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You can view full text of the latest Director's Report for the company.

BSE: 539841ISIN: INE359U01028INDUSTRY: Logistics - Warehousing/Supply Chain/Others

BSE   ` 13.76   Open: 13.76   Today's Range 13.76
13.76
-0.28 ( -2.03 %) Prev Close: 14.04 52 Week Range 12.93
68.91
Year End :2024-03 

It is with great pleasure that we present to you the 13th Annual Report of Lancer Container Lines Limited, marking the conclusion of the Financial Year ended March 31,2024. This report encapsulates the Company's operational performance and financial accounts since our successful Initial Public Offering (IPO). The PDF Version is also available on the Company's website: https://lancerline.com/investor-relations#tp1-2

1. Financial Statements and Results

The Company's financial performance for the year under review along with previous year's figures is given here under:

(Amount in Rs. I akh

Particulars

Standalone

Consolidated

Current Year 2023-24

Previous Year 2022-23

Current Year 2023-24

Previous Year 2022-23

Revenue from Operations

44,633.92

68,170.03

63,340.99

83,717.29

Other Income

1,313.47

1,108.57

1,343.44

837.84

Total income

45,947.40

69,278.60

64,684.43

84,555.13

Expenses

42,433.05

63,866.27

57,719.02

77,674.71

Profit Before Tax

3,514.35

5,412.33

6,965.41

6,880.41

Net Profit After Tax

2,513.40

3,998.89

5,836.62

5,373.70

Earning Per Share (Diluted)

1.21

1.99

2.70

2.61

Earnings per Share (Basic)

1.14

1.88

2.65

2.53

# EPS numbers are in actuals.

1.1 Brief description of the Company's working during the year on Standalone basis.

During the year under review, we would like to draw your attention to the financial performance of our Company. Our Standalone total income for the year amounted to Rs 45,947.40 Lakh, a decrease of 33.67% from Rs 69,278.60 Lakh in the previous year. Similarly, our Net Profit After Tax (PAT) stood at Rs 2,513.40 Lakh, compared to Rs 3,998.89 Lakh in the previous year, reflecting a deflation of 37.15%

The primary factor contributing to this decline has been the reduction in freight rates, which has significantly impacted both our revenue and PAT. We are actively working on strategies to address these issues and aim to enhance our financial performance in the coming periods.

The financial parameters of the Company are as listed under: -

Ý Revenues at Rs 44,633.92 Lakh, declined by 34.53% YoY.

Ý EBIDTA Rs.4983.71 Lakh declined by 29.93 % due to higher operating expenses.

Ý PAT at Rs. 2,513.40 Lakh, declined by 37.15 % YoY.

1.2 Brief description of the Company's working during the year on Consolidated basis

We are pleased to present the consolidated financial performance of your Company for the year under review. Our consolidated total income for the year amounted to Rs. 64,684.43 Lakh, reflecting a decrease from Rs. 84,555.13 Lakh in the previous year. This represents a deflation of 23.50%, primarily due to a reduction in sales volume attributed to decreased freight rates.

Despite these challenges and the prevailing economic environment, we are pleased to report that our Net Profit After Tax (PAT) stood at Rs. 5,836.62 Lakh, compared to Rs. 5,373.70 Lakh in the previous year. This signifies a commendable growth of 8.61%, highlighting our ability to enhance profitability even under difficult conditions.

The financial parameters of the Company are as listed under: -

Ý Revenues at Rs 63,340.99 Lakh, declined by 24.34 % YoY.

Ý EBIDTA Rs. 8810.10 Lakh declined by 1.67% due to higher operating expenses.

Ý PAT at Rs. 5,836.61 Lakh, up 8.61 % YoY.

2. Transfer to Reserve

The Net Profit after tax of Rs. 5,836.62 Lakh for the FY 23-24 have been retained in the Profit and Loss Account.

3. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report.

4. Business Expansions & New Projects

Business Expansions and new projects detailed information is covered in the report on Management Discussion and Analysis.

