DIRECTORS' REPORT TO THE MEMBERS Dear Member(s), Your Directors have great pleasure in presenting the Thirtieth 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 2015 and the Auditors' report thereon. BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATE BUSINESS OVERVIEW There has been no material change in the nature of the business of the Company. The operations of the Company can be categorized into two main verticals: a) Construction and development of residential and commercial projects b) Contractual projects Your Company completed 30 years in January 2015, which is a major milestone. It has been an exciting and glorious journey of 30 years with many milestones created along the way. Your Company built the brand "Lancor" in the last 3 decades by pioneering some of the finest building concepts and has given South India some of its landmark buildings which include "The Atrium", the first condominium styled residential project in Chennai, Westminster, the first all side glass-curtained wall building in India, Menon Eternity, the first LEED Platinum rated Building in South India, The Central Park and The Courtyard. The innovation, timely completion of projects and hand over of apartments as per the commitments to our customers and customers responsiveness are the core strengths of your Company, which has made your Company to remain successful. The fiscal year 2014-15 continued to be subdued for property development business as the Indian economy did not progress much. There were continued challenges and uncertainties in the Real Estate business with high interest rates and negative customer sentiments. The real estate market and customer sentiments work in tandem with the growth of the Indian economy. The GDP of India has been estimated to achieve 7.5% growth this fiscal, which is more than the previous year. With the revival of Indian economy, your Company hopes that the real estate would also start seeing revival but in a very gradual manner. Though there has been demand for housing, the buyers have been deferring decision to buy homes as they are uncertain of their future, income and employment. Your Company continues to deliver on its promises to the customers even in a difficult market and has delivered the following projects during the year, as per the commitments made to the customers; Kiruba Cirrus, Valasaravakkam, Chennai: The project is 100% complete and customers have started living in. The marketing activities have geared up on digital platform to sell the balance number of units and with the sale of Cirrus apartments, the profitability of your Company will get boosted up significantly. Sonnet Square: All the apartments in Sonnet Square got sold out. The project has been completed in full and customers have occupied the apartments. Corner Stone: The completion certificate has been obtained and the customers have started taking possession of their apartments for interiors. The revenue of Corner Stone has been recognized to the extent of 61.49% in 2014-15. TCP Lake Front (TCPLF) Phase I, Sholinganallur, OMR: The construction of 136 apartments across 8 blocks of Phase I of TCPLF is in the finishing stage. Your Company is planning to handover the apartments for interiors to the customers starting September 2015. As the construction is nearing completion, the balance 43 apartments should get sold out in the current financial year. The following are the proposed projects to be launched in the current financial year 2015-2016 TCP Lake Front, Sholinganllur (Phase II) OMR Your Company will be launching Phase II of TCP Lake Front at Sholinganallur in the current financial year 2015-16 comprising of 279 apartments on 2.95 acres of land. The proposal/drawings have already been submitted to the authorities for approval. The development will comprise of 2 BHK of about 989 sq.ft and 3 BHK with a maximum size of 1,422 sq.ft. This development will generate a revenue of minimum of Rs.150 Crores. SUBSIDIARY COMPANIES: LANCOR GST DEVELOPMENT LIMITED/ LANCOR REALTY LIMITED The Hon'ble High Court of Judicature at Madras, on 31st March 2015 ordered the merger of Lancor GST Developments Ltd and Lancor Realty Limited with its holding Company, Lancor Holdings Ltd, with appointed date as 01.04.2013. The accounts have been restated accordingly. Your Company has obtained the no objection certificate for "wet land conversion" from the Collector for the total extent of 6.27 acres of land that was purchased from L&T. The first phase of the residential project in the land acquired from L&T in GST Road will be launched during the year which has a revenue potential of about Rs.85 Crores. Building plans are drawn for Phase I comprising of 2 towers each having stilt plus 10 floors with a total of 172 apartments on the land extent of 1.54 acres. The drawings have been submitted to DTCP for approval. LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED (LGDL) The construction of G block in Lumina is underway and in all it will have 112 apartments and it is expected to be completed by end of this financial year for handover to customers. Lumina is a well developed residential community today, which offers great living style for the owners and tenants. This project is gaining huge attraction as a good investment opportunity as well. LANCOR SRIPERUMBUDUR DEVELOPMENTS LIMITED (LSDL) Townsville: The D block of Townsville will be handed over for interiors to the customers in the next few months in the current financial year 2015-16. SERVICE COMPANIES: LANCOR MAINTENANCE & SERVICES LIMITED (LMSL) During the year, LMSL has taken over the facility management of Sonnet Square, Kiruba Cirrus, Town & Country and Lumina, which will add to their revenue in addition to the other projects of Lancor, which