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Lancor Holdings Ltd.

BSE: 509048 Sector: Infrastructure
NSE: N.A. ISIN Code: INE572G01025
BSE 00:00 | 18 Jun 24.00 0.35






NSE 05:30 | 01 Jan Lancor Holdings Ltd
OPEN 24.95
52-Week high 45.00
52-Week low 23.00
P/E 16.55
Mkt Cap.(Rs cr) 97
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.95
CLOSE 23.65
52-Week high 45.00
52-Week low 23.00
P/E 16.55
Mkt Cap.(Rs cr) 97
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


Dear Member(s)

Your Directors have great pleasure in presenting the 32 nd 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 2017 and the Auditors' report thereon.


(Amount in Rs. Lakhs)

Standalone Consolidated
2016 17 2015 - 2016 2016 17 2015 2016
Total Revenue 7956.45 8397.48 8372.73 9627.45
Expenditure 3809.58 5349.88 4133.78 5873.87
EBITDA 4146.87 3047.60 4238.95 3753.58
Interest 2078.58 1616.20 2078.58 2125.34
Depreciation 210.34 234.47 271.85 249.70
Profit / (Loss) before 1857.95 1196.92 1888.52 1378.54
extraordinary items & tax
Less Extraordinary items 0 0 0 9.67
Profit / (Loss) after 1857.95 1196.92 1888.52 1368.86
extraordinary items & tax
Current tax 0 339.79 8.83 433.37
Deferred tax 14.26 33.28 16.51 24.65
(Excess) / short provision of (18.52) (191.29) (18.52) (187.42)
Tax earlier year
Profit / (Loss) after Tax 1862.21 1015.14 1881.70 1098.27
Minority Interest 0 0 0.15 0.4
Add : Balance brought forward 8153.25 7727.08 9118.842 8609.93
from previous year
(includes LGDL & LSDL)
Less : Prior year adjustments - - - -
Available for appropriation 10911.26 8742.22 11625.87 9707.79
Dividend 81 405 81 405
Tax on dividend 16.49 82.45 16.49 82.45
Transfer to General Reserve - 101.52 - 101.51
Balance Carried to Balance 10813.76 8153.26 11528.39 9118.84


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

The demand in the real estate sector continued to be subdued in 2016-17 and thedemonetization has completely halted the demand between November 2016 and January 2017.Since February 2017 the enquiries and the site visits have been improved; however theconversions have been slow.

In the last one year your company has been focusing on liquidating its inventories. Asummary of completed/ongoing projects has been detailed in the Management Discussion andAnalysis Report forming part of the Annual Report.


There has been no other material changes and commitment effecting the financialposition of the company between the end of the financial year and the date of the report.



During the financial year 2016-17 the Company has on a standalone basis registeredtotal revenues of Rs.795644708/- as compared to Rs. 839748604/- in theprevious year a decrease of 5.25% year on year. However due to effectiveoperations the overall expenditure has reduced from Rs. 720056354/- duringprevious FY 2015 -16 to Rs.609849962/- in FY 2016 -17 a straight decrease of 15.31%in expenditure consequently the Profit before Tax and Profit after Tax have increase by 55.23%and 83.44% respectively.


The consolidated revenues of the Company during the financial year 2016-17 was Rs.837273400a decline of 13.03% from the previous year. The Profit before Tax was higher by37.96% and Profit after Tax was higher (after considering minority interest) by 71.38%as compared to the financial year 2015-16.


The Board of Directors at its meeting held on 29 May 2017 recommended a nal dividend of0.20 paise per equity share(i.e.10% on Equity Paid up capital) subject to theapproval of the members at the ensuing Annual General Meeting of the Company for thefinancial year ended 31 March 2017.

The total dividend appropriation (excluding dividend distribution tax) for the currentyear is Rs.81 lakhs.


During the year your Company has transferred Rs.39.35 lakhs to LancorFoundation towards meeting of its objective.

Your Company through 'Lancor Foundation' has started initiative with an objective ofnot only to impart training to the youth at the rural area and also to make thememployable.


A. Composition of the Board of Directors

The Board of Directors of the Company comprises of Non Executive Chairman who is apromoter of the Company along with him other Five Non-Executive Directors including ThreeIndependent Directors. The Company also has one Women Director who is also a NonExecutive. The composition of the Board of Directors is in compliance with regulation17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 andSection 149 of 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 speci ed 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 Eight (08) 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 February 07 2017.

