Directors Report of Lancor Holdings Ltd.

Mar 31, 2018

Dear Member(s),

The Directors have great pleasure in presenting the Thirty Third (33^rd) 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 March 31,2018 and the Auditors’ report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS

	(Amount in lakhs)
Particulars	Standalone		Consolidated
	2017 -18	2016 -17	2017 -18	2016 -17
Total Revenue	7306.71	7963.74	7727.76	8373.86
Expenditure	4505.81	3810.90	4850.88	4149.35
EBITDA	2800.89	4152.83	2876.88	4224.51
Interest	1969.29	2079.56	1969.29	2079.57
Depreciation	158.46	210.34	206.01	271.85
EBT or Profit/(Loss) before Tax	673.15	1862.93	701.58	1873.09
Tax
Current tax	147.89	369.96	154.64	378.78
Defferred tax	-62.39	-74.66	-52.22	-78.71
EAT or Profit /(Loss) after tax	587.65	1567.63	599.17	1573.02
ADD: Other Comprehensive Income	4.66	-3.35	5.63	-3.62
LESS: Non - Controlling Interest	0.00	0.00	0.09	0.05
Total Comprehensive Income	592.31	1564.28	604.71	1569.35
ADD: Balance Brought from PY	11473.99	10397.16	12131.98	11050.08
Available for appropriation	12066.30	11961.44	12736.69	12619.43
LESS: Dividend	81.00	405.00	81.00	405.00
LESS: Tax on Dividend	16.49	82.45	16.49	82.45
Balance Carried to Balance sheet	11968.81	11473.99	12639.20	12131.98

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATE BUSINESS OVERVIEW

There has been no change in the nature of business of the Company.

Your Company has incorporated a new company on April 12, 2018 in the name and style,” Lancor South Chennai Developments Limited” as a wholly owned subsidiary for the development of projects at South Chennai.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There has been no material changes and commitment effecting the financial position of the Company between the end of the financial year and the date of the report except newly incorporated company.

FINANCIAL OVERVIEW

STANDALONE

During the financial year 2017-18, the Company has on a standalone basis, registered total revenues of Rs.73,06,70,618/- as compared to Rs. 79,63,73,617/- in the previous year. The EBIT for the previous year was Rs. 18,62,92,861 whereas the current FY EBIT is Rs.6,73,14,514, the last year net profit was Rs. 15,67,63,243/whereas the current year net profit is Rs.5,87,65,102/-

CONSOLIDATED

During the financial year 2017-18, the Company has on a consolidated basis, registered total revenues of Rs. 77,27,75,594/- as compared to Rs. 83,73,86,530/- in the previous year. The total expenditure of Rs. 70,26,16,561/- for the FY 2017 - 18 as against the Previous FY Rs. 65,00,77,153, the last year net profit was Rs. 15,73,02,162/- whereas the current year net profit is Rs. 5,99,17,233.

DIVIDEND:

The Board of Directors at its meeting held on May 14, 2018 recommended a final dividend of 0.20 paise per equity share(i.e.,10% on Equity Paid up capital), which is subject to the approval of the members at the ensuing Annual General Meeting of the Company for the financial year ended March 31, 2018.

The total dividend is estimated for the current year (excluding dividend distribution tax) is Rs.81 lakhs.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, your Company has transferred Rs.34.89 lakhs to Lancor Foundation towards meeting of its objective.

Your Company through ‘Lancor Foundation’ has started initiative with an objective of not only to impart training to the youth at the rural area and also to make them employable.

Further, Lancor Foundation had identified a land situated at Sriperumbudur and paid an advance amount of Rs. 40 Lakhs towards purchase of land to construct skill training centre to promote education and employment enhancing vocation skills in pursuant to the Schedule VII of the Companies Act 2013.

The Company’s contribution towards CSR is given in detail as Annexure - C

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 along with him other Five Non-Executive Directors, including three Independent Directors. The Company has one Women Director who is also a Non Executive. The composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Obligations) Regulations 2015 and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

B. Meetings

The Board of Directors duly met seven (07) 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 February 07, 2018.

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

In terms of Section 152 of the Companies Act, 2013, Mr. R.V. Sekhar (DIN-00259129) liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. R.V. Sekhar (DIN-00259129) retiring by rotation.

Brief resume of the Director proposed to be re-appointed have been provided in the note to the Notice convening the Annual General Meeting. Specific information about the nature of his expertise in specific functional areas and the names of the companies in which he hold Directorship and membership / chairmanship of the Board Committees as per regulation 26 (4) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 have also been included.

D. Committees of the Board

The constitution and terms of reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee were also aligned with the requirements of regulations 18 to 22 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and the Companies Act, 2013. The Company has also constituted Corporate Social Responsibility Committee.

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. None of the Independent Directors is due for re-appointment.

F. Directors'' Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, 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.

G. Changes in Directors and Key Managerial Personnel

There are no changes in the directorship as well as in the Key Managerial Personnel during the period of the report.

H. Changes in Subsidiaries, Joint Ventures and Associates

The company has incorporated a new company in the name and style, "Lancor South Chennai Development Limited" on April 12, 2018 with the objective to promote and develop the properties located at South Chennai.

I. Significant or Material Orders Passed by Regulators / Courts

In the matter of the Commercial Property, "Menon Eternity",The arbitrator had issued an award dated March 16, 2016, invalidating the sale deeds registered in favour of the Company. The single bench of the Hon''ble High court of Madras by its judgment delivered on December 23, 2016, has set aside the Award of the Arbitrator, with regard to the invalidation of the Sale deeds and hence confirmed the title in favour of the Company.Subsequently, the land owners have gone on appeal before the division bench in the Hon''ble High Court of Madras which is being contested by the Company.

There were no any other significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

J. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

K. Details in respect of Frauds

The Company'' auditor report does not have any statement on suspected fraud in the company operations to explain as per Sec. 134(3)(ca) of the Companies Act 2013.

Audit Related Matters

A. Audit Committee

Pursuant to regulation 18 of SEBI (LODR) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules 2014 the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consisting of three "Non-Executive - Independent Directors” as members having adequate financial and accounting knowledge. The composition, procedures, powers and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

B. Statutory Auditors

The Company at its 32^nd Annual General Meeting held on September 22, 2017 had appointed M/s. Nayan Parikh & Co., (ICAI Firm Registration No.:107023W), Chartered Accountants as the Statutory Auditor for a term of one year.

Pursuant to Section 139 (2)(b) of the Companies Act 2013, a company can appoint an audit firm as auditor not more than two terms of five consecutive years.

Since M/s. Nayan Parikh & Co., (ICAI Firm Registration No.:107023W), Chartered Accountants had already been appointed as Statutory Auditors for a term of one year and subject to the approval of the Members, the Audit Committee and Board of Directors of the Company has recommended to appoint of M/s. Nayan Parikh & Co., (ICAI Firm Registration No.:107023W), Chartered Accountants as the Statutory Auditor of the Company for one more term consists of five consective years.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditor, for the approval by the shareholders of the Company

C. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Rabi Narayan and 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 2017-18 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 Auditor

As per Sec. 148 (6) of Companies Act 2013 and rule 6(6) of the Companies (Cost records and audit) Rules, 2014 the applicability of Cost audit is based on overall annual turnover of the company from all its products and services during the immediately preceding financial year of rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is Rupees thirty five crore or more.

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

E. Internal Financial Controls

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, these controls were evaluated and no significant weakness was identified either in the design or operation of the controls.

F. Internal Audit

The board at its meeting held on May 14, 2018 appointed M/s. NVSRS & Associates, Chartered Accountants as internal auditor for the Financial Year 2018 - 19 based on the recommendation of Audit Committee.

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 and Remuneration Committee of the 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/investorsrela-tions-download-pol.php and relevant extracts from the Policy are reproduced in Annexure B to this report.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & Regulation 21 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015, the Board of Directors of the Company has constituted a Risk Management Committee which is entrusted with the task of monitoring and reviewing the risk management plan and procedures of the Company. The Company has developed and implemented a risk management framework detailing the various risks faced by the Company and methods and procedures for identification, monitoring and mitigation of such risks. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

C. Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at http://www.lancor.in/investors/

As 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

Pursuant to regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the provision of Section 177(9) read with Rule 7 of the companies (Meeting of Board and its Powers) Rules 2014 the Company has duly established a vigil mechanism for stakeholders, Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Audit Committee of the Company oversees the vigil mechanism. The Company affirms that no personnel have been denied direct access to the Chairman of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company at http://www.lancor.in/investors/

E. Sexual Harassment Policy

Your Company follows the principle of equal opportunities and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company, have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment.

The Policy is available on the website of the Company at http:// www.lancor.in/investors/

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:

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

C. Borrowings

The Company has outstanding borrowings of Rs. 160,13,79,481/- during the financial Year ended March 31, 2018.

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

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, both interim and final dividends pertaining to the financial year 2009-10 which were lying unclaimed with the Company for the past seven years was transferred to the Investor Education and Protection Fund during the Financial Year 2017-18.

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, which also available in the company’s website.

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, 2018 was 62, which include 10 women employees.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - D to the Board''s Report.

F. Credit Rating:

CRISIL has re-affirmed its rating of “BBB - Stable” in respect of company’s long term bank loans.

G. Code of Corporate Governance

In compliance with the requirement of regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure – H together a Certificate from Mis. Rabi Narayanan & Associates , Company Secretaries-in-Practice, affirming compliance with the said Code.

H. Code of Conduct

In compliance with requirement of regulations 17 of SEB I (Listing Obligation s and Disclosures Requirements) Regulations , 2015 an d Companies Act , 2013 the Company ha s laid down a Cod e of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company http://www.lancor.in/investors/. All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended March 31, 2018. A declaration to this effect signed by Mrs.Mallika Ravi, the Chief Executive Officer, of the Company forms part of this report.

I. Management Discussion and Analysis Report

In accordance with the requirement of the Listing regulations, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.

J. Extract of Annual Return

In terms of Section 134 (3) of the Companies Act, 2013 the Extract of the Annual Return of the Company for the Financial Year 2017 -18 is available in our company''s website.

Please click the following link to download the same. www.lancor.in

K. Particulars of Loans, Guarantees and Investments

In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments given by the Company under Section 186 of the Companies Act, 2013 is detailed in (Note No.2.13) Notes to Standalone Financial Statements.