LMSL has been maintaining. As Corner Stone gets completed, the same will also be handed over to LMSL for facility management MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT: The Board, in its meeting held on 07th May 2015, considered and recommended issue of 2,02,50,000 Bonus equity shares of Rs.2/- each in the ratio of 1 (one) new equity share for every 1(one) existing equity share held in the Company (with record date 25.06.2015). The issue of bonus share was approved by the members by way of Postal Ballot, the result of which was declared on 15.06.2015. Consequent to the issue of bonus shares, the paid up share capital of the Company increased from Rs. 4,05,00,000 to Rs. 8,10,00,000 consisting of 4,05,00,000 equity shares of Rs.2/- each. Further, the Board, in its meeting held on 07th May 2015, subject to the approval of members and the Hon'ble High Court of the Judicature at Madras, considered and recommended the amalgamation of two of its wholly owned subsidiaries, namely Lancor Guduvanchery Developments Limited (Transferor Company-1) and Lancor Sriperumbudur Developments Limited (Transferor Company-2) in order to ensure better management of the both the companies as a single entity. Apart from these, there has been no other material change and commitment effecting the financial position of the Company between the end of the financial year and the date of the report. FINANCIAL OVERVIEW STANDALONE During the financial year 2014-15, the Company has on a standalone basis, registered total revenues of Rs.1,07,36,23,210/- as compared to Rs.86,40,79,750/- in the previous year, an increase of 24.25 % y-o-y. The Profit before Tax and Profit after Tax have declined by 7.52 %, 7.51 % respectively. CONSOLIDATED The consolidated revenues of the Company during the financial year 2014-15 was Rs.1,51,26,18,534/-, a growth of 10.78 % from the previous year. The Profit before Tax was higher/(lower) by (5.34%) and Profit after Tax was higher/ (lower) (after considering minority interest) by .02 % as compared to the financial year 2013-14. DIVIDEND: The Board of Directors at its meeting held on 7th May 2015 recommended a final dividend of Rs.2 per equity share, subject to the approval of the members at the ensuing Annual General Meeting of the Company (equivalent to Re.1 Registered office: "VTN Square" No.58, G.N. Chetty Road, T. Nagar, Chennai-600 017. per equity share, post issue of 1:1 bonus shares, which was approved by the members by way of Postal Ballot) for the financial year ended 31st March 2015. The total dividend appropriation (excluding dividend distribution tax) for the current year is Rs. 4.05 crores, as against Rs. 4.05 crores in the previous year. TRANSFER TO RESERVE: Even though it is not mandatory on the part of the Company under section 123 of the companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014 to transfer any specific percentage of its profits to the General reserves of the Company before the declaration of any dividend in any financial year, the Company proposes to transfer voluntarily a sum of Rs.1,47,58,596/- to the General Reserve, out of amount available for appropriation. An amount of Rs.8,40,82,515/- is retained in the surplus. CORPORTE SOCIAL RESPONSIBILITY (CSR); As a part of CSR initiative, your Company has extended assistance in building toilets in Sree Sayee Vivekananda Vidhyalaya in North Chennai. North Chennai generally is in a deprived part of Chennai where Sayee Vivekanandha Vidhyalaya is running a school to benefit the children from the families of low income group. Your Company has identified this school for constructing toilets for the children and during the year we have spent Rs.11.16 lakhs. During the year, your Company formed a public charitable Trust under the name and style of Lancor Foundation, with a major objective to provide training to enhance the technical skill, knowledge, among the youth engaged or looking for carrer development in the construction sector. After completion of training in tile fixing, masonry, painting, plumbing, electrical, carpentry and other construction related works, the trainees would be self competent either to pursue the occupation or to take up employment. Your Company has started this initiative with an objective of not only to impart training to the youth and make them employable. Lancor Foundation has identified a piece of land for constructing a training centre in Sriperumbudur where the in-house training will be given free of cost. Your Company has funded Rs.26.62 lakhs to Lancor Foundation towards meeting its objectives. Board of Directors and its Committees A. Composition of the Board of Directors The Board of Directors of the Company comprises of Non Executive Chairman who is a promoter of the Company and Six Non-Executive Directors, including Four Independent Directors. The Company also has one Women Director who is Non Executive. The composition of the Board of Directors is in compliance with Clause 49 of the Listing Agreement 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 Clause 49 of the Listing Agreement. B. Meetings The Board of Directors duly met Eight (08) 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 March 31, 2015. C. Appointment of Director Sri. S.Sridharan (DIN: 01773791) who was appointed as an Additional Director in the capacity of a Non - Executive Director by the Board at their meeting held on 13.11.2014 and his appointment was regularized at the Annual General meeting held on December 26, 2014. The Board of Directors, based on the recommendation of Nomination, Remuneration and Governance Committee, has recommended the appointment of Sri. S.Sridharan as a Non -Executive Director of the Company. We thank the shareholders for their support in confirming