C. Re-appointment of Director Retiring by Rotation (1/3 as per AOA no.100)

In terms of Section 152 of the Companies Act 2013 Mrs. Sangeetha Shekar(DIN-03344252) liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. The Board of Directors based on therecommendation of Nomination Remuneration Committee has recommended the re-appointmentof Mrs. Sangeetha Shekar (DIN-03344252) retiring by rotation.

Brief resume of the Director proposed to be re-appointed have been provided in the noteto the Notice convening the Annual General Meeting. Speci c information about the natureof her expertise in speci c functional areas and the names of the companies in which shehold Directorship and membership / chairmanship of the Board Committees as per regulation26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 havealso been included.

D. Committees of the Board

The Constitution and terms of reference of Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee and Corporate Social ResponsibilityCommittee were aligned with the requirements of regulations 18 to 22 of SEBI (ListingObligations and Disclosure Obligations) Regulations 2015 and as per Companies Act 2013.

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 Disclosure 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(LODR) Regulations 2015 the Board has carried out an evaluation of its own performancethe Directors individually as well as the evaluation of the working of its Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report. None of the Independent 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 con rm 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 suf cient 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;

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

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

There are no changes in the directorship.

Mr. R. Sridhar was appointed as Chief Financial Officer of the Company with effect fromAugust29 2016 consequent to the resignation of Mr. K. Srinivasan with effect from June22 2016. Further Mr. K. Prakash was appointed as Chief Financial Officer of the Companywith effect from March 20 2017 consequent to the resignation of Mr. R. Sridhar withimmediate effect from March 20 2017.

H. Changes in Subsidiaries Joint Ventures and Associates

The Hon'ble High court of Madras vide its order dated January 03 2017 approved thescheme of Amalgamation of two wholly owned subsidiaries viz. Lancor GuduvancheryDevelopments Limited and Lancor Sriperumbudur Developments Limited with your Company witheffective from the appointed date i.e. April 01 2015.

I. Signi cant or Material Orders Passed by Regulators / Courts

In the matter of the Commercial Property "Menon Eternity" owned bythe Company the arbitrator had issued an award dated March 16 2016 invalidating thesales deeds registered in favour of the Company. The single bench of the Hon'bleHigh court of Madras by its judgment delivered on December 23 2016 set aside the Awardof the Arbitrator with regard to the invalidation of the Sale deeds and hence con rmedthe title in favour of the Company. Subsequently the land owners have gone on appealbefore the division bench in the Hon'ble High Court of Madras which is being contested bythe Company. In the meanwhile the Company has also led cross objection on certainmatters.

There were no any other signi cant 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 director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown 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 regulation 18 of SEBI (LODR) 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 quali ed and independent Audit Committee. The AuditCommittee of the Board consisting of three "Non-Executive - Independent Directors"as members having adequate financial and accounting knowledge. The compositionprocedures powers and role/functions of the audit committee and its terms of referenceare 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 wereduly considered and accepted by the Board of Directors. There were no instances ofnon-acceptance of such recommendations.

B. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of Office of M/s.G.M.Kapadia & Co as the Statutory Auditor of theCompany will conclude from the close of ensuing Annual General Meeting of the Company. TheBoard of Directors places on record its appreciation to the services rendered byM/s.G.M.Kapadia & Co as the Statutory Auditors of the Company.

Subject to the approval of the Members the members of the Audit Committee and Board ofDirectors of the Company has recommended the appointment of M/s. Nayan Parikh & Co.(ICAI Firm Registration No.:107023W) Chartered Accountants as the Statutory Auditor ofthe Company. Accordingly the Board recommends the resolution in relation to appointmentof Statutory Auditor for the approval by the shareholders of the Company

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

C. Secretarial Audit

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. RabiNarayan & Associates Company Secretaries-in-Practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report in Form No.MR.3 for Financialyear 2016 17 is annexed herewith as Annexure- A.

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

D. Cost Audit

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost recordsand audit) Rules 2014 the applicability of Cost audit is based on overall annual turnoverof the company from all its products and services during the immediately precedingfinancial year of rupees one hundred crore or more and the aggregate turnover of theindividual product or products or service or services for which cost records are requiredto be maintained under rule 3 is rupees thirty ve crore or more.