5. Change in Capital Structure/ Material Changes

5.1 Conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into equity shares

Consequent to the aforesaid conversion of 230 Foreign Currency Convertible Bonds ("FCCB") into Equity Shares of Rs. 5/- each, the paid-up equity capital of the Company has increased. For such converted FCCB into equity shares we have availed listing approval from the stock exchange; the details of such approval is mentioned below:

Sr. No

Date on which FCCB's Converted

No. of FCCCB's Converted into Equity Shares

Listing Approval by Stock Exchange

1.

12th July, 2023

25

21st July, 2023

2.

26th September, 2023

90

05th October, 2023.

3.

29th September, 2023

50

10th October, 2023

4.

06th December, 2023

35

12th December, 2023

5.

13th December, 2023

30

19th December, 2023

Total

230

5.2. Increase in Authorized Share Capital of the Company and consequent Alteration in Capital Clause of the Memorandum of Association of the Company

The Old Authorized Capital of the Company stood at Rs. 50,00,00,000/- (Rupees Fifty Crores only), with a Paid-up Share Capital of Rs. 31,57,21,200 (Rupees Thirty One Crores Fifty Seven Lakhs Twenty One Thousand Two Hundred only). The Company has decided to augment its financial flexibility by proposing an increase in its Authorized Share Capital to Rs. 1,50,00,00,000/- (Rupees One Hundred Fifty Crores only). The decision to increase the Authorized Share Capital was ratified by the Members of the Company during the Annual General Meeting held on 11th September 2023. This resolution was crucial to enable the issuance of Bonus shares and to accommodate future growth and financial requirements of the Company.

Consequent upon the approval, Clause V (a) of the Memorandum of Association of the Company has been duly altered to reflect the revised Authorized Share Capital. This alteration ensures that the Company's governing documents accurately represent its financial capabilities and comply with regulatory requirements.

The increase in Authorized Share Capital allows the Company greater flexibility in financing its operations and expansions. It enhances the Company's ability to respond to market opportunities, fund strategic initiatives, and reward shareholders through Bonus share issuances without needing to amend the Memorandum of Association repeatedly.

5. 3 Change in Capital structure due to Issue of Bonus at 2:1

With the objective of rewarding existing equity shareholders, enhancing the liquidity of Equity Shares, and expanding the retail shareholders' base, the Board of Directors of the Company convened a meeting on August 10, 2023. During this meeting, they considered and approved the issuance of bonus shares by capitalizing a portion of Free Reserves and/or securities premium, as per the Audited Financial Statements for the Financial Year ended March 31, 2023.

The Board's decision to issue bonus shares was aimed at utilizing Rs. 63,14,42,400/- from Free Reserves and/ or securities premium to increase the Issued, Subscribed, and Paid-up Share Capital of the Company to Rs. 94,71,63,600/-. This capitalization would enable the issuance of fully paid bonus shares to existing shareholders, thereby distributing additional equity without requiring cash outflow.

The Members of the Company ratified this decision on September 11, 2023, during the Annual General Meeting. The approval was in accordance with the Articles of Association of the Company, which governs the capitalization of Free Reserves and/or securities premium for the issuance of bonus shares.

The fully-paid Bonus Shares were allotted to the Members whose names appear in the List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of shares held in dematerialized form, as on the Record Date, in the ratio of (2) Two Equity Shares of Rs. 5/- each for every (1) One fully paid Equity Share of Rs. 5/- each held as on a Record date decided for this purpose.

Following the issuance of bonus shares, the Paid-Up Capital of the Company stands at Rs. 94,71,63,600. This capital is represented by 18,94,32,720 shares, each having a face value of Rs. 5.

The paid-up capital of the Company as on March 31, 2024 stands at Rs.1,14,27,33,600 comprising of 22,85,46,720 equity shares of Rs. 5/- each.

5.4 Acquisition

The Company has executed Share Subscription and Shareholders' Agreement on 20.11.2023 for acquisition of 60% Equity Share Capital of Transco Logistix Worldwide Private Limited, subject to certain conditions precedent. The object of the said acquisition is to add vertical business line of the Company in the field of Logistics Industry.