L. Related Party Transactions

All related party transactions that were entered into during the financial year were at arm’s length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee as also the Board for approval on quarterly basis, for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company has , with the recommendation of the Audit Committee adopted a policy to regulate the transactions between the Company an d 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/investors/ the related party transactions undertaken during the Financial Year 2017 - 18 are detailed in Notes (Note No.4.09) to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure- 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 : Nil

N. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

As on March 31,2018, the Company has two subsidiaries and one Joint Venture viz., 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 businesses of the subsidiaries. The consolidated financial statement has also 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 - F

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website http://www.lancor.in/investors/ and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

O. Green initiatives

Electronic copies of the Annual Report 2017-18 and Notice of the Thirty Third 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 2018 and the Notice of the Thirty Third Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Further, the soft copy of the Annual Report (in pdf format) is also available on our website (www.lancor.in)

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

P. Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the Central Government

There are no such fraud required to be reported under section 143(12) of the companies Act, 2013 Q. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new 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, The Axis Bank Limited, The City Union Bank Limited, The Axis Finance Limited and The State Bank of India for their continued support to the Company during the year. The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organization. We thank the Government of India, the state government and other government agencies for their assistance and cooperation and look forward to their continued support in future.

Finally, the Board would like to express its gratitude to the members for their continued trust, cooperation and support.

For and on behalf of the Board of Directors of

LANCOR HOLDINGS LIMITED

Place : Chennai Sd/- Sd/-

Date : 13/08/2018 R V Shekar R SANKARANARAYANAN

Director Director

DN:00259129 DIN:00172202

---

Mar 31, 2016

Dear Member(s),

The Directors have great pleasure in presenting the 31^st 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 31^st March 2016 and the Auditors’ report thereon.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Amount in Rs. Lakhs)

Particulars	Standalone		Consolidated
	2015 - 2016	2014 - 2015	2015 - 2016	2014 - 2015
Total Revenue	8397.48	10,736.23	9627.45	15126.19
Expenditure	5349.88	6,574.22	5873.87	9741.04
FRITDA	3047.60	4,162.01	3753.58	5385.15
Interest	1616.20	2,077.52	2125.34	2387.21
Depreciation	234.47	310.12	249.70	326.60
Profit / (Loss) before extraordinary items & tax	1196.92	2,178.66	1378.53	2650.55
Less: Extraordinary items	0.00	0.00	9.67	0.00
Profit / (Loss) after extraordinary items before tax	1196.92	2,178.66	1368.86	2650.55
Current tax	339.79	713.13	433.37	958.98
Deferred tax	33.28	(13.91)	24.65	(14.97)
(Excess) / short provision of Tax earlier year	(191.29)	3.58	(187.42)	22.36
Profit / (Loss) after Tax	1015.14	1,475.86	1098.26	1684.19
Minority Interest	0.00	0.00	0.40	0.37
Add : Balance brought forward from previous year (includes Lancor Projects Ltd)	7727.08	8,671.64	8609.93	8985.21
Less : Prior year adjustments	0.00	20.79	0.00	20.79
Available for appropriation	8742.22	8,374.26	9707.79	9,267.04
Dividend	405.00	405.00	405.00	405.00
Tax on dividend	82.45	94.60	82.45	94.60
Transfer to General Reserve	101.52	147.59	101.51	147.59
Balance Carried to Balance Sheet	8153.26	7,727.08	9118.84	8609.93

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATES BUSINESS OVERVIEW

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

The Real Estate sector which has been suffering much pain in the last 3 years is yet to see a recovery. The buyers are still delaying their decisions and the sector awaits the return of customers and investors. The home prices have been under tremendous pressure than before as the customers are still not entering the market. As per data, there was an accumulated stock of 7 lakhs units across India by September 2015. There has been mispricing and mis-design of project in many places. Your Company recognizes this position and has designed its TCP-Lake Front Phase II, OMR project with apartments of average sizes starting from 850 sft with a ticket size of above Rs.53 lakhs. The MSB panel approval for TCP-Lake Front Phase II has been obtained and the project will be launched in the next 2 months. As against 279 apartments that were reported in the last report, there will be 378 apartments as the sizes of the apartments are made more attractive and affordable.

The commercial office space has been the only saving grace where vacancy levels are falling down. The actual trickledown effect of many reforms and policies announced over the last two years by the Central Government is yet to see its effects on ground.

Your company in order to de-leverage your balance sheet obtained the shareholders approval and monetized the land in Potheri and Vallancheri of 6.44 acres for Rs.57.31 Crores and reduced the debt to Rs.160.51 Crores as on 31.07.2016 at the group level.

As on 31.07.2016, the debt equity ratio of your Company at the Group level is 1.14:1.

Your Company has launched an Innovative Scheme titled ‘GRIHA (Guaranteed Rental Income and Home Appreciation scheme), under which the buyer gets rental guarantee for the apartment purchased at 4.99% yield and is further assured of capital appreciation of 12% at the end of 3 years. The initial response of the scheme has been positive.

The construction of G block in Lumina has been completed and your company is making efforts to sell its inventories in G block under the GRIHA Scheme.

The few units which are left in Townsville, Town & Country at Sriperumbudur, TCP-Lake Front at Sholinganallur are also offered under the GRIHA Scheme.

The country’s first auto rail hub in Walajabad should give a boost to realty sector in and around Sriperumbudur. Your Company’s Town & Country and Townsville project in Sriperumbudur will be benefitted by this. The talks are on for revival of Fox Conn factory in Sriperumbudur, which would also provide impetus to Sriperumbudur and to your projects in Sriperumbudur, when it happens.

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 02nd May 2016, considered and recommended approval for (1) Sale / disposal of Immovable Properties of the Company comprising of Vacant land admeasuring aggregating in all 6.44 acres located on GST road in Vallancheri and Potheri Villages, Chengalpet, Kancheepuram District, Tamilnadu and Commercial Properties aggregating to (i) a total extent of 22,127 sqft of super built up area in a building constructed by the Company on Dr.Radhakrishnan Salai, Mylapore, Chennai, 600004, (ii) 4th Floor of a building in Kasturibai Nagar, Adayar, Chennai constructed by the Company admeasuring an extent of 6,122 sq ft of super built up area and (iii) 2nd and 3rd Floors admeasuring a total extent of 6,954 sq ft of super built up area, also constructed by the Company at GST Road, Alandur, Chennai, 600016, Tamilnadu, India which was later approved by the members by way of Postal Ballot, the result of which was declared on 02.05.2016.

Further, the Board, in its meeting held on 28 May 2016 appointed Dr. V. Rajesh as Company Secretary and Compliance Officer due to resignation of existing Company Secretary and Compliance Officer Mr. Pradeep Kumar Nath.

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 2015-16, the Company has on a standalone basis, registered total revenues of Rs.83,97,48,604 as compared to Rs.1,07,36,23,210/- in the previous year, a decrease of 21.78 % year on year. The Profit before Tax and Profit after Tax have declined by 45.06%, 31.22% respectively.

CONSOLIDATED

The consolidated revenues of the Company during the financial year 2015-16 was Rs.96,27,45,495 a decline of 36.35% from the previous year. The Profit before Tax was higher/(lower) by (48.36%) and Profit after Tax was higher/ (lower) (after considering minority interest) by (34.80%) as compared to the financial year 2014-15.

DIVIDEND:

The Board of Directors at its meeting held on 28^th May 2016 recommended a final dividend of Rs.1 per equity share, subject to the approval of the members at the ensuing Annual General Meeting of the Company for the financial year ended 31^st March 2016.

The total dividend appropriation (excluding dividend distribution tax) for the current year is Rs.4.05 crores

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.1,01,51,479/- to the General Reserve.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, your Company has spent the balance residual amount of Rs.45,600/- on the construction of toilets for school children in Sree Sayee Vivekananda Vidyalaya in North Chennai. The construction got completed and the school management recorded their acknowledgement on the services rendered by your Company in this regard.

The balance CSR amount of Rs.38,43,095/- (of 2% of the average net profit) has been transferred to Lancor Foundation for the establishment of Skill Development Centre in Sriperumbudur.

Your Company through ‘Lancor Foundation’ has started initiative with an objective of not only to impart training to the youth and also to make them employable.

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 Director of the Company with other Five Non-Executive Directors, including Three Independent Directors. The Company also has one Women Director who is also Non Executive. The composition of the Board of Directors is in compliance with regulation 17(1)(b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and Section 149 of the Companies Act, 2013.

The Company has received necessary declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and as per Regulation of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

B. Meetings

The Board of Directors duly met Six (06) times during the year, the details of which are given in the corporate Governance report that forms part of this annual report. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose. The intervening gap between any two meetings was within the period prescribed under the Companies Act,2013.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 31, 2016.

C. Re-appointment of Director Retiring by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. S. Sridharan (DIN-01773791) liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers him selves for re-appointment. The Board of Directors based on the recommendation of Nomination, Remuneration and Governance Committee, has recommended the reappointment of Mr. S. Sridharan (DIN-01773791) retiring by rotation.

Brief resumes of the Directors proposed to be 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 per regulation 26 (4) of SFBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 have also been included.

D. Committees of the Board

The constitution and terms of reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee were also aligned with the requirements of regulations 18 to 22 of SFBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013. The Company has also constituted Corporate Social Responsibility Committee.

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

E. Performance Evaluation

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SFBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3)(p) of the Companies Act, 2013 and SFBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. None of the Independent Directors is due for re-appointment.

F. Directors’ Responsibility Statement

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, 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.

G. Changes in Directors and Key Managerial Personnel

Mr. Harmohan H Sahni (DIN: 00046068) resigned as the Independent Director of the Company with effect from November 04, 2015. The Board places on record its gratitude for the services rendered by Mr. Harmohan H Sahni during his long association with the Company.

Mr. K.Srinivasan, Chief Financial Officer resigned as key managerial personnel of the Company with effect from June 22, 2016. The Board places on record its gratitude for the services rendered by him during his long association with the Company.

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. Further Dr. V. Rajesh was appointed as Compliance Officer and Company Secretary of the Company with effect from May 28, 2016 consequent to the resignation of Mr. Pradeep Kumar Nath, with effect from May 02, 2016.

H. Changes in Subsidiaries, Joint Ventures and Associates

Further, the Board, in its meeting held on 07th May 2015, subject to the approval of Hon’ble High Court of the Judicature at Madras, 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. The Company has obtained due approval from the concerned Regulators and the order of the Hon’ble High Court having Judicature at Madras is awaited.

I. Significant or Material Orders Passed by Regulators / Courts

In the matter of Arbitration between the Menons and the Company, the sole Arbitrator Justice (Retd.) Mr. K.P. Sivasubramaniam had passed the award on 16.03.2016. The Award of the Arbitrator had inter-alia cancelled the Sale Deeds dated 19.12.2008 registered in favour of the Company, in respect of 50% of undivided share of land. Pursuant to the said order, the Company had challenged the Award in the Hon’ble High Court of Madras, by filing a Section 34 Application under the Arbitration and Conciliation Act 1996. The Company has engaged M/s. Raman and Associates to defend the case. The hearing in this matter is under process

There were no any other significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

J. Declaration by Independent Directors

The Company has received necessary declaration from each independent directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Related Matters

A. Audit Committee

Pursuant to clause 49 of the listing agreement / regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and the provision of Section 177(8) read with Rule 6 of the companies (Meeting of Board and its Powers) Rules 2014 the Company has duly constituted a qualified and independent Audit Committee. The Audit Committee of the Board consisting of three “Non-Executive - Independent Directors” as members having adequate financial and accounting knowledge. The composition, procedures, powers and role/functions of the audit committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

B. Statutory Auditors

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 reappointed 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 2016-17.

