REPORT ON CORPORATE GOVERNANCE
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
The Company is complying with the mandatory requirements of the code of corporate governance introduced by the SEBI and incorporated in clause 49 of the Listing Agreement in all material aspect.
The Company aims to create profitable developments with enduring value, distinguishing characteristics leading to high customer satisfaction with full compliance to building standards, rule and regulations.
The basic philosophy of the Company towards corporate governance is to protect and enhance the long term value of all the stakeholders, shareholders, clients, creditors and employees. The Company is committed to achieve these objectives within the regulatory framework through transparency in all its dealings.
Members of the Board and key executives are periodically making disclosures to the Board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the Company. The Board and top management conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture for good decision-making. The Board was entrusted with the responsibility of ensuring the integrity of the Company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Our Board has the ability to 'step back' to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the Company's focus.
We comply with the Securities and Exchange Board of India (SEBI)'s guidelines on corporate governance and the Board periodically reviewing and monitoring the effectiveness of the Company's governance practices and making changes as needed.
The Company recognises the benefits of having a diverse Board of Directors and sees increasing diversity at 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 broad range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions amongst Directors. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. 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.
Composition of Board of Directors
The Company is managed by Mrs.Mallika Ravi, Chief Executive Officer (CEO) who is a Key Managerial Personnel (KMP) under the direct control and supervision of the Board of Directors. The Board of Directors of the Company at present, having optimum combination of executive and non-executive Directors with one woman director in the Board.
The current policy is to have an appropriate mix of executive, non executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. 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 Board members possess requisite skills, experience and expertise that are required to take decisions, which are in the best interest of the Company.
None of the Directors is a Member on more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.
The Independent Directors on the Board are experienced and competent persons,and they actively participate in the Board and Committee meetings.
The Board of Directors meets at least four times a year, with maximum time gap of four months between any two meetings to review the quarterly results and other items in the agenda. Additional meetings were held when necessary. Policy formulation, evaluation of performance and control functions vest with the Board.
Limit and tenure of Independent Directorships:
As per the declaration furnished by the Independent Directors as on 31st March 2015, none of the Independent Director is serving as an Independent Director of more than seven listed companies and none of the Independent Director of the Company is presently serving as a whole time director in any listed Company.
Their tenure of appointment of Independent Directors is well within the maximum terms prescribed in the listing agreement.
Letter of appointment to Independent Directors:
The Company has issued formal letter of appointment to Independent Directors in the manner as provided in the Companies Act, 2013 and the letter of appointment along with the detailed profile of Independent Directors have been disclosed on the websites of the Company with due intimation to the Stock Exchanges within the prescribed time.
Performance evaluation of Independent Directors:
The Board constantly evaluates the contribution of the members and periodically updates with the shareholders about their reappointment in consistent with applicable laws. One of the key functions of the Board is to monitor and review the Board evaluation framework. The criteria for evaluation of performance of Independent Directors has been laid down by the Nomination Committee and the same is annexed to the Annual Report.
The performance evaluation of Independent Directors has been done by the entire Board of Directors (excluding the Director being evaluated) at their meeting held on Monday, March 30, 2015.
Separate meetings of the Independent Directors:
Pursuant to clause 49 of the listing agreement and the provision of schedule IV of the companies Act,2013 and the rules made there under, the Independent Directors of the Company shall hold at least one meeting in a year without the attendance of non-Independent Directors and members of management. All the Independent Directors of the Company shall strive to be present at such meeting. The Independent Directors at their meeting held on 30.03. 2015 inter alia reviewed the following:
1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;
2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the meeting expect Mr. Harmohan Sahni
Availability of Information to the Board Members
Adequate notice to all the Directors was given well in advance to schedule a Board Meetings, agenda and details note on agenda were sent at least seven days in advance to all the Directors. Board Meetings were held at the Registered Office of the Company. Additional meetings of the Board were held when deemed necessary by the Board. The minimum information as required under Clause 49 of the Listing Agreement was being made available to the Board. The Board has unrestricted access to all companies related information. At the Board meetings, Auditors, officers and senior management and representatives who can provide additional insight into the items being discussed are invited.
Training of Independent Directors:
As required under listing agreement all new Non Executive Directors appointed to the Board are introduced to our Company culture through appropriate orientation sessions. Presentations were made by our Company's Executive Director and senior management to provide an overview of Company's operations and to familiarize the new Non executive Directors with the Company, organization structure, our service ,Group structure, subsidiaries, Board procedures, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business models etc.