5. 5 Unlisted Material Subsidiary

As per the Audited financials received from the auditor of Lancia Shipping LLC for FY 23-24, a wholly owned subsidiary of Lancer Container Lines Limited which is Dubai based has been announced as a unlisted material subsidiary on 12th August 2024 Board Meeting and for which the board has duly adopted the policy for determining material subsidiary (Enclosed Annexure-B) and Mr. Suresh Babu Sankara, Independent Director of Lancer Container Lines Limited has been appointed as manager in Lancia Shipping LLC as per Federal Decree Law no (32) of 2021 on Commercial Companies, United Arab Emirates in accordance to Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

6. Disclosures under the Companies Act, 2013 and Listing Regulations

6.1 Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return in MGT - 7 for the FY 2023-24 can be accessed at our website www. lancerline.com under the tab of Investor Relations > Annual Report

6.2 Committees:

> 6.2.1 Audit Committee

The Audit Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M. Variyam, Mr. Praful Jain and Ms. Ameeta Ramesh as the members. The Committee is assigned role, powers and responsibilities as provided under Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Agreement and Section 177 of the Companies Act, 2013. There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

During the year under review, 4 (Four) Audit Committee meetings were held i.e. May 25, 2023, August 10, 2023, November 8, 2023 and February 12, 2024.

> 6.2.2 Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M. Variyam and Ms. Ameeta Ramesh as the members. The Committee is constituted to supervise and ensure Share Transfer related matters and to look after the Stakeholder's Grievances. During the year under review, 5 (Five) meetings of Stakeholders Relationship Committee were held i.e. July 12, 2023, September 26, 2023, September 29, 2023, December 06, 2023, and December 13, 2023.

> 6.2.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Suresh Babu Sankara as Chairman, Mr. Narayanan M Variyam and Ms. Ameeta Ramesh as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors' performance. During the year under review, 4 (Four) meetings of Nomination and Remuneration Committee were held on April 24, 2023, May 25, 2023, June 26, 2023 and August 10, 2023.

> 6.2.4 Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises of Abdul Khalik Chataiwala as Chairman, Praful Jain, Narayanan Moolanghat Variyam and Suresh Babu Sankara as members.

As mandated under Section 135 of the Companies Act, 2013 the Company was required to spend towards CSR activities in the FY 2023-24 an amount of Rs. 68,57,507/- The details of the expenditure are mentioned is CSR report annexed to the report. During the year under review, 1 (One) meeting of Corporate Social Responsibility Committee was held on February 12, 2024.

> 6.2.5 Independent Directors Meeting

As required under Clause VII (1) of Schedule 4 to the Companies Act 2013, a meeting of the Independent Directors without the attendance of Non-Independent Directors and the members of the management was held on February 12, 2024.

6.3 Board Meetings:

The Board of Directors met 14 times during the year as follows: -

Sl. No.

Date of Meeting

Board Strength

No. of Directors Present

1

24.04.2023

6

4

2

25.05.2023

6

6

3

31.05.2023

6

4

4

26.06.2023

6

4

5

12.07.2023

6

4

6

10.08.2023

6

5

7

25.09.2023

6

3

8

26.09.2023

6

4

9

29.09.2023

6

4

10

08.11.2023

6

5

11

06.12.2023

6

3

12

07.12.2023

6

3

13

13.12.2023

6

3

14

12.02.2024

6

5

6.4 Details of Directors and Key Managerial Personnel

The Board of Directors & Key Managerial Personnel as on 31st March, 2024 comprised of the following :-

Sr.

No.

Name of Directors & Key Managerial Personnel

DIN/PAN

Category cum designation

No. of shares held as on March 31,2024

1

Mr. Abdul Khalik Chataiwala

01942246

Chairman & Managing Director

7,67,76,036

2

Mr. Suresh Babu Sankara

02154784

Non-Executive - Independent Director

600

3

Ms. Ameeta Ramesh

03368136

Non-Executive - Independent Director

Nil

4

Mr. Narayanan Moolanghat Variyam

08109682

Non-Executive - Independent Director

Nil

5

Mr. Amol Mohan Shirke

08681663

Whole-Time Director

Nil

6

Mr. Praful Jain

08000808

Whole-Time Director

Nil

8

Ms. Ranjana Sandeep Shinde (Resigned from the position of CFO w.e.f. 1st August 2024)

AIGPG1277P

Chief Financial Officer

2,774

9

Ms. Miti Tailong

AJGPT2650L

Company Secretary and Compliance Officer

Nil

10

Ms. Shruthi Rajiv Nair

BFEPP2549M

Chief Executive Officer

2,073

Note:- Changes in Directors & Key Managerial Personnel upto the date of this report.

