TO THE MEMBERS
Your Directors have great pleasure in presenting the Thirty Fourth (34th) Annual Report on the business and operations of your Company together with Audited financial statement of the Company including consolidated financial statement of the Company for the financial year ended 31st March 2019 and the Auditors' report thereon.
FINANCIAL SUMMARY AND HIGHLIGHTS
(Amount in lakhs)
|2018 - 19||2017-18||2018 - 19||2017-18|
|PBT or Profit/(Loss) before Tax||557.79||652.73||512.67||681.18|
|PAT or Profit /(Loss) after tax||350.79||567.23||285.03||578.76|
|LESS: Non - Controlling Interest||0.00||0.00||(0.41)||0.09|
|Total Comprehensive Income||351.29||571.89||285.89||584.31|
|ADD: Balance Brought from FY||11948.39||11473.99||12618.81||12131.99|
|Available for appropriation||12299.68||12045.88||12904.70||12716.60|
|LESS: Tax on Dividend||16.49||16.49||16.49||16.49|
|Balance Carried to Balance sheet||12202.19||11948.39||12807.22||12618.81|
FINANCIAL OVERVIEW STANDALONE
During the financial year 2018-19 the company on a standalone basis registered a total revenue of Rs.9380 lakhs as compared to Rs.7286 lakhs in the previous year an increase of 29% year to year basis. The increase in the real estate income in turn improved the projects contribution. The overall revenue has increased by 29% of which real estate income has grown by 35%. Despite major slow down in the real estate industry across the country your company has achieved an increase of 29% on revenue stream.
During the financial year 2018-19 the Company on a consolidated basis registered a total revenues of Rs. 9352 lakhs as compared to Rs. 7707 lakhs in the previous year an increase of 21% year on year. The overall revenue has increased by 21% which mainly due to increase in the income from real estate development. Despite major slow down in the real estate industry across the country your company has achieved an increase of 21% on revenue.
BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED ITS SUBSIDIARIES AND ASSOCIATE BUSINESS OVERVIEW
During the year under review there was no change in the nature of Business of the Company. The Company is engaged in the Business of developing the commercial and residential properties.
There are no changes in the Subsidiaries of the Company or Associate Companies. There are three subsidiaries for the Company. Viz. the following
i. M/s. Lancor Maintenance and Services Limited
ii. M/s. Lancor Egatoor Developments Limited
iii. M/s. Lancor South Chennai Developments Limited.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:
There has been no material changes and commitment effecting the financial position of the Company between the end of the financial year and the date of the report.
The Board of Directors at its meeting held on 05th June 2019 recommended a final dividend of Rs.0.20 paise per equity share (i.e 10% on Equity Paid up capital) which is subject to the approval of the members at the ensuing Annual General Meeting of the Company for the financial Year ended 31st March 2019.
The total dividend is estimated for the current year(excluding divided distribution tax) is Rs.81 Lakhs.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility activities of the Company are routed through the LANCOR FOUNDATION. During the year under review there were no projects for the outlay of the CSR funds. Hence the company shall spend the unspent amount in the succeeding Financial Years.
The Corporate Social Responsibility Committee was reconstituted on 05th June. 2019 and the newly constituted Committee Will in robust manner shall engage in identification of CSR projects and shall ensure the CSR activities of the Company are duly adhered with the provision of the legislation and the CSR policy of the Company.
BOARD OF DIRECTORS AND ITS COMMITTEES
A. Composition of the Board of Directors
During the year under review there was a change in the composition of the Board. Three Independent Directors of the Company Viz. Mr S.V.Venkatesan Mr. T.P.Raman and Mr.R.Sankaranarayanan resigned from the Board on 30th March 2019 citing personal resasons. Subsequently there arose a casual vacancy in the Board on account of resignation of the Independent Directors of the Company. The Board took steps in filling the causal vacancies and identified Mr. M.Hariharan Mr. N.Vasudevan Mr. K.Harishankar Mr. S.Kamalesh and Dr.Gowri Ramachandran.
Mr. M.Hariharan and Mr. N.Vasudevan were appointed as the Additional Directors of the Company with effect 29th March 2019 and Mr. K.Harishankar Mr. S.Kamalesh and Dr. Gowri Ramachandran were appointed as the Additional Directors of the Company in the meeting held on 5th June 2019. Consequent to the appointment of these Directors in the Board the Committees of the Board were reconstituted. Thus the composition of the Board of Directors are in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act 2013.
The Company has received necessary declarations from the Independent Directors under Section 149(7) of the Companies Act 2013 stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
The Board of Directors duly met Six (06) times during the year the details of which are given in the Corporate Governance report that forms part of this annual report. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes' book maintained for the purpose. The intervening gap between 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 the Independent Directors of the Company was held on 11th February 2019.
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 eligible offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination Remuneration and Governance Committee has recommended the re-appointment of Mr. S. Sridharan (DIN-01773791) retiring by rotation.
Brief resume of the Director proposed to be re-appointed has been provided in the note to the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he held Directorship and membership / chairmanship of the Board Committees as per regulation 26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 have also been included.