There are no qualifications or adverse remarks in the Statutory Auditors’ Report which require any explanation from the Board of Directors.

C. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. V.S. Sowrirajan & Associates, Company Secretar-ies-in-Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in Form No.MR.3 for Financial year 2015-16 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 Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/ circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendation of the Audit Committee, the Board of Directors at their meeting dated 01.08.2016, appointed M/s.N.Sivashankaran & Co, Cost Accountants (Firm Regn No.100662), as Cost Auditor of the Company for financial year 2016-2017. In accordance with the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the members of the Company and the remuneration proposed to be paid the Cost Auditors is placed for your ratification at the ensuing 31^st Annual General Meeting. The Cost Audit Report for the financial year 2015-2016 will be filed within the period stipulated under Companies Act, 2013.

E. Internal Financial Controls

The Company has designed and implemented a process driven framework for Internal Financial Control (“IFC”) within the meaning of the explanation to Section 134 (5) (e) of the Companies Act 2013.

For the year ended March 31 , 2016, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exits. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and /or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations.

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/investorsrelations-download-pol.php and relevant extracts from the Policy are reproduced in Annexure B to this report.

B. Risk Management Framework

Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 21 of SFBI(Listing Obligations and Disclosures Requirements) Regulations 2015, the Board of Directors of the Company has constituted a Risk Management Committee which is entrusted with the task of monitoring and reviewing the risk management plan and procedures of the Company. The Company has developed and implemented a risk management framework detailing the various risks faced by the Company and methods and procedures for identification, monitoring and mitigation of such risks. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards report. At present the Company has not identified any element of risk which may threaten the existence of the Company.

C. Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available on the website of the Company at http://www.lancor.in/ investorsrelations-download-pol.php

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

Pursuant to regulation 22 of SFBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the provision of Section 177(9) read with Rule 7 of the companies (Meeting of Board and its Powers) Rules 2014 the Company has duly established a vigil mechanism for stakeholders, Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Audit Committee of the Company oversees the vigil mechanism. The Company affirms that no personnel have been denied direct access to the Chairman of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. The Policy is available on the website of the Company at http://www.lancor.in/investorsrelations-download-pol.php

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 26^th June 2015 after due approval issued and allotted 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.170,36,24,560/- during the financial Year ended 31^st March, 2016.

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

As required under the provisions of Sections 124(5) and 125(2)(c) of the Companies Act, 2013, the dividends pertaining to the financial year 2007-08 which were lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2015 - 16. 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 there under. No complaints were received by the Committee during the period under review.

Number of employees as on March 31, 2016 was 64, which include 8 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. none of the 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. Including Amended Rules.

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 regulations 24 to 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed report on Corporate Governance is annexed to this report as Annexure - H together a Certificate from M/s. V. S. Sowrirajan & Associates, Company Secretaries-in-Practice, affirming compliance with the said Code.

H. Code of Conduct

In compliance with requirement of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Companies Act, 2013 the Company has laid down a Code of Conduct (Code) for all the Board Members and Senior Management Personnel of the Company. The Code is also posted on the Website of the Company http://www.lancor.in/investorsrelations-download-pol.php All the Board Members and Senior Management Personnel have affirmed their compliance with the Code for the financial year ended 31^st March, 2016. 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 regulations, the Management Discussion and Analysis Report titled as Management Report is presented in a separate section of the Annual Report.

J. Extract of Annual Return

In terms of Section 134 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 2015-16 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 (Note No.2.13) Notes to Standalone Financial Statements

L. Related Party Transactions

All related party transactions that were entered into during the financial year were at arm’s length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee as also the Board for approval on quarterly basis, for the transactions which are of a foreseen and repetitive nature. The Board of Directors of the Company has, on recommendation of the Audit Committee adopted a policy to regulate the transactions between the Company and its related parties in compliance with the applicable provisions of the Companies 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/investorsrelations-download-pol.php the related party transactions undertaken during the financial year 2015 - 16 are detailed in Notes (Note No.4.09) to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure- 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.78,898 /-

N. Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

As on 31^st March 2016, the Company has four subsidiaries and one Joint Venture 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.

Further, the Board, in its meeting held on 07th May 2015, subject to the approval of Hon’ble High Court of the Judicature at Madras, 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. The Company has obtained due approval from the concerned Regulators and the order of the Hon’ble High Court having Judicature at Madras is awaited. Apart from the same there has been no material change in the nature of the businesses 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 shareholders at their request.

O. Green initiatives

Electronic copies of the Annual Report 2015-16 along with Notice of the Thirty First 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 2016 along with the Notice of the Thirty First Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company. Further, the soft copy of the Annual Report (in pdf format) is also available on our website (www.lancor.in)

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Listing Regulations, the Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the notice. The instructions for e-voting are provided in the notice.

P. Details in respect of frauds reported by auditors under sub section (12) of section 143 other than those which are reportable to the Central Government

There is no such fraud required to be reported under section 143(12) of the companies Act,2013 Q. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new 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, TATA Capital Housing 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 organization. We thank the Government of India, the state government(s) 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

Sd/- Sd/-

Place : Chennai R V Shekar R SANKARANARAYANANAN

Date : August 01, 2016 Director Director

DIN:00259129 DIN:00172202

---

Mar 31, 2015

Dear Member(s),

The 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.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Amount in Rs. Lakhs)

Standalone Consolidated

Particulars

2014- 2015 2013 -2014 2014 - 2015 2013 - 2014

Total Revenue 10,736.23 8,640.80 15126.19 13,654.09

Expenditure 6,574.22 4,102.74 9741.04 8,346.86

EBITDA 4,162.01 4,538.06 5385.15 5,307.23

Interest 2,127.94 1,925.39 2387.21 2,237.59

Depreciation 310.12 256.73 326.60 269.44

Profit / (Loss) before tax 2,178.66 2,355.94 2650.55 2,800.20

Less : Provision for

Current tax 713.13 759.49 958.98 1,046.09

Deferred tax (13.91) 0.77 (14.97) 69.87

(Excess) / short provision of Tax earlier year 3.58 0.00 22.36 0.00

Profit / (Loss) after Tax 1,475.86 1,595.68 1684.19 1,684.24

Minority Interest 0.00 0.00 0.37 .72

Add : Balance brought forward from 8,671.64 7,709.36 8985.21 7,935.19 previous year (includes Lancor Projects Ltd)

Less : Prior year adjustments 20.79 0.00 20.79 0.00

Available for appropriation 8,374.26 9,305.03 9,267.04 9,618.70

Dividend 405.00 405.00 405.00 405.00

Tax on dividend 94.60 68.83 94.60 68.83

Transfer to General Reserve 147.59 159.56 147.59 159.66

Balance Carried to Balance Sheet 7,727.08 8,671.64 8609.93 8,985.21

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 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 http://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 reprted 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 organization. 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 R SANKARANARAYANANAN

Director Director

DIN: 00004010 DIN: 00172202

Place : Chennai

Date : 14th August, 2015

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Mar 31, 2014

DEAR MEMBERS

The Directors have great pleasure in presenting the Twenty Nineth Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2014 and the Auditors'' report thereon.

FINANCIAL RESULTS

(Amount in Rs. Lakhs)

Standalone Consolidated Particulars 2013 - 2014 2012 - 2013 2013 - 2014 2012 - 2013

Total Revenue 8,640.80 7,696.60 13,654.09 7,930.99

Expenditure 4,102.74 4,644.14 8,346.86 5,075.64

EBITDA 4,538.06 3,052.46 5,307.23 2,855.35

Interest 1,925.39 1,529.32 2,237.59 1,576.44

Depreciation 256.73 224.68 269.44 233.45

Profit / (Loss) before tax 2,355.94 1,298.44 2,800.20 1,045.44

Less : Provision for

Current tax 759.49 373.87 1,046.09 434.86

Deferred tax 0.77 (13.67) 69.87 (157.15)

(Excess) / short provision of Tax earlier year 0.00 (0.35) 0.00 (1.26)

Profit / (Loss) after Tax 1,595.68 938.57 1,684.24 768.99

Minority Interest 0.00 0.00 0.00 0.92

Add : Balance brought forward from previous year

(includes Lancor Projects Ltd) 7,709.36 7,335.35 7,935.19 7,761.90

Less : Prior year adjustments 0.0 0.00 0.00 30.23

Available for appropriation 9,305.03 8,273.92 9,618.70 8,499.75

Dividend 405.00 405.00 405.00 405.00

Tax on dividend 68.83 65.70 68.83 65.70

Transfer to General Reserve 159.56 93.85 159.66 93.86

Balance Carried to Balance Sheet 8,671.64 7,709.37 8,985.21 7,935.19

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATE:

The general economy in Financial Year 2013-14 grew at a slower pace at 4.5%. Rising inflation with high interest rates led to contraction in demand for the real estate sector and the performance on the whole was very subdued.

The stable government now at the centre with focus on policy initiatives have spurred positive sentiments in the country. However it may take a few quarters before the demand picks up in the industry. Medium to long term (say between 12 to 36 months) demand for real estate is certain due to demographic advantages, rising income levels and rapid urbanization.

During the year your company had launched two projects with a total saleable area of 245308 sft.

Completed Projects: During the financial year 2013-14, your company has completed the residential project viz "The Coutryard" and handed over the apartments to the customers.

Ongoing Projects:

1. The Central Park Lake Front (TCPLF), Sholinganallur: The phase I of the TCPLF consisting of 136 apartments was launched in April 2014 and as on date of reporting, 64% has already been sold. The construction has been progressing well and the apartments are expected to be handed over for interiors to customers in the third quarter of next year.

The building plans for TCPLF Phase II have been submitted to Chennai Metropolitan Development Authority (CMDA) for approval, which will be launched by January 2015.

2. Kiruba Cirrus: The construction of Kiruba Cirrus is 90% complete with the finishing and final development works are under way. This is the first time ever that a large residential building using glass has been constructed in Chennai and the building looks very impressive catering to exclusive market.

The enquiry level for Kiruba Cirrus has been picking up and is expected to be sold in full as the market picks up say in the next 12 months.