• Mr. Mahendra Gupta Resigned as a Company Secretary and Compliance Officer of the Company w.e.f. April 24, 2023 and in his place, Ms. Miti Tailong was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 24th April 2023.

• Mr. Narayanan Moolanghat Variyam, whose term as Independent Director - Non-Executive expired on 14th April 2023, has been reappointed for a second term of five years. This decision was formalized during the Extraordinary General Meeting (EGM) held on 10 th July 2023, where Mr. Narayanan Moolanghat Variyam was duly regularized to continue his role as an Independent Director of the Company

• The Company has re-appointed Mr. Abdul Khalik Chataiwala (DIN: 01942246) as a Managing Director of the with effect from 24th June, 2023 for 2 consecutive years upto 23rd June 2025.

• Ms. Shruthi Rajiv Nair has been appointed as the CEO of our Company, effective from 26th June, 2023. This appointment follows the vacancy created by the resignation of Mr. Narayanan Kutty from the position of CEO in March 2023.

• Mr. Manoj Sharma has been appointed as Chief Financial Officer (Interim) of our Company, effective from 01st August, 2024 till the time new Chief Financial Officer (CFO) is appointed by the Board. This appointment follows the vacancy created by the resignation of Ms. Ranjana Sandeep Shinde from the position of CFO w.e.f. 01st August, 2024

6.5 Related Party Transactions:

All related party transactions that were entered into during FY 2023-24 were on an arm's length basis and were in the ordinary course of business and disclosed in the financial Statements. There were no materially significant related party transactions made by the Company with Promoters, Directors, KMPs or Body Corporate(s), which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable, Annexure-2 enclosed. Also, the Directors draw attention of the members to notes to Financial Statements which sets out related party disclosures.

All Related Party transaction are uploaded on Company's website and same has been intimated to Stock exchange for period ended March 31,2024 and the link for the same is below:

> Company Website:

RPT Policy Link for Reference, mentioned below-

https://www.lancerline.com/uploadsinvestor/08434e8bae6db4a08456d349171e243e.pdf RPT PDF file Link till 31st March 2024, mentioned below-As on 30th September 2023

https://www.lancerline.com/uploads/investor/371880449bd052cda56053537d004fa4.pdFAs on 31st March 2024

https://lancerline.com/uploads/investor/371880449bd052cda56053537d004fa4.pdf As on 31st March 2024

https://lancerline.com/uploads/investor/fe7d1ddf2a885f5c5aaa6cb94b993b18.pdf

> Bombay Stock Exchange Website link mentioned below:

https://www.bseindia.com/stock-share-price/lancer-container-lines-ltd/lancer/539841/qtrid/121/related-

party-transactions-new/Mar-2024/

6.6 Policy on Sexual Harassment of Women at Workplace

There was no case filed during the year, under the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employees. Further your Company has complied with constitution of Internal Complaint Committee.

6.7 Corporate Governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on corporate governance, along with a certificate from the statutory auditors confirming compliance is annexed and forms part of the Annual Report.

6.8 Adequacy of Internal Financial Controls:

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by Internal Auditor of the Company "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing Firm Registration Number - 141940W" an independent firm and periodical review

by the Management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

6.9 Risk Management/Risk Management Policy

The Risk Management Policy with reference to Section 134 (3) (n) and Section 177 (4) (vii) of the Companies Act, 2013, the guidelines prescribed for risk management committee is not applicable to the Company but company has voluntarily adopted this policy on 12 th August 2024, which is approved by the Board Enclosed Annexure - B. Nevertheless, the Company does assess the various risks faced by it in its various areas of operations and mitigates them from time to time.

