY 2020-21: -

Name Designation % Increase in Remuneration
Narayanan Kutty Parakattil Chief Executive Officer 2.45
Ranjana Sandeep Shinde Chief Financial Officer 71.04
Sumit Sharma Company Secretary & Compliance Officer -
Sadik Jafar Thange Company Secretary & compliance officer -

Note:

• Sumit Sharma resigned as Company Secretary with effect from July 24 2020.

3. There were 184 permanent employees on the rolls of the Company at the end of the FY202021.

4. The median remuneration of employees of the Company decrease by -5.30 %in the FY 2020 - 21 compared to the median in FY 2019-20.

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. Average percentile increase in the salaries of employees other than the managerialpersonnel in the 2020-21 was 21.27 % and the percentile increase in the managerialremuneration was 63.81 % in 2020-21.

7. 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 750000* Permanent MBA 33 Years 07.03.2011 56 years NA 57.82
2 Smitha Manesh Manager- Customer Service (Middle East) 200000 Permanent B.Com 9 Years 01.11.2012 42 Years NA 0.11 -
3 Fauzan Chataiwala Senior Manager 150000 Permanent B.Com 6.5 Years 01.03.2015 23 Years N.A 1.59 Son of Abdul Khalik Chataiwala
4 Nagender Vashishth Director- Northern Region 162111 Permanent MBA- International marketing 13 Years 11.11.2014 38 Years Opal Asia Logistics 0.00 '
5 Amol Mohan Shirke Director 144620 Permanent B.Com 20 years 13.06.2016 36 Years Ceyline Logistics 0.00 -
6 Tarannum Chataiwala Sr. Manager-Admin. 125000 Permanent B.Com 8 Years 01.04.2012 45 Years N.A 10.37 Wife of Abdul Khalik Chataiwala
7 Shyam Gangaram Lalwani Director - Gujarat Region 123192 Permanent B.Com 15 Years 01.05.2012 36 Years Radiant Maritime Pvt Ltd 0.00
8 PrafulJain Director 150000 Permanent MBA 13 Years 01.11.2019 35 Years Reliance 0.00
9 Ranjana S. Shinde CFO 125000 Permanent M.Com (gdca) 16 Years 05.07.2019 47 Years New Globe logistics Up 0.00
10 Probodh Kumar General Manager 150000 Permanent PGDPM (COMPUTER APPLICATION) 27 Years 16.09.2019 52 Years Radiant Maritime Pvt Ltd 0.00

17. Sexual Harassment

There was no case filed 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.

18. 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 Annual Return in MGT - 7 is also placed onour website at www. lancerline.com under Investor relations ^Annual Report.

19. 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.

20. Deposits:

During the year the Company has not accepted any deposits under Chapter V - Acceptanceof Deposits by Companies under the Companies Act 2013.

21. 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.

22. 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.

23. 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.

24. 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: $ 2551000.46

•Outflow: $ 2290938.81

25. 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.

26. 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.

27. 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.

28. Acknowledgement.

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 of Directors wish to express their gratitude to the members for theirtrust and support.

29. COVID-19 :

Coronavirus 2019 (COVID-19) an infectious disease which leads to acute respiratorysymptoms and can also lead to loss of life was first identified in December 2019.Following the COVID-19 outbreak in India the government announced the first phase of thenationwide lockdown for 21 days from March 25 2020 to contain the spread of theinfection. Detailed disclosure of material impact of Covid-19 Pandemic on company isavailable in the website of the company at http://www.lancermarine.in/Disclosure%20of%20material%20impact%20of%20Covid-19%20Pandemic.pdf

.