The Independent Directors of the Company are not entitled to any stock option of the Company.
Review of Compliances Report:
The Board periodically reviews compliance reports of all laws applicable to the Company. Adequate systems and processes commensurate with the size and operations of the Company to monitor and compliance of all applicable laws, rules, regulations and guidelines are in place.
Replacement of Independent Directors removed or resigned:
During the year under review no Independent Director has resigned or is removed from the Board of the Company.
In terms of clause 49 of the listing agreement a succession plan is in place for orderly succession for appointments to the Board and to senior management to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and senior management.
At the time of their appointment, the Independent Directors are apprised of their role, duties and responsibilities in the Company. A detailed letter of appointment is also issued which set-outs the expectations of the Company, the rights, powers and liabilities of the Independent Directors and the policies of the Company to be adhered by them.
Periodic presentations are made to the Independent Directors on the financial and operational performance of the Company, strategy and business plan, significant process improvements and material business developments among others. The Independent Directors are also regularly updated and informed about material regulatory and statutory developments affecting the Company. The details of familiarisation programmes for the Independent Directors are also disclosed on the website of the Company at h ttp://www.lancor.in/newdesian/Investor.aspx#.Vd3Cf7V0Z2a
Committees of the Board of Directors
In compliance with the requirements of the Listing Agreement and the Companies Act, 2013 and to have a focused attention on specific matters, the Board of Directors has constituted various committees herein under. These Committees are entrusted with such powers and functions as are detailed in their terms of reference.
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination Remuneration and Governance Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with legal and regulatory requirements. It ensures the objectivity, credibility and correctness of the Company's financial reporting and disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters.
The powers, role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are broadly as follows:
• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
i. Matters required to be included in the Director's Responsibility Statement in the Board's Report in terms of clause (c) of sub section (3) of section 134 of the Companies Act, 2013
ii. Changes, if any, in accounting policies and practices and reasons for the same
iii. Major accounting entries involving estimates based on the exercise of judgment by management
iv. Significant adjustments made in the financial statements arising out of audit findings
v. Compliance with listing and other legal requirements relating to financial statements
vi. Disclosure of any related party transactions
vii. Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter
• Review and monitor the auditor's independence and performance, and effectiveness of audit process
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow up there on;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
There is no such occasion where the Board had not accepted any recommendation of the Audit Committee. Minutes of each audit Committee meetings are placed before the Board for information.
Powers of Audit Committee
1. Investigate any activity within its terms of reference
2. Seek information from any employee
1. Obtain outside legal or other professional advice
2. Secure attendance of outsiders with relevant expertise, if it considers necessary
Review of information by the Audit Committee
1. Management discussion and analysis of financial position and result of operations
2. Financial statements and draft audit report, including quarterly / half-yearly financial information
3. Reports relating to compliance with laws and to risk management
4. Records of related party transactions
5. Management letters / letters of internal control weaknesses issued by statutory / internal auditors and
6. The appointment, removal and terms of remuneration of the head of the internal audit function
Clause 49 of the Listing Agreement specifies that the audit Committee should have at least 3 members, of which at least two-thirds should be Independent. Section 177 of Companies Act, 2013 specifies that the Audit Committee should comprise at least three Directors with Independent Directors forming the majority. The Company is in compliance with provisions of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013.
The quorum of the Committee is two Independent Members present or one third of the total members of the Committee, whichever is higher.
COMPOSITION AND ATTENDANCE
The Audit Committee of the Board consisting of three "Non-Executive & Independent Directors" as members as detailed below and all members of audit committee are financially literate and having accounting/ related financial management expertise all members have adequate financial and accounting knowledge. The Chairman of the Audit Committee is an Independent Director. Mr. R.Sankaranarayananan, Chairman of the Audit Committee was present at the Annual General Meeting held on December 26, 2014.
Company Secretary is the Compliance Officer of the committee. The Chief Financial Officer and the Head of the Internal Audit Function along with the Statutory Auditors have attended all the Audit Committee Meetings held during the financial year 2014-15 in the capacity of invitees. The Chief Executive Officer is also invited to attend the Committee Meetings.