Since your company annual turnover does not exceed the threshold limit as mentionedabove; hence appointment of cost auditor is not applicable for the FY 2017 - 18.

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 Section134(5)(e) of the Companies Act 2013.

For the year ended March 31 2017 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 exists. 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.


A. Nomination and Remuneration Policy

The Company recognizes and embraces the bene ts 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 quali ed people with wide range of experience relevant tothe 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 Committee of the Board of Directors has formulated aNomination and Remuneration Policy containing the criteria for determining quali cationspositive attributes and independence of a Director and policy relating to the remunerationfor the Directors key managerial personnel and senior management personnel of theCompany. The Nomination and Remuneration Policy is available on the website of the Companyat and relevant extracts from the Policy arereproduced in Annexure B to this report.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act 2013 & regulation 21 ofSEBI(Listing 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 identi cationmonitoring 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 identi ed 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

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 af rms that no personnel have been denied direct access to the Chairman of theAudit 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


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:

During the year under review the Company has not issued any bonus shares.

C. Borrowings

The Company has outstanding borrowings of Rs. 1506171328/- during the financial Yearended March 31 2017.

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 2008-09 which were lying unclaimedwith the Company was transferred to the Investor Education and Protection Fund during thefinancial year 2016-17.

The details of unclaimed dividend transferred to the Investor Education and ProtectionFund has been detailed in the Corporate Governance Report forming part of the AnnualReport.

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 2017 was 56 which include 10 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 Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure - D to the Board's Report.

None of the Employee of the company drawing remuneration in excess of the limit specied under Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 including amended rules.

G. Credit Rating:

CRISIL has re-af rmed its rating of "BBB with outlook stable" inrespect of company's long term bank loans.

H. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 a detailed report on Corporate Governanceis annexed to this report as Annexure H together a Certi cate from M/s. RabiNarayan & Associates Company Secretaries-in-Practice af rming compliance with thesaid Code.

I. Code of Conduct

In compliance with requirement of regulations 17 of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 and Companies Act 2013 the Company has laiddown a Code of Conduct (Code) for all the Board Members and Senior Management Personnel ofthe Company. The Code is also posted on the Website of the Company All the Board Members and Senior Management Personnelhave af rmed their compliance with the Code for the financial year ended March 31 2017. Adeclaration to this effect signed by

J. 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.

K. 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 2016 -17 is provided in Annexure - E to thisreport.

L. 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

M. 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 any contract / arrangement /transaction with a related party which can be considered as material in terms of thepolicy on related party transactions laid down by the Board of Directors. These Policieshave been uploaded on the website of the Company at therelated party transactions undertaken during the financial year 2016 17 are detailed inNotes (Note No.4.09) to Accounts 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- G to theBoard's Report.

N. 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 : Nil

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

As on 31 March 2017 the Company has two subsidiaries and one Joint Venture viz.Lancor Egatoor Developments Limited Lancor Maintenance & Services Limited and a JointVenture Central Park West Venture.

There has been no material change in the nature of the businesses of subsidiaries.Theconsolidated financial statement has also 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 alongwith the financial statement of the Company as Annexure - F

As per the provisions of Section 136 of the Companies Act 2013 the Company has placedseparate audited accounts of its subsidiaries on its website and copy of separate audited financial statements of itssubsidiaries will be provided to the shareholders at their request.

P. Green initiatives

Electronic copies of the Annual Report 2016-17 and Notice of the Thirty SecondAnnual 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 2017 and the Notice of the ThirtySecond Annual General Meeting are sent in the permitted mode. Members requiringphysical copies can send a request to the Company. Further the soft copy of the AnnualReport (in pdf format) is also available in our website (

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.

Q. Details in respect of frauds reported by auditors under sub section (12) ofsection 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 CompaniesAct2013

R. 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 ( on a regular basis.


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 Axis Finance Limited LIC Housing Finance Limited TATACapital Housing Finance Limited and HDFC Limited for their continued support to theCompany during the year. The Directors also wish to acknowledge the contribution made byemployees at all levels for steering the growth of the organization. We thank theGovernment of India the state government(s) and other government agencies for theirassistance and cooperation and look 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


Sd/- Sd/-
R.V. Shekar R. Sankaranarayanan
Place : Chennai Director Director
Date : 22 August 2017 DIN: 00259129 DIN: 00172202