3. Corner Stone and Sonnet Square: These two projects will be completed during the FY 2014-15.

SUBSIDIARY COMPANIES:

PROJECT COMPANIES:

LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED:

LUMINA: The construction of E & F blocks was completed and the customers have started living in "Lumina". G block has been opened up for sale recently. Guduvanchery as a sub-market is well positioned being more close to GST Road and connected to OMR as well. When the market picks up with the all the infrastructure viz internal roads, power supply, DG supply, Sewerage Treatment Plant(STP), Water Treatment Plant(WTP), Reverse Osmosis Plant (RO), a modern club house, a bus etc., that are put in place in Lumina will make Lumina sell well

LANCOR SRIPERUMBUDUR DEVELOPMENTS LIMITED:

TOWNSVILLE: The construction of A, B & C blocks are completed and the apartments are being handed over to the customers. The construction of D block is under way. Sriperumbudur as a destination is getting focus with Japanese investments that are expected on NH-4 for "Chennai-Bangalore Expressway" connecting Chennai and Bangalore, should boost the sales of Townsville. Sriperumbudur has also been chosen as a satellite town under the centrally sponsored scheme of the Urban Infrastructure Development. In order to cater to the employees working in and around Sriperumbudur, apartments of sizes ranging from 500 sft to 750 sft are being designed with a price range starting from Rs.12 lakhs per apartment. These ticket sizes should create good interest levels amongst the end users in Sriperumbudur

LANCOR GST DEVELOPMENTS LIMITED:

The approval for wet land conversion is awaited. The building designs for the residential development are being drawn and during the current financial year the same will be submitted to authorities for approval.

SERVICE COMPANIES:

LANCOR MAINTENANCE & SERVICES LIMITED:

The Company (LHL) has completed the projects "The Courtyard", Nanganallur and E & F blocks of "Lumina", Guduvanchery, which are handed over to Lancor Maintenance & Services Ltd (LMSL) for facility management. A,B & C blocks of "Townsville", Sriperumubudur are also in the process of handing over to the customers, which will also be taken up for maintenance by LMSL starting last quarter of Financial Year 2014-15. The above mentioned projects will add to the revenue of LMSL for the current financial year 2014-15. LMSL provides facility management services to all the new projects of LHL and the growth of LHL will organically grow LMSL as well

LANCOR REALTY LIMITED:

The office leasing has been picking up slowly and with IT Companies hiring employees, there will be enough absorption going forward. When the economy starts showing signs of recovery, the second hand residential market should also pick up. LRL hence should benefit from the sale/leasing of office/residential buildings.

ACCOUNTING POLICIES:

The "Kiruba Cirrus" was launched during the year 2012 – 2013 and construction is almost complete, due to the revised guidance note issued by, "The Institute of Chartered Accountants of India", on accounting for real estate transactions, the revenues for the same could not be booked. This resulted in deferment of corresponding profit as well.

NON RESIDENTIAL SEGMENT:

Your company''s focus will continue to remain in residential segment only as the commercial market is still stressed for rentals.

CREDIT RATING:

CRISIL has Re-affirmed its rating of "BBB " in respect of the companies long term bank loans.

DIVIDEND:

Your Directors are pleased to recommend dividend of 100% on the Paid-up capital of the company for approval of the members of the company, i.e. Rs.2/- per equity share of Rs.2/- each. The final dividend, if approved by the members would involve a cash outflow of Rs.4,05,00,000/- (excluding dividend distribution tax).

TRANSFER TO RESERVE:

Pursuant to the Companies (Transfer of Profits to Reserves) Rules 1975, the company proposes to transfer Rs.1,59,65,933/- to the General Reserve, out of amount available for appropriation.

FIXED DEPOSITS:

Your Company has not accepted any public deposit from the public or its employees during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AMALGAMATION OF LANCOR GST DEVELOPMENTS LIMITED AND LANCOR REALTY LIMITED WITH COMPANY:

The Board of Directors in its meeting held on 30th May 2014 approved the scheme of amalgamation of Lancor GST Developments Limited and Lancor Realty Limited, wholly owned subsidiaries of the company with the company in accordance with section 391 and 394 of the Companies Act 1956.

Lancor Realty Limited and Lancor GST Developments Limited, wholly owned subsidiaries of the company are in business of realty services and development of lands into shops, malls, hotels, service apartments respectively will be amalgamated with your company and all assets and liabilities transferred to and vested in the company with effect from April 01, 2013, the appointed date.

The company has already filed the petition with Hon''ble High Court of Madras for amalgamation. On receiving the order from the Hon''ble High Court of Madras, the accounts of the company for the financial year 2013 – 2014 will be re-stated accordingly to give effect of the merger as on appointed date i.e April 01, 2013. The re-stated accounts for the financial year 2013 – 2014 will be placed before the shareholders.

SUBSIDIARY COMPANIES / ASSOCIATE AND CONSOLIDATED FINANCIAL STATEMENTS:

The company has six subsidiaries viz., Lancor Guduvanchery Developments Limited, Lancor Sriperumbudur Developments Limited, Lancor GST Developments Limited, Lancor Egatoor Developments Limited, Lancor Maintenance & Services Limited, Lancor Realty Limited. There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the subsidiaries is included in the Annual report.

As required under the listing agreements entered into with the Bombay Stock Exchange Limited, consolidated financial statements of its subsidiaries and associate are attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 211(3C) of the Companies Act 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the company, its subsidiaries and associate.

Pursuant to the provisions of section 212(8) of the companies act 1956, the ministry of corporate affairs vide its circular dated February 08, 2011 has granted general exemption from attaching the balance sheet, statement of Profit and Loss and other documents of the subsidiaries with the Balance sheet of the company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual report. The annual accounts of these subsidiaries and the related detailed information will be made available to any members of the company / its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the company / its subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above at the registered office of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

As required under Companies Act 1956, the statement pursuant to section 212 containing the details required in respect of our subsidiaries namely, Lancor Guduvanchery Developments Limited, Lancor Sriperumbudur Developments Limited, Lancor GST Developments Limited, Lancor Egatoor Developments Limited, Lancor Maintenance & Services Limited, Lancor Realty Limited as on 31st March 2014 attached here with.

STATUTORY STATEMENTS:

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 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs.3,34,93,596/-

PARTICULARS OF EMPLOYEES

Industrial relations have remained cordial throughout the year in the company. During the year under review there were no employees covered under section 217(2A) of the Companies Act 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts for the year 2013 - 2014, the applicable Accounting Standards have been followed and there are no material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s securities are listed with Bombay Stock Exchange Limited, Mumbai and it has paid the respective annual listing fees up-to-date and there are no arrears.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management Discussion and Analysis is also annexed separately.

DIRECTORATE

In compliance with the provisions of the Companies Act 2013 read with applicable rules thereof and in accordance with the Article 86 of the Company''s Articles of Association, Mr.R.V.Shekar and Mr. T.P. Raman, Directors retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.

As per Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the provisions of Clause 49 of the Listing Agreement Mr.S.V.Venkatesan, Mr.T.P.Raman, Mr.R.Sankaranarayanan, Mr.Harmohan Sahni, Non Executive Directors will be appointed as Independent Directors of the Company for a term of five years.

Sri. S.Sridharan, who was appointed as Additional Director of the Company by the board at its meeting held on 13.11.2014 holds office as such up to the date of ensuing annual general meeting. In terms of 160 of the companies act 2013 read with rule 13 of the companies (appointment and Qualification of Directors) Rules 2014, the company has received notice in writing from member signifying his intention proposing the candidature of Sri.S.Sridharan for the office of Director of the company and accordingly the Board of Directors recommend the same for the approval of members.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

AUDITORS

The retiring auditors, M/s.G.M.Kapadia & Co., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to Section 139 of the Companies Act, 2013 read together with the Companies (Audit and Auditors) Rules, 2014 and also confirmed that they satisfy the criteria prescribed in section 141 of the Act.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.G.M.Kapadia & Co., Chartered Accountant as Auditors for a period of three years and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

COST AUDITORS

As per the Companies (Cost Accounting Records) Rules 2011 cost audit is not applicable on the companies engaged in the construction and / or development (real estate) business. Hence, these companies are only required to maintain cost accounting records and file compliance report with the Central Government. Pursuant to the provision of the Companies (Cost Accounting Records) Rules 2011, M/s. Shivashankaran & Co., Cost Accountants have been appointed as Cost Auditor of the company to do the necessary work and issue the compliance report.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Bankers, The Catholic Syrian Bank, HDFC Limited, Axis Bank Limited, Axis Finance Limited, City Union Bank Limited, State Government, other statutory bodies for their unstinted and consistent support to the company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of

LANCOR HOLDINGS LIMITED

Sd/- Sd/- R.V.Shekar R.Sankaranarayanan Chairman Director

Date : November 13, 2014 Place: Chennai - 600 017

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Mar 31, 2013

The Directors have great pleasure in presenting the Twenty Eighth Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

FINANCIAL RESULTS (Amount In Rs. Lacs) Standalone Consolidated Particulars 2012-13 2011-12 2012-13 2011-12

Total Revenue 7,696.60 8,572.08 7,930.99 10,802.80

Expenditure 4,644.14 5,565.10 5,075.64 7,081.17

EBITDA 3,052.46 3,006.97 2,855.35 3,721.63

Interest 1,529.32 755.80 1,576.44 784.09

Depreciation 224.68 237.96 233.45 249.27

Profit / (Loss) before tax 1,298.44 2,013.21 1,045.44 2,688.27

Less: Provision for

Current Tax 373.87 607.54 434.86 636.33

Deferred Tax (13.67) (0.96) (157.15) (7.59)

(Excess) / short provision of Tax earlier year (0.35) 165.31 (1.26) 938.57

Profit / (Loss) after Tax 938.57 1,241.31 768.9 1,120.96

Minority Interest 0.92 0.31

Add: balance brought forward from previous year (Includes Lancor Projects Ltd) 7,335.35 6,433.42 7,761.90 7,236.11

Less: prior year adjustments 30.23

Available for appropriation 8,273.92 7,674.74 8,499.75 8,356.75

Dividend 405.00 405.00 405.00 405.00

Tax on Dividend 65.70 65.71 65.70 65.71

Transfer to General Reserve 93.85 124.13 93.86 124.13

Balance Carried to Balance Sheet 7,709.37 7,079.89 7,935.19 7,761.90

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATE:

PROPERTY DEVELOPMENT BUSINESS:

The real estate industry has been under stress due to sluggish economic growth, rising inflation and over supply at certain locations. The sentiments being generally weak has caused uncertainty on job security coupled with rising prices due to inflation etc., has resulted in deferment of decision by the customers to close out sales. With the weakening of rupee and high inflation the construction costs are rising month on month. The political scene is nebulous and is not expected to change for the better over the next one year which keeps fresh investments from being made. The Reserve Bank of India''s inability to have any room for monetary action has now left no room for reduction in housing finance interest rates, thereby leaving no relief for home buyers. Hence the general outlook for the year 2013 is very pessimistic for the Real Estate industry.