STAKE HOLDERS RELATIONSHIP COMMITTEE
Your Company has constituted a Stake Holders Relationship Committee in line with the Clause 49 of the listing agreement as amended read with section 178(5) of the Companies Act, 2013, comprising with the following members
1. Mr.R.Sankaranarayananan, Chairman
2. Mr.T.P.Raman, Member,
3. Mr.S.V.Venkatesan, Member
Mr.R.Sankaranarayananan, Chairman of the Stake Holders Relationship Committee was present at the Annual General Meeting held on December 26, 2014. The Stakeholders Relationship Committee of the Board of Directors deals with stakeholder relations and security holders' grievances including matters related to transfer, split, consolidation, dematerialisation and re-materialisation of shares, non-receipt of annual report, non-receipt of declared dividend and such other issues as may be raised by the investors from time to time. It ensures that investor grievances / complaints / queries are redressed in a timely and effective manner and to the satisfaction of investors. The Committee oversees the performance of the Registrar and Share Transfer Agents of the Company relating to investor services and recommends measures for improvement.
The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement
Terms of Reference
• To look into requests for transfer and transmission of shares.
• To look into requests for the re-materialization of shares
• To issue Duplicate Share Certificate in lieu of the Original Share Certificate.
• To issue Split Share Certificate as requested by the member.
• To take all such steps as may be necessary in connection with the transfer, transmission, split and issue of Duplicate Share Certificate in lieu of the Original Share Certificate
• Stakeholder relations and redressal of security holders' grievances in general and relating to non - receipt of dividends, interest, non - receipt of annual report, etc. in particular.
• Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such a Committee.
The quorum for the Committee is any two members present at the meeting. The Stakeholders Relationship Committee has met from time to time to discuss and approve the related matters.
NOMINATION AND REMUNERATION COMMITTEE
Your Company has constituted a Nomination and Remuneration Committee in line with the Clause 49 of the listing agreement read with section 178 of the companies Act,2013, under the Chairmanship of Mr.R.Sankaranarayananan. The committee consisting of three Independent Directors Mr.R.Sankaranarayananan, Mr. T.P.Raman and Mr.S.V.Venkatesan as members to decide the structure of the executive director's Remuneration.
Mr.R.Sankaranarayananan, Chairman of the Nomination and Remuneration committee was present at the Annual General Meeting held on December 26, 2014. The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy for Directors, Key Managerial Personnel and other employees and also deals with the governance related matters of the Company. It oversees the implementation of the nomination, remuneration and governance policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.
Terms of Reference
1. To identify, review, assess, recommend and lead the process for appointments of Executive, Non-Executive and Independent Directors to the Board and Committees thereof and to regularly review the structure, size and composition, balance of skills, knowledge and experience of the Board and Board Committees and make recommendations to the Board or, where appropriate, the relevant committee with regard to any adjustments that are deemed necessary.
2. To formulate criteria for evaluation of Independent Directors and the Board;
3. To evaluate the performance of the Chairman and other members of the Board on an annual basis and to monitor and evaluate the performance and effectiveness of the Board and Board Committees and the contribution of each director to the Company. The Committee shall also seek the views of executive Directors on the performance of non-executive Directors.
4. To devise a policy on Board diversity
5. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
6. To make recommendations to the Board on the following matters:
a) Re-appointment of any executive and non-executive director at the conclusion of their specified term of office.
b) Re-election by members of any director who are liable to retire by rotation as per the Company's Articles of Association
c) Any matters relating to the continuation in office of any director at any time.
7. To formulate a policy relating to the remuneration of Directors, Key Managerial Personnel and other employees.
8. To define and articulate the Company's overall corporate governance structures and to develop and recommend to the Board of Directors the Board's Corporate Governance Guidelines.
9. To receive reports, investigate, discuss and make recommendations in respect of breaches or suspected breaches of the Company's Code of Conduct.
10. To review and monitor the Company's policies and practices on compliance with legal and regulatory requirements and to develop, review and monitor the code of conduct to employees and Directors.
11. To perform such functions as may be detailed in the Listing Agreement, Companies Act, 2013 and the relevant Rules made there under.