D. Committees of the Board
The constitution and terms of reference of Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee and Risk Management Committee were also aligned with the requirements of regulations 18 to 22 of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and the Companies Act 2013. The Company has also constituted Corporate Social Responsibility Committee.
A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.
E. Performance Evaluation
Section 134 of the Companies Act 2013 states that formal evaluation needs to be made by the Board of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.
Pursuant to the provisions of section 134 (3)(p) of the Companies Act 2013 and SEBI (LODR) Regulations 2015 the Board has carried out an evaluation of its own performance the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
F. Directors' Responsibility Statement
In terms of the requirements of Section 134(5) of the Companies Act 2013 we on behalf of the Board of Directors hereby confirm that:
a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper expla- nation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregu- larities;
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 the Company and such internal financial controls are adequate and were operating effectively.
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.
G. Changes in Directors and Key Managerial Personnel
During the Financial Year 2018 - 19 the Independent Directors of the Company Viz. Mr. R.Sankaranarayanan Mr. S.V.Ven-katesan and Mr. T.P.Raman resigned from the Board of Directors of the Company citing personal reasons. Subsequently the Board appointed Mr. M.Hariharan and Mr.N.Vasudevan as Additional Directors in the Board with effect from 30th March 2019
Dr V Rajesh Company Secretary & Compliance Officer of the Company resigned from the Company on 27th October 2018 and Mr B. Vignesh Ram was appointed as the Company Secretary & Compliance Officer of the Company with effect from the same date
H. Changes in Subsidiaries Joint Ventures and Associates
There are no changed in the Subsidiaries Joint Ventures and Associates.
I. Significant or Material Orders Passed by Regulators / Courts
In the matter of the Commercial Property Menon Eternity the Company has preferred an Special Leave Petition with the Hon'ble Supreme Court of India againt the order of the Division Bench of the Hon'ble High Court of Madras.
There were no any other significant or material orders passed by the Regulators or Courts 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 director under Section 149 (7) of the Companies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
K. Details in respect of Frauds
The Company' auditor report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(2)(ca) of the Companies Act 2013.
Audit Related Matters
A. Audit Committee
Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules 2014 the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consisting of three Non-Executive - Independent Directors as members having adequate financial and accounting knowledge. The composition procedures powers and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.
During the period under review the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.
B. Statutory Auditors
The Company in its 33rd Annual General Meeting held on 19th September 2018 had appointed M/s. Nayan Parikh & Co. (ICAI Firm Registration No. W) as the Statutory Auditors of the Company for a term of 5 years. Appointment of a Statutory Auditor for a term of five years needs the ratification of the shareholders at every Annual General Meeting till the conclusion of the term of appointment of the Statutory Auditors.
Hence the resolution for ratification of the appointment of Statutory Auditor by the Shareholders is proposed in this Annual Genneral Meeting .
C. Secretarial Auditors
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company has appointed Mr A Mohan Kumar & Associates Company Secretaries-in-Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in Form No.MR.3 for Financial year 2018-19 is annexed herewith as Annexure to this report.
There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors.
D. Cost Auditor
As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediately preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more.
Since your company annual turnover does not exceed the threshold limit as mentioned above; hence appointment of cost auditor is not applicable for the FY 2018 -19.
E. Internal Financial Controls
There are adequate internal financial controls in place with reference to the financial statements. During the year under review these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.
F. Internal Audit
M/s. NVSRS & Associates Charted Accountants Chennai were appointed as the Internal Auditors of the Company.
A. Nomination and Remuneration Policy
The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at the Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. It is recognized that a Board comprised of appropriately qualified people with wide range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. At a minimum the Board of the Company shall consist of at least one woman Director. All Board appointments are made on merit in the context of the skills experience independence knowledge and integrity which the Board as a whole requires to be effective.
The Nomination Remuneration and Governance Committee of the Board of Directors has formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications positive attributes and independence of a Director and policy relating to the remuneration for the Directors key managerial personnel and senior management personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company at http://www.lancor.in/in-vestorsrelations-download-pol.php and relevant 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 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Board of Directors of the Company has constituted a Risk Management Committee which is entrusted with the task of monitoring and reviewing the risk management plan and procedures of the Company. The Company has developed and implemented a risk management framework detailing the various risks faced by the Company and methods and procedures for identification monitoring and mitigation of such risks. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards report. At present the Company has not identified any element of risk which may threaten the existence of the Company.
C. Corporate Social Responsibility Policy
The Corporate Social Responsibility Policy as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at http://www.lancor.in/investors/
As stated in the previous year's Annual Report the Company has created a registered Trust under the name and style of Lancor Foundation a non- profit Trust to pursue the corporate social responsibility policy. The Foundation works closely with and supports the Board and the committee in identifying and implementing CSR activities. The Foundation also assists the Board and the committee in reporting progress of deployed initiatives and in making appropriate disclosures on a periodic basis.
In terms of Section 134 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 Rule 9 of the Companies (Accounts) Rules 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 the annual 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 vigil mechanism for stakeholders Directors and employees to report genuine concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct 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 of the Audit Committee.