Though the economy and industry have been slowing down, the projects of your company are ideally located in the growth corridors in Chennai viz OMR, GST Road and Sriperumbudur.

The company and its subsidiaries have currently 9 ongoing projects aggregating to 78.76 lakhs sq.ft of developable area, out of which 13.45 lakhs sq.ft have been taken up for development in the current year.

Your company expects the current challenging times on both economic and business environment to be continuing over the next few quarters. Therefore it has decided now to focus its energy to faster execution, which in a few projects are ahead of schedule in order to instill confidence in prospective customers to make buying decisions.

The Courtyard: "The Courtyard" is the only multi storied building in Nanganallur, Chennai, has been sold to the extent of 80% and is expected to be completed by the end of this year with good amount of revenue and earnings.

Kiruba Cirrus: "Kiruba Cirrus" is a Marquee Multi Storied High Rise Project in Valasaravakkam, West Chennai, where the construction has reached the 5th floor. Two Show Apartments are getting ready for view before launch of the project in the next 2 months. This project comes with outstanding features like fully Air-conditioned, vacuumized double glazing to be provided for heat and noise reduction. The Aluminium structure, which is proposed to be installed, is white anodized, at the higher levels of Japan''s standard is being used for the first time in any residential complex in India. This building is expected to be completed by the end of the financial year 2013-14.

OTHER CITY PROJECTS:

Your company is also developing two more city projects viz. "Sonnet Square" and "Corner Stone" in the current financial year for which the responses have so far been impressive.

TOWN & COUNTRY VILLA PROJECT: Your Company had reported about the villa project "Town & Country" in Sriperumbudur, last year. We are glad to inform that all the infrastructure with regard to "Town & Country" Villa Project (First Phase), viz Roads, Street Lights, Water tank, Sewer lines, Marketing office etc., have been developed in full. The electricity supply and generator back up for the villas are already in place. Fifty villas are under construction, out of which fourteen villas have been completed and are being handed over to the customers. The construction is in full swing while the project is gaining considerable attention even before the formal launch, so much so as on this date nearly 30 villas have been sold. Sriperumbudur is a fast developing industrial zone and your company is confident of the success of this project.

The Central Park Lake Front: As stated in the last report, "The Central Park Lake Front" will be developed on a total land extent of 5.71 acres and this will be the 4th development in the Central Park series in Sholinganallur, OMR. The plans are in the advanced stage of approval and the project is expected to be commenced in the next couple of months and the customers interest continues to remain high.

All the above projects are developed in the holding company.

SUBSIDIARY COMPANIES: PROJECT COMPANIES:

LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED:

Lumina: During the year, the DTCP approval for "Lumina" was obtained and 2 blocks out of 8 blocks were opened up for sale. Out of 196 apartments in 2 blocks, more than 50% of the apartments have already been sold. The construction is going on at a fast pace across four blocks and it is hoped that all the four blocks will be ready by the end of this financial year. Though the sales have been slower than our projection and expectation, with the construction of Show Apartment that is planned in the next one month, it is hoped that the sales will pick up.

LANCOR SRIPERUMBUDUR DEVELOPMENTS LIMITED:

Townsville: As reported last year, your company had launched a residential project named "Townsville", where out of 144 apartments in 5 blocks, 3 blocks were opened for sale with a total of 96 apartments. Out of 96 apartments, 70% of the apartments have already been sold. The construction is progressing at a fast pace. The project was launched at an affordable price of Rs.2,222/- per sft and now the current price is Rs.2,555/- per sft.

A few major corporates in Sriperumbudur area are showing keen interest to take up our apartments and villas for their employees. Townsville, being an affordable project is witnessing interest not only as a good investment option but also as housing for the employees working in Sriperumbudur. The company is now drawing plans to acquire some more lands adjacent to its buildings so that proper land consolidation takes place.

LANCOR GST DEVELOPMENTS LTD:

As reported last year, your company acquired a group company of L&T Ltd, which had 6½ acres of premium land at GST Road. This land has a development potential of more than one million sq.ft and there is an existing operating school adjacent to this land parcel. This project will be taken up for development at the end of this financial year, once all the plans are sanctioned. A multinational IT company has bought a huge commercial space which is next to our land parcel and hence the expectation is that the demand for homes from the employees of IT Company would be significant.

SERVICE COMPANIES:

LANCOR MAINTENANCE & SERVICES LIMITED (LMSL):

As the projects that are being developed by the parent company, Lancor Holdings Ltd, get completed, commencing from this year, the same will be handed over to LMSL for maintenance. In the current year, 2 city projects viz "The Courtyard" and "Kiruba Cirrus" will be handed over to LMSL for maintenance apart from the maintenance of "Town & Country" in its entirety as it becomes occupied. In addition, LMSL is also exploring new non-Lancor business to add to the earnings of the company.

LANCOR REALTY LIMITED (LRL):

Though the primary market has been sluggish, the secondary market seems to be promising as the customers are looking at second hand projects, which are readily available. With the depreciation of rupee, secondary markets are viewed favourably by NRI''s in order to complete the deals immediately, hence LRL is better positioned to increase the revenues in the current year.

LANCOR PROJECTS LIMITED (LPL):

During the year, Lancor Projects Ltd got merged with Lancor Holdings Ltd and the employees of LPL were absorbed by LHL and the LPL was dissolved without winding up.

SENIOR CITIZEN HOMES:

Your company is happy to report that it will be starting a new vertical under the name "Harmonia" to develop homes for senior citizens. Initially 3 projects viz "Lumina", "The Central Park Lake Front" and "Town & Country" have been identified where the senior citizen homes will also be constructed as part of the overall residential project. The vision is that in the next three to four years, your company would have developed more than 1,500 senior citizen homes across Chennai city and elsewhere and is expected to be an active player in this sector.

ACCOUNTING POLICIES:

Though "Lumina", "Townsville" were launched during the year and good number of units were sold as reported above, due to the revised guidance note issued by, "The Institute of Chartered Accountants of India", on accounting for real estate transactions, the revenues for the same could not be booked. This resulted in deferment of corresponding profits as well.

NON RESIDENTIAL SEGMENT: Your Company''s focus will continue to remain in residential segment only as the commercial market is still stressed for rentals. During the year, the company has constructed a commercial building of 11,164 sq.ft as a Management Project in a prime area of the city,

CREDIT RATING:

CRISIL has Re-affirmed its Rating of "BBB " in respect of the Compamies long term bank loans.

DIVIDEND:

Your directors are pleased to recommend dividend of 100% on the paid-up share capital of the Company for approval of the members of the Company, i.e, Rs.2/- per equity share of Rs.2/- each. The final dividend, if approved by the members would involve a cash outflow of Rs.4,05,00,000/- (excluding dividend distribution tax).

TRANSFER TO RESERVE:

Pursuant to The Companies (Transfer of Profits to Reserves) Rules, 1975, the Company proposes to transfer Rs.93,85,737- to the General Reserve, out of the amount available for appropriation.

FIXED DEPOSITS

Your Company has not accepted any public deposit from the public or its employees during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

AMALGAMATION OF LANCOR PROJECTS LIMITED WITH COMPANY

Pursuant to the scheme of amalgamation in accordance with section 391 and 394 of the Companies Act,1956 and as approved by the Hon''ble High Court of Judicature at Madras vide its Order dated 17th May 2013 in C.A.No.219 of 2013, Lancor Projects Limited a wholly owned subsidiary of the company in the business of property management has been amalgamated with your Company and all assets and liabilities are transferred to and vested in the company with effect from April 1,2012 (The Appointed Date) and the Lancor Projects Limited was dissolved without being wound up.

SUBSIDIARY COMPANIES /ASSOCIATE AND CONSOLIDATED FINANCIAL STATEMENTS:

The Company has six subsidiaries viz, Lancor Maintenance & Services Limited, Lancor Realty Limited, Lancor Guduvanchery Developments Limited, Lancor Sriperumbudur Developments Limited, Lancor Egatoor Developments Limited and Lancor GST Developments Limited. There has been no material change in the nature of the business of the subsidiaries. A Statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the listing agreements entered into with the Bombay Stock Exchange Limited, Consolidated Financial Statements of its subsidiaries and associate are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiaries with the balance sheet of the Company. A Statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company / its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company / its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

As required under Companies Act, 1956, the statement pursuant to section 212 containing the details required in respect of our subsidiaries namely, Lancor Maintenance & Services Limited, Lancor Realty Limited, Lancor Guduvanchery Developments Limited, Lancor Sriperumbudur Developments Limited, Lancor Egatoor Developments Limited and Lancor GST Developments Limited as on 31st March, 2013, attached herewith.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of the CSR activity, your Company has been helping the cause of music and arts to be propagated by way of sponsoring the music festivals during the high December and other seasons in Chennai. The Company has been the main sponsor for four years in succession right from 2009-10 for the "BHARAT SANGEET UTSAV" conducted by "CARNATICA", where artists from across India are invited to perform over ten day long festival in the month of October.

Your Company has also been the main sponsor of music concerts that are being held in front of the invitee audience for Marghazi Mahotsavam for 15 days conducted by Jaya TV, which was later on telecast by them every day over next 15 days.

Apart from the above, last year your Company had sponsored December Art Festival conducted by "Brahma Gana Sabha", Global Music Festival-Thiruvanmiyur, conducted by "Carnatica" in Association with Sri Parthasarathy Swami Sabha and December music festival conducted by "Nada Sudha", Velachery, an important emerging suburb in Chennai.

STATUTORY STATEMENTS

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 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo Rs.53,56,696/-

PARTICULARS OF EMPLOYEES

Industrial relations have remained cordial throughout the year in the company. During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departure;

(ii) they have selected such accounting policies and applied them Consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company''s securities are listed with Bombay Stock Exchange Limited, Mumbai and it has paid the respective annual listing fees up-to-date and there are no arrears.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A'') together with Report of the Auditors on the compliance with the said Code and a Report of Management Discussion and Analysis is also annexed separately.