Directors Executive Directors
The Nomination and Remuneration Policy contains the criteria for evaluation of the Board, its committees and the Directors. The Policy is available on the website of the Company at htt p://www.lancor.in/newdesign/ Investor.aspx#.Vd3Cf7V0Z2g and also forms part of the Directors' Report
Mr.R.V.Shekar was re-appointed as Managing Director at the annual general meeting held on 11th September 2013 for a period of two years with effect from 25th July 2013 and the payment is within the principal terms and conditions as approved by the shareholders and other perquisites as per the policy of the Company. He was not paid any sitting fees for the Board meetings or of any committee of the Board attended by him, during the tenure as the Managing Director
Mr.R.V.Shekar retired from the office of Managing Director with effect from 1st October 2014 and continuing in the Board, as a Non Executive Chairman.
Ms.Mallika Ravi, Chief Executive Officer of the Company was discharging all responsibilities of the management subject to the direct control and supervision of the Board and she has been designated as Key Managerial Personnel (KMP) pursuant to the provisions of the Companies Act 2013.
Non-Executive Directors of the Company are remunerated by way of sitting fees for the meetings of the Board / Committees of the Board attended by them. There was no other payment to the Non-Executive Directors. During the year under report, there was no instance of pecuniary relationship or transactions of the non-executive Directors visa-vis the Company which needs disclosure in the Annual Report.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Board of Directors is entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility policy of the Company. The Corporate Social Responsibility Policy is available on the website of the Company at <http://www.lancor.in/newdesign/> Investor.aspx#.Vd3Cf7V0Z2g
The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 135 of the Companies Act, 2013 and relevant rules made there under
Terms of Reference
1. Formulation of Corporate Social Responsibility policy which shall indicate the activities to be undertaken by the Company.
2. Recommend the amount of expenditure to be incurred on the aforesaid activities
3. Monitor the Corporate Social Responsibility policy of the Company from time to time
4. Prepare an annual report on Corporate Social Responsibility initiatives for inclusion in the Board's Report
5. Perform such functions as may be detailed in the Companies Act, 2013 and the relevant Rules made there under and any other applicable legislation
The composition and attendance of the members of the Corporate Social Responsibility Committee are as Follows. The committee consists of three Independent Directors namely, Mr.R.Sankaranarayananan, Mr.T.P.Raman and Mr.S.V.Venkatesan. Mr.R.Sankaranarayananan,is the Chairman of the Committee.
Risk Management Committee
In compliance with clause 49 of the listing Agreement the Company during Financial year 2013-14, through its Board of Directors duly constituted a Risk Management Committee. The committee had duly laid down the procedures to inform Board members about the risk assessment and minimization procedures. The roles and responsibilities of the Risk Management Committee is defined in the risk management policy enclosed to the Annual Report.
The committee consists of the Independent Directors, Mr.R.Sankaranarayananan, Mr.T.P.Raman and Mr.S.V.Venkatesan. In order to ensure that management controls risk through means of properly defined frame work, a report on Risk Management and minimization procedures are received from the individual functional heads of the Company and placed before the Committee.
The Risk Management Committee of the Board of the Directors is entrusted with the responsibility of establishing policies to monitor and evaluate the risk management systems of the Company.
Terms of Reference
1. Oversee and approve the risk management, internal compliance and control policies and procedures of the Company.
2. Oversee the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to manage the Company's material business risks.
3. Receive reports from, review with, and provide feedback to Management on the categories of risk the Company faces including but not limited to credit, market, liquidity and operational risk, the exposures in each category, significant concentrations within those risk categories, the metrics used to monitor the exposures and Management's views on the acceptable and appropriate levels of those risk exposures.
4. Establish policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimising risks that may adversely affect the business of the Company.
5. Oversee and monitor management's documentation of the material risks that the Company faces and update as events change and risks shift.
6. Review reports on any material breach of risk limits and the adequacy of the proposed actions undertaken.
7. In consultation with the Audit Committee, review and discuss with Management:
a. the key guidelines and policies governing Company's significant processes for risk assessment and risk management; and
b. Company's major risk exposures and the steps Management has taken to monitor and control such exposures.
8. Report the proceedings of the Committee to the Board or the Audit Committee of the Board at its regular meetings on all matters which fall within its terms of reference.
9. Recommend to the Board or the Audit Committee of the Board as it deems appropriate on any area within its terms of reference where an action or improvement is needed.
10. Review its own performance, constitution and terms of reference to ensure that it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
Related Party Transactions
In terms of Clause 49 of the Listing Agreement, the Board of Directors has formulated a Policy on materiality on Related Party Transactions and also dealing with Related Party Transactions which can accessed from the website of the Company at http://www.lancor.in/newdesign/Investor.aspx#.Vd3Cf7V0Z2g All the related party transactions are periodically placed before the Audit Committee for the approval. The disclosure of related party transactions is part of the Notes to Accounts section of the Annual Report.