Sri. S.Sridharan's (DIN: 01773791) appointment at the Annual General Meeting held on December 26, 2014. The Companies Act, 2013, provides for the appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, all the Independent Directors, ie., Sri.R.Sankaranarayananan (DIN-00172202), Sri. S.V.Venkatesan (DIN 00004010), Sri.T.P.Raman (DIN-00320782), and Sri.Harmohan Sahni (DIN-00046068) were appointed by the shareholders at the last Annual general meeting as required under Section 149(10). Further, according to Sub-section (11) of Section 149, no Independent Director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such Independent Directors. None of the Independent Directors will retire at the ensuing Annual General Meeting. D. Re-appointment of Director Retiring by Rotation 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 and being eligible, offers herself for re-appointment. The Board of Directors based on the recommendation of Nomination, Remuneration and Governance Committee, has recommended the re-appointment of Mrs. Sangeetha Shekar (DIN-03344252) retiring by rotation. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided in the note to the Notice convening the Annual General Meeting. Specific information about the nature of their expertise in specific functional areas and the names of the companies in which they hold Directorship and membership / chairmanship of the Board Committees, as stipulated under Clause 49 of the Listing Agreement, have also been included. E. Committees of the Board The constitution and terms of reference of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee were also aligned with the requirements of Clause 49 of the Listing Agreement and the Companies Act, 2013. The Company has also constituted Corporate Social Responsibility Committee, Risk Management 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. F. 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 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated. Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board's evaluation framework. Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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. None of the Independent Directors is due for re-appointment. G. 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 explanation 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 irregularities; 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. Changes in Directors and Key Managerial Personnel Mr.R.V.Shekar retired as the Managing Director of the Company on September 30, 2014, on attaining the age of 65 years and continuing as the Chairman and Non-.Executive Director of the Company. Mr.R.V.Shekar is a Promoter of the Company and has played a seminal role in contributing to the growth of the Company. The Board places on record its gratitude for the services rendered by Mr.R.V.Shekar during his long association with the Company. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mrs. Mallika Ravi, Chief Executive Officer, Mr. K.Srinivasan, Chief Financial Officer as key managerial personnel of the Company were formalized with effect from August 08, 2014. Mr.P.Mahadevan, was appointed as Compliance Officer and Company Secretary of the Company with effect from July 02, 2014, consequent to the resignation of Mr. H.Viswanath, with effect from July 01, 2014. Further Mr.Pradeep Kumar Nath was appointed as Compliance Officer and Company Secretary of the Company with effect from June 23, 2015, consequent to the resignation of Mr.P.Mahadevan, with effect from June 06, 2015. Changes in Subsidiaries, Joint Ventures and Associates Consequent to the amalgamation of Lancor Realty Limited and Lancor GST Developments Limited with the Company in accordance with the scheme of amalgamation as approved by Hon' ble High Court of Judicature at Madras vide its order dated 31.03.2015, both the Transferor companies ceased to be subsidiary of the Company. Significant or Material Orders Passed by Regulators / Courts During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. Audit Related Matters A. Audit Committee In terms of clause 49 of the listing agreement 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 At the Annual General Meeting of the Company held on December 26, 2014, M/s.G.M.Kapadia & Co., Chartered Accountants (Firm Registration Number 104767W) were re-appointed as the Statutory Auditors of the Company for a period of 3 years, which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Accordingly, the appointment of M/s.G.M.Kapadia & Co., Chartered Accountants, as the Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Audit committee and the Board of Directors recommend the ratification of appointment of M/s.G.M.Kapadia & Co., Chartered Accountants as the Statutory Auditors and to fix their remuneration. The members may ratify the appointment of M/ s.G.M.Kapadia & Co., Chartered Accountants as the Statutory Auditors of the Company for the financial year 2015-16. There are no qualifications or adverse remarks in the Statutory Auditors' Report which require any explanation from the Board of Directors. C. Secretarial Audit Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s.V.S.Sowrirajan & 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 2014-15 is annexed herewith, as Annexure- A. There are no qualifications or adverse remarks in the Secretarial Audit Report which require any explanation from the Board of Directors. D. Cost Audit Based on the overall turnover of the Company from all its products and services during the immediately preceding financial year i.e 2013-14 which exceeds Rs.35 Crores but less than Rs.100 Crores, the Company is required to maintain cost records for Construction industry in its books of account. The Cost Compliance Report in Form B, has been issued by M/s. N Sivashankaran, Cost Accountants, for the financial year 2013- 14. The overall turnover of the Company from all its products and services during the financial year 2014-15 exceeds Rs.100 Crores, therefore in terms of Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and audit the same by a Cost Accountant for the financial year 2015-16. Accordingly, the Audit Committee of the Board at their meeting held on 07.05.2015 appointed M/s.N.Sivashankaran & Co, Practicing Cost Accountant, as the Cost Auditor of the Company for financial year 2015-16. The Audit Committee and the Board of Directors recommend the ratification of appointment of M/s.N.Sivashankaran & Co, Practicing Cost Accountant as the Cost Auditor of the Company and to fix their remuneration. 