6.10 Prevention From Insider Trading

The Board has adopted a Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulation, 2015. The same has been placed on the website of the Company https://www.lancerline.com/investor-relations#tp1-7 . All the Directors, senior Management employees and other employees who have access to the Unpublished Price Sensitive Information of the Company are governed by this Code. During the year Under Report, there has been compliance with the said code of conduct for prevention of Insider Trading.

6.11 Structure Digital Database Compliance (Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015)

For the purpose of comply with the PIT regulation & In the interest of general public, fair trading in securities markets and to prohibit insider trading in corporates and other organizations, Securities and Exchange Board of India (SEBI) has enacted SEBI (Prohibition of Insider Trading) Regulations, 2015,(hereafter referred to as "PIT regulations") which sets clear rules and procedures for dealing in securities by the Promoters, Directors, Key Managerial Personnel (KMP) and other Designated Persons those who have access to Unpublished Price Sensitive Information(UPSI - information which is not published, but which may affect the share price when it gets published) in an Organisation, We are aware of the compliance requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) and certify that) :

S.No.

Compliance Requirement

Yes/No

Observation/Remark

1

The Company has a Structured Digital Database in place

Yes

The Company has its structured Digital Database

2

Control exists as to who can access the SDD

Yes

The absolute control exists as the user name & Password is captured by the system

3

All the UPSI disseminated in every quarter for FY 23-24 have been captured in the Database

Yes

All the UPSI disseminated in every quarter for FY 23-24 have been captured in the Database

4

The system has captured nature of UPSI along with date and time

Yes

We have captured the nature of UPSI along with date and time

5

The database has been maintained internally and an audit trail is maintained

Yes

The database has been maintained internally on audit trail exists

6

The database is non-tamperable and has the capability to maintain the records for 8 years.

Yes

The database is non-temperable

7. Managing the Risks of Fraud, Corruption and Unethical Business Practices

7.1 Vigil Mechanism/Whistle-Blower Policy

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has framed "Vigil Mechanism" for Directors and employees of the Company for reporting the genuine concerns or grievances or cases of actual or suspected, fraud or violation of the Company's code of conduct and ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.lancerline.com under https://lancerline.com/uploads/ investor/683b5d66339902b17675e26bb3d23cb7.pdf

7.2 Code of Conduct

The Company has laid down a robust Code of Business Conduct and Ethics, which is based on the principles of ethics, integrity and transparency. More details about the Code is given in the Corporate Governance Report.

8 Board of the Directors & Key Managerial Personnel:

8.1 Retirement by Rotation

In accordance with the provisions of Companies Act 2013 and Articles of Association of the Company, Mr. Amol Mohan Shirke (DIN: 08681663), Whole time Executive Director of the Company is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for re-appointment. The Board recommends their re-appointment.

More details about the directors are either given in the Corporate Governance Report or in the Notice of the ensuring Annual General Meeting being sent to the shareholders along with the Annual report.

8.2 Declaration of Independent Directors

The Independent Directors have submitted the Declaration of Independence, stating that they continue to fulfil the criteria of independence as required pursuant to section 149 of the Companies Act, 2013 and Regulations 16 of the Listing Regulations. This section requires companies to have at least one-third of the total number of Directors as Independent Director and the Company complies with this requirement. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The profile of the Independent Directors forms part of the Corporate Governance Report in the Board's opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

8.3 Board Evaluation:

In compliance with the provisions of Companies Act, 2013 and listing compliances, the Board carried out an annual evaluation of its own performance and individual Directors. It also evaluated the performance of its committees. The evaluation inter alia covered different aspects viz. composition of the Board and its Committees, qualifications, performance, inter-personal skills, submissions done by the Director in varied disciplines related to the Company's business.

8.4 Remuneration policy and criteria for selection of candidates for appointment as Directors, key managerial personnel and senior leadership positions:

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior leadership Position as well as well-defined criteria for the selection of candidates for appointment to the said positions which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive and non-executive Directors (by way of sitting fees), Key Managerial Personnel. The criteria for selection of candidates for the above positions cover the various factors and attributes which are considered by the Nomination & Remuneration Committee and the Board of Directors while making a selection of the candidates. The above policy along with the criteria for selection is available at the website of the Company at https://www.lancerline.com/investor-relations#tp1-7 .