Subsidiary Monitoring Framework
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 Entity viz., Central Park West Venture. All Subsidiary Companies of the Company are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders. Wherever applicable, Non Executive and Independent Directors of the Company are nominated and inducted in to the Board of Material non-listed Indian Subsidiary Company.
The Company monitors performance of subsidiary companies inter alia, by the following means;
a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewed quarterly by the audit committee of the Company.
b) All minutes of Board Meetings of the unlisted subsidiary companies are placed before the Company Board regularly.
c) A Statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies is placed before the Company Board.
As required under clause 49 of the listing agreement, the Company has formulated a policy for determining 'material' subsidiaries and the said policy has disclosed in the Company's website and is available at h ttp://www.lancor.innewdesign/Investor.aspx#.Vd3Cf7V0Z2g
During the year 2014-15 the Company has not disposed of any shares in its material subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50% or cease to exercise control over the subsidiary which require approval of the shareholders by way of special resolution.
Except in the ordinary course of business, the Company during the FY 2014-15 has not sold, disposed and leased of assets amounting to more than twenty percent of the assets of the material subsidiary which require prior approval of shareholders by way of special resolution. Pursuant to the scheme of amalgamation as approved by Hon'ble High Court of Judicature at Madras, vide its Order dated 31.03.2015, Lancor Realty Limited and Lancor GST Developments Limited were merged with the Company.
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 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, Chief Executive Officer, of the Company forms part of this report.
Code of Conduct for Prevention of Insider Trading
The Company had earlier adopted a Code of Conduct for Prevention of Insider Trading in terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992. In view of the enactment of SEBI (Prohibition of Insider Trading) Regulations 2015, the Board of Directors of the Company has adopted a new Code of Conduct for Prevention of Insider Trading at its meeting held on 07.05.2015. This code is applicable to all Promoters, Directors, Key Managerial Personnel and Designated Persons. The new Code is available on the website of the Company at h 11 p://www.lancor.in/newdesign/ Investor.aspx#.Vd3Cf7V0Z2g
Vigil Mechanism/ Whistle Blower Policy:
In compliance with clause 49 of the listing agreement, the Risk Management Committee/Audit Committee at its meeting held on 30th March 2015, approved an Whistle Blower Policy that provides a formal mechanism for all stakeholders, Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Whistle Blower Policy, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.
There has been no occurrence of non-compliance of any legal requirements nor has there been any restriction imposed by any stock exchange, SEBI, on any matter relating to the capital market. The Company has complied with the requirements of the stock exchanges / SEBI / any other statutory authority on all matters related to capital markets. There are no material penalties or strictures imposed on the Company by the stock exchanges / SEBI / any other statutory authority relating to the above.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms part of the Annual Report. It includes among others a discussion on the following matters:
c Industry structure and developments
c Risks and concerns
c Discussion on financial performance, with respect to operational performance.
Details of compliance with mandatory requirements:
The Company has fully complied with all mandatory requirements as furnished in Annexure-XII to the listing Agreement.
Compliance of Non-Mandatory Requirements
Clause 49 of the Listing Agreement states that non-mandatory requirements may be implemented as per the Company's discretion. However, disclosures on compliance with mandatory requirements and adoption (and compliance) / non-adoption of the non-mandatory requirements shall be made in the Corporate Governance Report of the Annual Report. The status of compliance of the non-mandatory requirements is as follows:
The Chairman of the Board of Directors is a Non Executive Director and no separate office has been provided to him.
The half-yearly declaration of financial performance together with the summary of significant events are not individually disseminated to the shareholders. However, the information on financial and business performance is updated in the 'Investors' section of the Company's website, www.lancor.com on a quarterly basis.
The audited financial statements of the Company for the financial year 2014-2015 do not contain any qualification and the Audit Report does not contain any adverse remarks.
Separate posts of Chairman and CEO
The Company has appointed separate persons to the post of Chairman and CEO.
Reporting of Internal Auditor
The Internal Auditor reports to the Audit Committee of the Board of Directors of the Company. The Audit Committee is empowered to hold separate meetings and discussions with the Internal Auditor.