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. Policy Matters 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/newdesign/Investor.aspx#.Vd3Cf7V0Z2g 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 & Clause 49 of the listing agreement , 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 h ttp://www.lancor.in/newdesign/ Investor.aspx#.Vd3Cf7V0Z2g As reported in the last 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 In terms of clause 49 of the listing agreement 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 oversee the vigil mechanism. The Company affirms that no personnel has 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/newdesign/Investor.aspx#.Vd3Cf7V0Z2g Other Matters A. Debentures 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: The Company on 26th June 2015 issued 2,02,50,000 Bonus shares of Rs.2/- each in the ratio of 1 (one) new equity share for every 1 (one) existing equity share held in the Company. Consequent to the issue of bonus shares, the paid up share capital of the Company increased from Rs. 4,05,00,000 to Rs. 8,10,00,000 consisting of 4,05,00,000 equity shares of Rs.2/- each. C. Borrowings The Company has outstanding borrowings of Rs.1,50,92,56,513/- during the financial Year ended 31st March, 2015. D. Deposits 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 In compliance of Section 205C of the Companies Act, 1956, the dividends pertaining to the financial year 2006-07 which were lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2014- 15. 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 March 31, 2015 was 83, 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. No employee of the Company drawing remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. F. Credit Rating: CRISIL has re-affirmed its rating of "BBB+" in respect of company's long term bank loans. G. Code of Corporate Governance In compliance with the requirement of Clause 49 of the Listing Agreement with the Stock Exchange, a detailed report on Corporate Governance is annexed to this report as Annexure - I together a Certificate from M/s.V.S.Sowrirajan & Associates, Company Secretaries-in-Practice, affirming compliance with the said Code. H. Code of Conduct In compliance with clause 49 of the listing agreement 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/newdesign/Investor.aspx#.Vd3Cf7V0Z2g All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31st March, 2015. A declaration to this effect signed by CA 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 Agreement, 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 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure - E to this report. 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 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 Act, 2013 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/newdesign/Investor.aspx#.Vd3Cf7V0Z2g The related party transactions undertaken during the financial year 2014 - 15 are detailed in Notes 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- F 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 : Rs.61,095/- N. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates As on 31st March 2015, the Company has four subsidiaries viz., Lancor Guduvanchery Developments Limited, Lancor Sriperumbudur Developments Limited, Lancor Egatoor Developments Limited, Lancor Maintenance & Services Limited and a Joint Venture, Central Park West Venture. There has been no material change in the nature of the business of the subsidiaries. The consolidated financial statement has been prepared 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 -G 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 www.lancor.in and copy of separate audited financial statements of its subsidiaries will be provided to the shaholders at their request. O. 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 replied under section 143(12) of the companies Act,2013. Q. Green initiatives Electronic copies of the Annual Report 2014-15 and Notice of the Thirtieth 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 2015 and the Notice of the Thirtieth Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Copy of the Annual Report 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 Agreement, 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. Additional Information to Shareholders All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website www.lancor.in ) on a regular basis. ACKNOWLEDGEMENT 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, Axis Bank Limited, City Union Bank Limited, Axis Finance Limited, LIC Housing Finance Limited and HDFC Limited, 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 organisation. We thank the Government of India, the state governments 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 S V VENKATESAN Director DIN: 00004010 R SANKARANARAYANANAN Director DIN:00172202 Place : Chennai Date : 14th August, 2015 |