DIRECTORATE

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 86 of the Company''s Articles of Association, Mrs.Sangeetha Shekar and Mr.S.V.Venkatesan, retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Harmohan Sahni and Mr.T.P.Raman who were appointed as Additional Directors of the Company by the Board at their meeting held on 09.11.2012 and 09.07.2013 respectively hold office as such up to the date of ensuing Annual General Meeting. In terms of Section 257 of the Companies Act, the Company has received notice in writing from members signifying their intention proposing the candidature of Mr.Harmohan Sahni and Mr.T.P.Raman for the office of Directors of the Company and accordingly the Board of Directors recommend the same for the approval of members. Mr.V.Chander and Mr.Jayesh N Thakkar the Directors of the company had resigned from the Board with effect from 09.11.2012 and 09.07.2013 respectively. The Board wishes to place on record their sincere appreciation for the valuable contribution and services rendered to the company during the tenure of their directorship.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT T O REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

1) Mr. R.V.Shekar, 2) Mr. Shyamala Shekar, 3) Mrs. Sangeetha Shekar and 4) Shwetha Shekar

AUDITORS

The retiring auditors, M/s.G.M.Kapadia & Co., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.G.M.Kapadia & Co., Chartered Accountant as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

COST AUDITORS

As per the Companies (Cost Accounting Records) Rules, 2011 cost audit is not applicable on the companies engaged in the construction and/or development (real estate) business. Hence, these companies are only required to maintain cost accounting records and file compliance report with the Central Government.Pursuant to the provision of The Companies (Cost Accounting Records) Rules, 2011, M/s.N. Shivashankaran & Co., Cost Accountants have been appointed as Cost auditor of the company to do the necessary work and issue the compliance report.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Bankers, The Catholic Syrian Bank, HDFC Limited, Axis Bank Limited, City Union Bank Limited, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of

LANCOR HOLDINGS LIMITED

Place: Chennai R.SANKARANARAYANAN R.V. SHEKAR

Date : May 30,2013 Director Managing Director

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Mar 31, 2012

The Directors have great pleasure in presenting the Twenty Seventh Annual Report on the business and operations of your company together with Audited financial statement for the year ended 31st March 2012 and the Auditors' report thereon.

FINANCIAL RESULTS

(Amount in Rs. Lacs) Particulars Unconsolidated Consolidated 2011-2012 2010-2011 2011-2012 2010-2011

Total Revenue 8,572.08 12,589.99 10,802.80 19,719.43

Less : Expenditure 5,565.10 7,791.51 7,081.17 13,982.94

EBITPA 3,006.97 4,798.48 3,721.63 5,736.49

Less: Interest 755.80 789.15 784.09 827.46

Depreciation 237.96 249.82 249.27 260.27

Profit/(Loss) before Tax 2,013.21 3,759.51 2,688.27 4,648.76

Less: Provision for :

Current Tax 607.54 721.41 636.33 814.31

Deferred Tax (0.96) 3.99 (7.59) 9.50

(Excess) / short provision of Tax 165.31 - 938.57 599.77 of earlier year

Profit/(Loss) after Tax 1,241.31 3,034.11 1,120.96 3,225.16

Minority interest - - 0.31 0.56

Add: balance brought forward 4,174.99 7,236.11 4,787.16 6,433,43 from previous year

Less: Prior year adjustments - - - -

Available for appropriation 7,674.74 7,209.10 8,356.75 8,011.78

Dividend 405.00 405.00 405.00 405.00

Tax on dividend 65.71 67.27 65.71 67.27

Transfer to General Reserve 124.13 303.41 124.13 303.40

Balance carried to Balance sheet 7,079.90 6,433.42 7,761.90 7,236.11

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATE:

PROPERTY DEVELOPMENT BUSINESS:

RESIDENTIAL SEGMENT: in the last report we had stated that due to political instability and economic condition that were prevailing in the country the property development business has been negatively impacted, although to a reduced extent in the residential development. Amongst all cities in this country, Chennai, where our company had been developing properties had been showing some strength as all the projects taken up by the company, prior to 2011, have been fully sold and most of them have been completed and handed over to the customers.

The company and its customers had experienced higher interest rate regime and most unfortunately the high inflation rate with reference to the building materials and products. Some of the building materials and commodities had to be procured at unbelievably high price, sometimes in multiple times of the contracted rates so as to keep up the delivery schedule committed to the customers.

The company has most recently launched a residential development project in Sriperumbudur named as "Town & Country" where it has acquired about 92 acres of land on ownership and Joint Venture basis. The highlight of the project is that in the next 5 years the company will be able to construct nearly about 500 villas and offer high rise apartment buildings of about 4 million sq ft. The concept is to build a township with all the amenities like roads, street lights, banks and essential shopping facilities, sports and recreation centre, schools while providing bus facilities to the residents to vantage points in the city. it is expected over the next 10 years that this project will earn very good returns to the company.

The company has launched another project known as "Lumina" in Guduvanchery. It is expected to have approximately 800 apartments. The initial response has been gratifying. it is anticipated that by September - 0ctober'2012 between 25-35% of the apartments will be booked and thereafter steady sales will occur at regular intervals. Barring unforeseen circumstances, this project which is competitively priced will earn good returns for the company

The company has also launched 2 residential projects in the city with premium specifications and both of them have been received very well response.

During last year the company had successfully completed "The Central Park (South)" culminating 3 phases of Central Park projects, with supply of 535 apartments. The company has now acquired another parcel of land opposite to "The Central Park" and it is named as "Central Park (Lake Front)". Barring unforeseen circumstance the company will be able to add another 300 apartments to The Central park (Lake Front) thus becoming a dominant force in this area as a developer of property with provision for maintenance and a modern club.

The company is actively engaged in negotiating with several land owners in the city for development of their properties.

The company's major residential development known as "Abode Valley" have been fully sold and nearly 500 apartments out of 700 apartments had been handed over to the customers. it is expected that the construction will be complete between September and december this year.

The company has also taken a position to acquire 6-1/2 acres of premium land at GST Road in respect of which the due diligence is under way. it has been decided to use this land partially as commercial and the remaining as residential.

NON RESIDENTIAL SEGMENT: The company has not focused in this segment due to oversupply of space. However as conditions improve, with its increasing absorption, the company will certainly venture in this area of property development.

RISK MANAGEMENT: The risk management is a corner stone of the management policy, which is mitigation and hedging measures. Factors such as high inflation, reducing GDP growth, high interest costs and reducing opportunities weigh heavily in the minds of the management.

SUBSIDIARY COMPANIES:

LANCOR MAINTENANCE & SERVICES LIMITED: Lancor Maintenance & Services Ltd is providing maintenance services in the case of all major residential development completed by its parent company for a period of 3 years. By this process LMSL is providing services for Central Park projects and the Abode Valley apartments besides a few other previously developed residential projects as well. All in all currently the company is maintaining about 1000 apartments spread over various projects while the opportunities to increase the base both within Lancor development and non-Lancor developments are increasing.

It is gratifying to report that the outstanding from the customers have been collected while in few cases where difficulties have been experienced the company is taking sustained measures for recovery of the amount.

The company maintains about half a dozen commercial projects and it is earning hand sum returns. Consequent to the change in the top management of LMSL active efforts are underway to improve the spread and reach of the company outside Lancor group for increasing the earnings for the company.

LANCOR REALTY LIMITED: The company for the current year has forecasted improved performance with reorganization of the management. Main source of income for the company is to deal with the parent company's customers for resale, renting and repurchase. The management team is also forecasting on third party real estate business in the OMR area and hope to achieve success going forward.

LANCOR PROJECTS LIMITED: Lancor Projects Ltd has obtained 3 contracts for managing third party projects during the year while taking on more projects for the company as well. it is proposed to merge Lancor Projects Limited (LPL) with the Lancor Holdings Limited, with appointed date being 1st of April 2012 and in this connection the draft scheme of amalgamation has been drawn and the process of merger has commenced. The personnel of LPL will be absorbed suitably within Lancor Holdings Limited based on their designation and position.

LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED: The Project "Lumina" has been launched as a residential development and application for the development has already been filed with the Government and we are awaiting the approval. Barring unforeseen circumstances the company's project is expected to do well going forward.

LANCOR SRIPERUMBUDUR DEVELOPMENTS LIMITED: The company during the year under review had purchased approximately 36 Acres of land at Sriperumbudur. As on this date, the company has drawn plans for launching the residential project named "Townsville" to initially construct and sell 144 apartments comprised of five blocks with all amenities at a most affordable cost.

CREDIT RATING

The Company has been assigned BBB by CRiSiL Limited for Lease rental discounting loan, long term loan and overdraft facilities availed.

DIVIDEND:

Your directors are now pleased to recommended 100% dividend on the paid-up share capital of the Company for approval of members i.e, Rs.2/- per equity share of Rs.2/- each. The final dividend, if approved by the members would involve a cash outflow of Rs. 4,05,00,000- (excluding dividend tax).

TRANSFER TO RESERVE

The Company proposes to transfer Rs.12,413,149/- to the General Reserve out of the amount available for appropriations and an amount of Rs.64,647,219/- is proposed to be retained in the statement of profit and loss.

FIXED DEPOSITS

Your Company has not accepted any public deposits from the public or its employees during the year under review and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

SUBSIDIARY COMPANIES / ASSOCIATE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company continue to have subsidiaries viz, Lancor Maintenance & Services Limited, Lancor Realty Limited, Lancor Projects Limited, Lancor Guduvanchery developments Limited, Lancor Sriperumbudur developments Limited and Lancor Egatoor developments Limited. There has been no material change in the nature of the business of the subsidiaries. A Statement containing brief financial details of the subsidiaries is included in the Annual Report.

As required under the listing agreements entered into with the Bombay Stock Exchange Limited, a Consolidated Financial Statements its subsidiaries and associate is attached. The Consolidated Financial Statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiaries with the balance sheet of the Company. A Statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/ its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/ its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

As required under Companies Act, 1956, the statement pursuant to section 212 containing the details required in respect of our subsidiaries namely, Lancor Maintenance & Services Limited, Lancor Realty Limited, Lancor Projects Limited, Lancor Guduvanchery developments Limited, Lancor Sripermbedur developments Limited as on 31st March, 2012 and Lancor Egatoor developments Limited as on 31st december, 2011, attached herewith.

STATUTORY STATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Lancor Holdings Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (disclosure of Particulars in the report of Board of directors) Rules, 1988, particulars relating to Conservation of energy, Research and development and Technology Absorption is not applicable.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Rs.42,13,681/-

PARTICULARS OF EMPLOYEES

industrial relations have remained cordial throughout the year in the company. during the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to directors' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) In the preparation of the annual accounts for the year 2011-2012, the applicable Accounting Standards have been followed and there are no material departure;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) They have prepared the annual accounts on a going concern basis.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company's securities are listed with Bombay Stock Exchange Limited, Mumbai and it has paid the respective annual listing fees up-to-date and there are no arrears.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A') together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

DIRECTORATE

in compliance with the provisions of the Companies Act, 1956 in accordance with the Article 86 of the Company's Articles of Association, Mr.V.Chander and Mr.R.Sankaranarayanan, retire at this Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

1) R.V.Shekar, 2) Shyamala Shekar, 3) Shwetha Shekar and 4) Sangeetha Shekar.