Disclosure of materially significant related party transactions
The details of the transactions with related parties or concerns, if any, as prescribed in the listing agreement are being placed before the Audit Committee from time to time. Material significant related party transactions during the year 2014-2015 have been given in Note 4.09 of the Notes to accounts to the Annual financial statement. There were no other transactions of material had been entered into by the Company with related parties that had potential conflict nature with the interest of the Company at large in the financial year ended 2014-2015
Disclosure of Accounting Treatment
No treatment different from that prescribed in an Accounting Standard have been followed by the Company.
Disclosure to the shareholders:
As per the requirement of section 152(6) of the Companies Act, 2013, the following Director of the Company is liable to retire by rotation and eligible for reappointment.
Mrs. S.Sangeetha Shekar
As required under clause 49.VIII.E of the listing agreement necessary disclosure of relationship between Directors inter-se is annexed to the Annual Report.
As required under clause 49.VIII.E of the listing agreement the Quarterly results and presentations made by the Company to analysts has been disclosed on Company's web-site.
Company Secretary, is the Compliance Officer for complying with the requirements of Securities laws and Listing Agreements with the BSE Limited, the Stock Exchange where equity share of the Company are listed.
Recommendation of Dividend and Dividend Payment Date
The Board of Directors has recommended a dividend of Rs.2/- for each equity share of Rs.2/- which is subject to the approval of the members in the ensuing Annual General Meeting (Re.1/- per equity share of Re.1/- each after the Bonus issue). In terms of Section 123 of the Companies Act, 2013, the dividend amount will be deposited in a separate bank account within 5 days from the date of Annual General Meeting and will be paid to the shareholders within the prescribed time.
9. GENERAL SHAREHOLDER'S INFORMATION
Financial calendar (Tentative)
Financial Year : April 01, 2014 to March 31, 2015
Calendar of Board meetings for the financial year (Tentative and subject to change)
First Quarter Result : August 14,2015
Second Quarter Result : November 13, 2015
Third Quarter Result : February 14, 2016
Fourth Quarter Result : May 30, 2016
Date of Book Closure : 23rd September, 2015 to 28th September, 2015 (Both days included)
Annual General Meeting : 30th Annual General metting
Date : 28th September,2015
Day : Monday
Time : 2.30 pm
Venue : Quality Inn Sabari, 29, Thirumalai Pillai Road, T.Nagar, Chennai - 600 017
Dividend Payment Date : Within 30 days from the date of Annual General Meeting
Stock code : 509048
The Company's securities are listed with BSE Exchange Limited, Mumbai and it has paid the respective annual listing fees up-to-date and there are no arrears.
There is no share of the Company which remains unclaimed and lying in the escrow account.
Demat ISIN : INE572G01025
Listing fee : Annual listing fee for the year 2014 - 2015 has been duly paid to the exchange
Outstanding GDRs/ADRs/Warrants or any
As on March 31, 2015 the Company does not have any
Convertible instruments, conversion date and likely impact on equity
Outstanding GDRs/ADRs/Warrants or any Convertible instruments,
Reconciliation of Share Capital Audit
In terms of Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996, reconciliation of Share Capital Audit is conducted every quarter by Mr. Rabi Narayan Pal, Partner, Rabi Narayan & Associates, Company Secretaries reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital and the report is forwarded to the Stock Exchanges where the shares of the Company are listed.
The Company has paid custodial fees for the year 2014-15 to NSDL and CDSL on the basis of the number of beneficial accounts maintained by them. The custodial fees for the year 2015-16 to NSDL and CDSL will be paid upon demand.
proceeds from public / rights / preferential issues, etc.,
The Company does not have any unutilized money raised through Public / Rights / Preferential Issues, etc.
DEMATERIALISATION OF SHARES AND LIQUIDITY
The Equity shares of the Company are made available for dematerialisation under depository system operated by the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). The shares of your Company are under compulsory demat settlement mode and can be traded only in the demat form. Shares dematerialised upto March 31, 2015 are as under:
Considering the advantage of dealing in shares in electronic/ dematerialized form, shareholders still holding shares in physical form are requested to dematerialize their shares at the earliest. For further information clarification/ assistance in this regard, please contact M/s.Cameo Corporate Services Limited, the Registrar and Share Transfer Agent or the Company Secretary, Lancor Holdings Limited. As per the directions of SEBI, equity shares of the Company can be traded by all the investors only in dematerilised form. The Company's shares are actively traded on BSE Limited.