The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company at http://www.lancor.in/investors/
E. Sexual Harassment Policy
Your Company is an equal employment opportunity company and is committed to creating a healthy working environment that enables employees to work without fear of prejudice gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is therefore punishable.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment.
The Policy is available on the website of the Company at http://www.lancor.in/investors/
During the year under review the Company has not issued any debentures. As on date the Company does not have any outstanding debentures.
B. Bonus Shares:
During the year under review the Company has not issued any bonus shares.
The Company has outstanding borrowings of Rs. 16525.46 lakhs during the financial Year ended 31st March 2019.
The Company has not accepted any deposit in terms of Chapter V of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year under review and as such no amount on account of principal or interest on public deposits was outstanding 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 Act 2013 both interim and final dividends pertaining to the financial year 2010-11 which were lying unclaimed with the Company for the past seven years was transferred to the Investor Education and Protection Fund during the financial year 2018-19.
The details of unclaimed dividend transferred to the Investor Education and Protection Fund has been detailed in the Corporate Governance Report forming part of the Annual Report.
F. Human Resources
Employee relation continues to be cordial and harmonious at all levels and in all divisions of the Company. The Board of Directors would like to express their sincere appreciation 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 the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at work place in accordance with Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and relevant rules thereunder. No complaints were received by the Committee during the period under review.
Number of employees as on 31stMarch 2019 was 75 which include 10 women employees.
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure - D to the Board's Report.
F. Credit Rating:
CRISIL has re-affirmed its rating of BBB - Stable in respect of company'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 detailed report on Corporate Governance is annexed to this report as Annexure - H together a Certificate from Mr. A. Mohan Kumar & Associates Practicing Company Secretary affirming compliance with the said Code.
Further a certificate from Mr A Mohan Kumar & Associates Practicing Company Secretary stating that none of the Directors are disqualified under Section 164 of the Companies Act 2013 or any other provisions are attached as part of the Annual Report.
H. Code of Conduct
In compliance with requirement of regulations 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and Companies Act 2013 the Company has laid down a Code of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company http://www.lancor.in/investors/. All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31st March 2019. A declaration to this effect signed by Mrs.Mallika Ravi the 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 Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.
J. Extract of Annual Return
In terms of Section 134 (3) of the Companies Act 2013 the Annual Return of the Company for the financial year 2018 -19 is available in our company's website.
Please click the following link to download the same. www.lancor.in
K. Particulars of Loans Guarantees and Investments
In terms of Section 134 of the Companies Act 2013 the particulars of loans guarantees and investments given by the Company under Section 186 of the Companies Act 2013 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 at arm's length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee as also the Board for approval on quarterly basis for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company has on recommendation of the Audit Committee adopted a policy to regulate the transactions between the Company and its related parties in compliance with the applicable provisions of the Companies Act2013 and rules made there under and the Listing Agreement.
During the year the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in 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 at http://www.lancor.in/investors/ the related party transactions undertaken during the financial year 2018 - 19 are detailed in Notes (Note No.4.09) to Accounts of the Financial Statements.
Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act 2013 in form AOC-2 is appended as Annexure- G to the Board's Report.
M. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Lancor Holdings Limited does not carry on any manufacturing activity and accordingly the provision to furnish information as per section 134(3)(m) of the Companies Act 2013 read 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||: Nil|
N. Financial Position and Performance of Subsidiaries Joint Ventures and Associates
As on 31st March 2019 the Company has three subsidiaries and one Joint Venture viz. Lancor Egatoor Developments Limited Lancor Maintenance & Services Limited Lancor South Chennai Developments Limited and a Joint Venture Central Park West Venture.
There has been no material change in the nature of the businesses of the subsidiaries. The consolidated financial statement has also been in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiaries and associate in form AOC - 1 is attached along with the financial statement of the Company as Annexure - F
As per the provisions of Section 136 of the Companies Act 2013 the Company has placed separate audited accounts of its subsidiaries on its website http://www.lancor.in/investors/ and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.
O. Green initiatives
Electronic copies of the Annual Report 2018-19 and Notice of the Thirty Fourth Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses physical copies of the Annual Report 2019 and the Notice of the Thirty Fourth Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Further the soft copy of the Annual Report (in pdf format) is also available on our website (www.lancor.in)
Pursuant to Section 108 of the Companies Act 2013 Rule 20 of the Companies (Management and Administration) Rules 2014 and Listing Regulations the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.
P. Details in respect of frauds reported by auditors under sub section (12) of section 143 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 companies Act 2013
Q. Additional Information to Shareholders
All important and pertinent investor information such as financial results investor presentations press releases new launch- es and project updates are made available on the Company's website (www.lancor.in) on a regular basis.
The Directors would like to place on record their sincere appreciation to the Company's customers vendors and bankers viz. The Catholic Syrian Bank Limited The Axis Bank Limited The City Union Bank Limited The Axis Finance Limited and The State Bank of India for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India the State Government and other government agencies for their assistance and cooperation and look forward to their continued support in future.
Finally the Board would like to express its gratitude to the members for their continued trust cooperation and support.
|For and on behalf of the Board of Directors of|
|LANCOR HOLDINGS LIMITED|
|Date : 07th August 2019||R V Shekar||M Hariharan|