AUDITORS

The retiring auditors, M/s.G.M.Kapadia & Co., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

The Audit committee and the Board of directors recommend the re-appointment of M/s.G.M.Kapadia & Co., Chartered Accountant as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

ACKNOWLEDGEMENT

The directors take this opportunity to thank our Banker The Catholic Syrian Bank, HDFC Limited, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of directors of

LANCOR HOLdINGS LIMITED

R.SANKARANARAYANAN R.V. SHEKAR

Director Managing Director

Chennai, May 30, 2012

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Mar 31, 2011

The Directors have great pleasure in presenting the Twenty Sixth Annual Report on the business and operations of your Company together with Audited Accounts of the Company for the year ended 31st March 2011 and the Auditors report thereon.

Financial Results

The stand-alone financial results of Lancor Holdings Limited for the year ended March 31, 2011 are presented below:-

(Amount In Rs. Lacs)

Particulars 2010-2011 2009-2010

Income from Operations 12,589.99 10,281.79

Profit before interest, depreciation and taxes 4,562.62 3,048.45

Less: Interest 553.29 484.19

Depreciation 249.82 276.93

Profit/(Loss) before Tax 3,759.51 2,287.33

Less: Provision for Current Tax 721.41 687.38

Deferred Tax 3.99 0.15

Profit/(Loss) after Tax 3,034.11 1,599.80

Add: balance brought forward from previous year 4,174.99 3,209.06

Less: Prior year adjustments - — 0.07

Available for appropriation 7,209.10 4,808.79

Interim Dividend — 202.50

Dividend - Final 405.00 202.50

Tax on Dividend 67.27 68.82

Transfer to General reserve 303.41 159.97

Balance carried to Balance sheet 6,433.42 4,174.99

The consolidated financial results of the Company and its Subsidiaries for the year ended March 31, 2011 are presented below:- (Amount In Rs. Lacs)

Particulars 2010-2011 2009-2010

Income from operations 19,719.44 11,840.31

Profit before interest, depreciation and taxes 5,462.74 3,375.89

Less: Interest 553.71 484.44

Depreciation 260.27 292.32

Profit/(Loss) before Tax 4,648.76 2,599.13

Less: Provision for Current Tax 814.31 784.29

Deferred Tax 9.50 (5.66)

Profit/(Loss) after Tax 3,824.94 1,820.15

Short / Excess Provision of tax for previous years 599.78 —

Add: balance brought forward from previous year 4,787.16 3,600.81

Available for appropriation 8,011.77 5,420.96

Interim Dividend — 202.50

Dividend - Final 405.00 202.50

Tax on Dividend 67.27 68.83

Transfer to General reserve 303.40 159.97

Balance carried to Balance sheet 7,236.10 4,787.16

BUSINESS OUTLOOK FOR LANCOR HOLDINGS LIMITED, ITS SUBSIDIARIES AND ASSOCIATE:

Your Directors Have Great pleasure In Presenting The Twenty Sixth Annual Report On The Business And Operations Of Your Company Together With Audited Accounts Of The Company For The Year Ended 31st March, 2011 And The Auditors Report There On.

CNBC CRISIL CREDAI REAL ESTATE AWARD 2010:

It is very gratifying to report that the Company received the CNBC AWAAZ CRISIL CREDAI REAL ESTATE AWARDS 2010, under the category "BEST CONSUMER PROTECTION" for our project "THE CENTRAL PARK WEST", at a function held in Singapore in April, 2011.

CAPITAL RAISING EFFORTS - PROGRAMME FOR RAISING ADDITIONAL CAPITAL

The Directors felt on the basis of advice given by Merchant banks that it would be better to defer the programme for raising additional capital for the time being and wait for opportune time for the sentiments to improve concerning property development business.

Accordingly the company has decided to defer the programme and look for alternative means of financing acquisition of new lands for the development to improve the volume of business.

PROPERTY DEVELOPMENT BUSINESS:

RESIDENTIAL SEGMENT: Last year the company had outlined a bright future for Residential property development and the performance had been gratifying. However the events in the last 6 months namely, the very disturbed political conditions has reverberated to the property development business negatively and until we have more stable political and economic situation, the outlook for the property business is not going to be rosy as one would have expected.

The considerable inflation seen in the economy has lead to stringent monetary management by the RBI resulting in steep increase in interest rates both to the company and to its customers who are mainly housing loan applicants.

Inflation has also brought negative consequences on construction cost while local government controls on supply and movement of essential items namely sand, bricks etc has disturbed the equilibrium resulting increase in prices.

Your company has acquired more projects for development in the last 5-6 months which gives a very positive business outlook.

Your company has acquired 92 acres of land for development both on outright and joint venture basis in Sriperumbudur which is thought of as destination of future. This is quite possible with the new international Airport to be situated in the vicinity and most of the manufacturing units namely Automobile companies, Auto Ancillary Units, Tyre Companies, Electronic & Telecom Industry set up being part of the Sriperumbudur, Oragadam area. Sriperumbudur is already becoming a strong case for being developed into a satellite township.

The company has also positioned itself for future development on the GST Road. The new parcel of land for residential project is within 4 to 5 kms of Abode Valley project and is expected to produce outstanding results.

The company has 2 projects to its pipeline in the Old Mahabalipuram Road area and it has successfully completed construction of 550 apartments known as The Central Park in this area.

In terms of development in the suburbs, these various projects would give a constructable space of nearly 7 million sq.ft.

NON-RESIDENTIAL SEGMENT:

Your Company has opportunity to develop 2 or 3 city non residential locations and the proposals for development of such plots are under consideration with the owners. The continued policy of the company in the matter of development of non residential city projects is not to dispose of such developed non residential project to book profit but to retain them for rental income and capital appreciation. As can be seen from recent commercial developments by the company namely Menon Eternity and Roma, though such investment strain the companys finance in the initial stage, the longer term benefits of steady rental income and capital appreciation need not be overemphasized. It is expected that in the next 5 years the companys holding of non residential property would have doubled in stock from 134,000 sq.ft to 250,000 sq.ft.

Although whatever has been stated above gives a healthy outlook for the future, the immediate future mainly for the year 2011-2012 is not expected to be bright since the company is experiencing difficulties in starting of various projects because of delay in obtaining sanction from various government departments. The main reason for this delay in action by the Government is due to election held in the State of Tamilnadu followed by total change of government and also reshuffle of officials in various departments. Due to the above circumstances the companys turnover for the current year may just be around Rs.150 Crores instead of Rs.250 crores that is originally thought of as achievable.

SUBSIDIARY COMPANIES:

LANCOR MAINTENANCE & SERVICES LIMITED (LMSL) :

Over the next few years the number of apartments which LMSL will maintain is expected to cross 3000 in all which will boost revenues of the company. Significant contributions are also expected from the commercial properties that are owned by the company and maintained by LMSL. As operations increase, but remain within the geographical territory of Chennai, it is quite likely that services provided by LMSL will broaden beyond the parent companys projects to projects developed by others. The breadth of services rendered are also likely to get expanded. Special emphasis is being made for training of employees and for this purpose a training centre is proposed in the vicinity of one of the projects.

LANCOR REALTY LIMITED (LRL) :

The outlook for LRL continues to remain bright in view of developed property volumes made by the parent company increase from year to year. Opportunity for third party transactions coupled with increased commercial property placements, no doubt is a bright spot for the future. Strengthening of the companys management is being given serious attention and hopefully more energetic team will be in place soon.

LANCOR PROJECTS LIMITED (LPL):

Last year has been relatively difficult period for LPL in view of severe challenges on construction cost management, labour productivity and major supply chain issues covering supply of very essential items like sand, bricks etc. The LPL senior management is now seized in finding solution for these difficulties and challenges while at the same time improving contracting practices at more acceptable prices.

LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED (LGDL):

The outlook for LGDL is bright, since it proposes to develop, the 8.15 acres of land purchased in the name of the company as a residential development with very good margin. On the basis of allowable FSI on this land, LGDL can build approximately 7.25 lakhs sq.ft of super built up area which would facilitate construction and maintenance of 600 apartments of 1200 sq.ft of average size for which good demand exists at a reasonable price. LGDL also proposes to purchase another 7 acres of adjoining land, which would yield further development of another approximately 550 apartments leading to the companys continued presence in Guduvanchery for a minimum period of 5 years.

DIVIDEND:

Your Directors are now pleased to recommended 100% Dividend on the paidup share capital of the Company i.e., Rs.2/- per equity share of Rs.2/- each.

FIXED DEPOSITS, LOANS & ADVANCES

Your Company has not accepted any deposit from the public or its employees during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with accounting standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES AND ASSOCIATE:

Further to strengthen Companys presence in sub-urban areas like GUDUVANCHERY, EGATOOR AND SRIPERUMBUDUR your Company has incorporated three subsidiaries viz. LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED, LANCOR EGATOOR DEVELOPMENTS LIMITED and LANCOR SRIPERUMBUDUR DEVELOPMENTS LIMITED and obtained Certificate of commencement of business from Registrar of Companies, Chennai respectively on 02.12.2010, 09.04.2011 and 22.04.2011.

As required under Section 212 of the Companies Act, 1956 the statement pursuant to section 212 of the Companies Act, 1956 along with the Audited Balance Sheet and Profit and Loss Account along with the respective reports of the Board of Directors and the Auditors Reports thereon of the Subsidiary companies viz, LANCOR MAINTENANCE & SERVICES LIMITED, LANCOR REALTY LIMITED, LANCOR PROJECTS LIMITED and LANCOR GUDUVANCHERY DEVELOPMENTS LIMITED for the year ended March 31, 2011 are attached.

STATUTORY STATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Lancor Holdings Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings: Rs. Nil.

Foreign Exchange Outgo: Rs. 1,73,36,709-

PARTICULARS OF EMPLOYEES

Industrial relations have remained cordial throughout the year in the Company. During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys securities are listed with Bombay Stock Exchange Limited, Mumbai and it has paid the annual listing fees up-to-date and there are no arrears.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as updated with the particulars of this financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a Report of Management discussion and Analysis is also annexed separately.

DIRECTORATE

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 86 of the Companys Articles of Association, Mr.Jayesh N Thakkar, retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors at their meeting held on 02-12-2010 had appointed Mrs.Sangeetha Shekar as an Additional Director pursuant to the provisions of section 260 of the Companies Act, 1956, read with Article No.86 of the Articles of Association of the Company to hold office as such till the conclusion of the ensuing Annual General Meeting. In terms of Section 257 of the Companies Act, the Company has received a notice in writing from a member signifying his intention to propose the candidature of Mrs.Sangeetha Shekar for the office of Director of the Company. Your Directors recommend the resolution as set out in item No.5 of the notice convening annual general meeting for approval of the shareholders

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

1) R.V.Shekar, 2) Shyamala Shekar, 3) Swetha Shekar and 4) Sangeetha Shekar.