REGISTRAR AND SHARE TRANSFER AGENTS (RTA)
To expedite the process of share transfers, the Board of the Company has delegated the power of share transfer to the Registrar and Share Transfer Agents as detailed bellow: Pursuant to regulations 53A of the Securities and Exchange Board of India (Depositories & Participants) Regulations, 1996, the Company has appointed Cameo Corporate Services Limited, a SEBI registered Agency as the Common Registrar and Share Transfer Agent of the Company for both physical and dematerialized segments. Their complete address is as under
Mr.R.D.Ramasamy, Director M/s.Cameo Corporate Services Limited Subramanian Buildings, No.1, Club House Road, Chennai 600 002, Phone No.044-28460390-94, Fax No.28460129, Email: email@example.com
SHARE TRANSFER SYSTEM
The shares of the Company are traded on the Stock Exchange through the Depository System. The demat ISIN in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is INE572G01025.
All requests received by the Company / RTA for dematerialization / re-materialization, transfer, transmissions, subdivision, consolidation of shares or any other share related matters and / or change in address are disposed off expeditiously.
TRANSFER OF UNPAID/UNCLAIMED AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Members who have not encashed their dividend warrants yet for the previous years are advised to forward such warrants to the Company for revalidation. Pursuant to the provision of Section 205A of the Companies Act, 1956, dividend, which remains unclaimed for a period of seven years, will be transferred to the Investor Education and Protection Fund of the Central Government.
During the financial year 2014 - 15, the Company was required to transfer a sum of Rs.52,280/- (Rupees fifty two thousand two hundred eighty only) to the Investor Education and Protection Fund, pertaining to the dividends declared in the Annual General Meeting held on 30th September, 2007 and which was lying unclaimed for a period of seven years from the date they became due for payment. The Company has transferred an amount of Rs.52,280/- (Rupees fifty two thousand two hundred eighty only) to the Investor Education and Protection Fund on Nov 24, 2014, within the time limits prescribed under the Companies Act, 1956.
As required under section 124(2) of the Companies Act, 2013 a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person has been placed on the website of the Company within a period of ninety days of making transfer to the Unpaid Dividend Account.
Members can claim the unpaid dividend from the Company before transfer to the Investor Education and Protection Fund. Members who have so far not encashed the dividend warrant(s) are requested to make their claim to the Secretarial Department at the Registered and Corporate Office of the Company or send an email to firstname.lastname@example.org
Unclaimed Equity Shares
In terms of Clause 5A of the Listing Agreement, unclaimed equity shares shall be transferred to an "Unclaimed Suspense Account" opened by the Company for the purpose and the equity shares lying therein shall be dematerialised with a Depository Participant. The voting rights of such equity shares remain frozen till the rightful owner claims the shares.
COMPANY REGISTRATION DETAILS
The Company is registered in the state of Tamil Nadu. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L65921TN1985PLC049092
There is no legal proceeding pending against the Company. Certain disputes have arisen with the owners of land with whom the Company has entered into a joint ventures agreement in respect of a Project for which the Company has been defending. The detail of the suit is more fully stated in Note 4.11 to accounts attached to the Auditor's Report.
The Company in compliance with Clause 49XB of the listing agreement periodically submitting a quarterly compliance report to the stock exchanges within 15 days from the close of quarter as per the format given in Annexure I B (up to 30.09.2014) and thereafter in Annexure - XI (wef 01.10.2014) to the Listing Agreement duly signed either by the Compliance Officer or the Chief Executive Officer of the Company.
Address for Communication
For queries relating to Financial Statements
Mr.K.Srinivasan Chief Financial Officer LANCOR HOLDINGS LIMITED VTN Square, 58, G N Chetty Road T.Nagar, Chennai - 600 017 Phone: 044-28345880 - 84 Fax : 044-2834 5885 Email : email@example.com Website : www.lancor.in
For any other queries
Mr.Pradeep Kumar Nath Company Secretary & Compliance Officer
LANCOR HOLDINGS LIMITED VTN Square, 58, G N Chetty Road T.Nagar, Chennai - 600 017 Phone: 044-28345880 - 84 Fax : 044-2834 5885 Email : firstname.lastname@example.org Website : www.lancor.in In terms of clause 47(f) of the Listing Agreement of Stock Exchanges, investors may please use email@example.com as email id for redressal of investor request / complaint.