8.5 Internal Financial Controls

The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through 3 Lines of Defence which include:

a) Management reviews and self-assessment;

b) Continuous controls monitoring by functional experts; and

c) Independent design and operational testing by the Group Internal Audit function.

The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended.

> Auditors & Auditors' Report

9.1 Statutory Auditor

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, was appointed as the Statutory Auditor of the Company to hold office from the conclusion of 11th Annual General Meeting held on 30th September 2022 till the conclusion of the 16th Annual General Meeting and at a remuneration as may be mutually agreed to, between the Board of Directors and M/ s. Praneti Yadav & Co, plus applicable taxes, out-ofpocket expenses, travelling and other expenses.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

Auditors Reports and Board's Comments thereon

M/ s. Praneti Yadav & Co, Chartered Accountants, having Firm Registration No. 137534W, Chartered Accountants is the Statutory Auditor for the year under review. In the recent audit for FY 23-24, there has been a qualification or adverse remarks highlighted by our auditors. We take these observations seriously and are actively working to provide the necessary context and transparency on the issues raised. Our management team is currently reviewing the specifics of the audit findings to ensure a comprehensive understanding. This

highlighted qualification is mentioned below :-

Auditors comment:- "The Group's investment in 'Transco Logistix Worldwide Pvt Ltd', an associate Company acquired during theyear has not been accounted for by equity method, is carried at Rs. 50 lakhs on the consolidated balance sheet as at March 31,2024, and Lancer Container Lines Limited's share of 'Transco Logistix Worldwide Pvt Ltd's'net income is not included in Lancer Container Lines Limited's income for the year ended March 31,2024. We were unable to obtain sufficient and appropriate audit evidence about the carrying amount of Lancer Container Lines Limited's investment in 'Transco Logistix Worldwide Pvt Ltd'as at March 31,2024 and Lancer Container Lines Limited's share of net income of 'Transco Logistix Worldwide Pvt Ltd' because we were not provided the financial information and the relevant documents of acquisition of shares in the said associate Company. Consequently, we were unable to determine whether any adjustments to these amounts were necessary"

Management/ Board comment:- "Management would like to inform you about an important update regarding Transco Logistics. The allotment made by Transco Logistics is slated for revision in the current Financial Year2024-25. The Company is actively engaged in rectifying the filing associated with this process".

9.2 A) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with regulation 24A of SEBI LODR regulations 2015 as amended from time to time M/s. Geeta Canabar & Associates (M No. 8702), Company Secretaries in practice, have been appointed to undertake the Secretarial Audit of the Company.

B) Secretarial Audit Reports and Comments Thereon

There are no qualifications or adverse remarks in the Secretarial Auditors' Report, which require any clarification/ explanation from board of directors or Company's management. The Report of the Secretarial Auditor is annexed to the Board's Report as Annexure I.

As required under SEBI LODR Regulations 2015, a compliance certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed herewith, (Annexure II).

9.3 Cost Auditor & Cost Records

The Company is not required to appoint Cost Auditor and maintain Cost Records, as it does not fall within the purview of Section 148 of the Companies Act, 2013 and rules made thereunder and hence it is not required to conduct Cost Audit and maintain Cost Records.

9.4 Internal Auditor

The Company has appointed "M/s. Ganesh Natarajan & Associates, Chartered Accountants bearing FRN - 141940W"as the Internal Auditors to carry out the Internal Audit of various operational areas of the Company.

9.5 Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.

10 Director Responsibility Statement

The Directors' Responsibility Statement referred to in clause 134(3)(c) of the Companies Act, 2013, states 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 and loss 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 Companies Act 2013, 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) With respect to section 134(3) (ca) there were no frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

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

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

11 Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company secretaries of India on Board Meetings and Annual General Meetings.

12 Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

There are no material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future. We however bring to the attention of the members, matters which are in the nature of disputes & their associated claims. For all the below stated matters the Company has or is in the process of refuting the incorrect and invalid claims. Ref :- Annexure -1