AUDITORS

The retiring auditors, M/s.G.M.Kapadia & Co., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company a Certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.G.M.Kapadia & Co., Chartered Accountant as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES

(Figures in Indian Currency)

Sl. Name of the Subsidiary Reporting Total No- Company Currency Capital Reserves Assets

1. Lancor Maintenance & Services Ltd INR 2,517,500 32,526,249 35,043,749

2. Lancor Realty Ltd INR 500,000 19,747,576 20,247,576

3. Lancor Projects Ltd INR 500,000 32,781,622 33,281,622

4. Lancor Guduvanchery Developments Ltd INR 500,000 Nil 100,784,316

Sl. Total Turnover/ Provision No. Liabilities Investments Total for after Income Taxation

1. 35,043,749 29,356,920 69,280,170 3,429,344

2. 20,247,576 13,021,768 18,319,740 2,164,177

3. 33,281,622 10,652,867 29,554,860 4,102,109

4. 100,784,316 Nil Nil 16,365

Sl. Profit Proposed Country No. after Dividend Taxation

1. 8,002,179 N.A. INDIA

2. 5,243,672 N.A. INDIA

3. 5,924,022 N.A. INDIA

4. (64,339) N.A. INDIA

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Banker Catholic Syrian Bank, HDFC Limited, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the Company.

For and on behalf of the Board of Directors of LANCOR HOLDINGS LIMITED

R Sankaranarayanan R.V. Shekar Director Managing Director

Place : Chennai

Dated : 10th day of June 2011

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Mar 31, 2010

The Directors have great pleasure in presenting the Twenty Fifth Annual Report on the business and operations of your Company together with Audited Accounts of the Company for the year ended 31st March 2010 and the Auditors report thereon.

Financial Results

The stand-alone financial results of Lancor Holdings Limited for the year ended March 31, 2010 are presented below:-

(Amount In Rs. Lacs)

Particulars 2009-2010 2008-2009

Income from operations 10,281.79 13,513.82

Profit before interest, depreciation and taxes 3,048.45 3,841.54

Less: Interest 484.19 255.18

Depreciation 276.93 130.66

Profit/(Loss) before Tax 2,287.33 3,455.70

Less: Provision for Current Tax 687.38 320.00

Deferred Tax 0.15 (10.76)

Fringe Benefit Tax - 2.31

Profit/(Loss) after Tax 1,599.80 3,144.16

Add: balance brought forward from previous year 3,209.06 621.11

Less: Prior year adjustments - 0.07 5.42

Adjusted for Transitional Provision under AS-15

Available for appropriation 4,808.79 3,759.85

Interim Dividend 202.50 -

Dividend - Final 202.50 202.50

Tax on Dividend 68.82 34.42

Transfer to General reserve 159.97 313.87

Balance carried to Balance sheet 4,175.00 3,209.06

Business outlook for Lancor Holdings Limited, its subsidiaries and Associate :

Your Directors have great pleasure in presenting the Twenty Fifth Annual Report on the business and operations of your Company together with Audited Accounts of the Company for the year ended 318t March, 2010 and the Auditors Report thereon.

SILVER JUBILEE YEAR :

This year happens to be the 25th year of Incorporation of the Company, the event was celebrated over,two days in Chennai which was widely reported in the press. The Company gave away long service awards to its employees, associates and contractors who had served the Company in the period.

A high point of the celebration was a stage performance of a gathering of nearly 1,000 customers with their family members besides business associates which culminated in a dinner function.

The picture taken on the occasion of Silver Jubilee function held on December 25, 2009 at Hotel Taj Coromandel, Chennai.

[ Left to Right ] - Mr. Shamsunder Aggarwal-Chairman DBS Group, Mr. Venkatrama Raja-Vice Chairman, Ramco Group, Mr. N Sankar-Chairman Sanmar Group, Mr. R V Shekar, Managing Director Lancor Holdings Limited & CA. Mallika Ravi, Group Chief Executive Officer, Lancor Holdings Limited.

CNBC CRISIL CREDAI AWARD:

It is very gratifying to report that the Company was adjudged as the most transparent Company in India in the Real Estate business in an open competition adjudged by CRISIL. Atrophy was presented to the Company by the Honourable Union Minister for Housing, Kumari Selja in Dubai.

The Picture shows our Chief Operating Officer, Mr. V K Ashok receiving the CNBC CRISIL CREDAI AWARD for HIGHEST TRANSPARENCY from Honble Union Minister for Housing, Kumari Selja.

CAPITAL RAISING EFFORT:

PROGRAMME FOR RAISING ADDITIONAL CAPITAL:

You are aware that we had sought the shareholders approval at an Extra-Ordinary General Body Meeting held on 11th December 2009 for issuance of additional capital with premium subject to a limit of Rs. 75.00 crores to augment the capital base of the Company. Unfortunately, due to stringent controls imposed by the Reserve Bank of India and the Government of India, investment of funds in property development companies by banking and financial institutions is severely controlled while the risk aversion have been the dominant factors for Mutual and Private equities funds. This has narrowed down the opportunity for successfully completing the QIP process which is slated to open for subscription on 14/06/2010. However, since the funds that has been raised are to be used for expansion of the business, its non- availability immediately will not hamper the current operations of the Company.

The industry in respect of residential developments has been segmented between city development, near suburban development and distant suburban development. The Company participates in all the three segments primarily in South, South Eastern and Central Chennai, apart from isolated developments in other areas of the city.

The Companys customers fall in all the three categories as above, who belong to middle and upper middle salaried class, who are educated or self-employed businessmen.

The completion of "The Central Park" projects involving two phases viz., "The Central Park" and "The Central Park West" where more than 350 families have now occupied the premises, has given a great boost to Companys credibility in terms of its performance Versus promises while the construction of an exclusive State-of-the-art Sports Centre with gymnasium, swimming pool etc., has positioned the project and the Company very favourably in the eyes of its customers.

The "Abode Valley"—Affordable Homes project and "The Central Park" premium project have been well received mainly because of good understanding displayed by the Company in the segmentation of the market so much so, an apartment from the Company is available to an intending buyer between Rs. 30.00 lakhs to Rs. 70.00 lakhs with break point of Rs. 5.00 lakhs price bands. The premium segment city projects have all been completed and the Company is actively pursuing acquisition of fresh lands for new projects which should be achieved in the next few months.

PROPERTY DEVELOPMENT BUSINESS:

RESIDENTIAL SEGMENT:

The outlook for the Company in the year going forward is extremely bright having regard to good sales achieved in both the large projects viz., "Abode Valley" and "The Central Park South". Barring unforeseen circumstances, the Company will achieve its highest turnover for the year ending March, 2011. The profitability of the operations also will be the highest ever achieved and this is based on completed sales as on the date of this report.

"Abode Valley" - Affordable Segment:

The nightmares of cancellations reported last year are over and the first phase of "Abode Valley" is nearly fully sold while the response for the second phase which opened in April this year has been good. The whole of the second phase and part of the third phase would be offered for sale during the current year. Barring unforeseen circumstances, the sales of these phases should take place favourably with profitability being maintained since budgeted realizations are being achieved

PREMIUM SEGMENT:

"THE CENTRAL PARK SOUTH"

The third phase of "The Central Park" project was launched in November-December, 2009 and as of date, nearly 2/3rd of the project has been sold with large advances having been collected from the customers. The balance of about approximately 60 apartments would also be placed in the market in the next three to four months leading to full sales being achieved in respect of "The Central Park South". The Company has achieved an average realization in line with the budget and is likely to face a minor cost increase and also increased interest cost over budget in respect of land purchased. However, the bottom line should be in line with the expectations since the balance apartments to be sold will certainly achieve better realization, thereby augmenting the average realization.

LUXURY SEGMENTS:

The Company is implementing one luxury segment project in the city and is in the process of finalizing another property for development, to be offered as "Villas" in the near future. However, these are all small projects and more efforts are being put to identify a number of medium size lands in city for luxurious development preferably on a joint venture basis. These efforts will bear fruits soon, since the Company enjoys great reputation for fair play and style of developments in the city.

NON-RESIDENTIAL SEGMENT:

The Company completed all the non-residential projects in the previous year and has now re-organized a separate Division under the leadership of an experienced General Manager to take on in a focused manner the development and management of non-residential projects going forward. All the commercial properties owned by the Company have been leased on an extremely advantageous terms to select customers.

The Company is actively involved in the development of new commercial projects having aggregate area of 50,000 — 100,000 sq. ft. which it will own and lease for fixed income purposes.

DIVIDEND:

Your Directors recommended an interim dividend of Re. 1/- per share in view of the Silver Jubilee Year of the Company which was paid out in the month of January 2010. Your Directors are now pleased to recommend a further dividend of Re.1/- per equity share as a final dividend, taking the total distribution for the entire year at 100% of the paid up capital of the Company of Rs. 21- per share.

CAPITAL STRUCTURE:

In terms of the Scheme of Amalgamation sanctioned by the Honble High Court having Judicature at Chennai, the Authorised Capital of Lancor G:Corp Properties Limited, the Transferor Company stood combined with that of your Company. Consequently the Authorised Capital of the Company stands increased from Rs. 5.00 crores to Rs. 15.00 crores. The issued, subscribed and paid up Share Capital of the Company remained unchanged

SOCIAL RESPONSIBILITIES OF YOUR COMPANY:

Your Company continues to be involved in constructing class rooms and other school related infrastructure to the under privileged sections of the society working along with the "Sarva Shiksha Abhiyan Programme" and The Round Table India.

During this year, the Company in association with M/s. Ford India Limited and The Round Table India, is planning to add 1500 sq. ft. an additional "Accident Relief Treatment Beds" located in the vicinity of our project "Abode Valley". The facility is known as "SANJEEVINI". The cost of construction of this facility will be borne by the Company.

Fixed Deposits, Loans & Advances

Your Company has not accepted any deposits from the public or its employees during the year under review.

Subsidiary Companies and Associate:

As required under Section 212 of the Companies Act, 1956 the statement pursuant to section 212 of the Companies Act, 1956 along with the Audited Balance Sheet and Profit and Loss Account along with the respective reports of the Board of Directors and the Auditors Report thereon of the Subsidiary Companies viz, LANCOR MAINTENANCE & SERVICES LIMITED, LANCOR REALTY LIMITED and LANCOR PROJECTS LIMITED for the year ended March 31, 2010 are attached.

As per the requirement of AS-21/27 issued by the ICAI, your Company is pleased to present here with the consolidated balance sheet, profit and loss account and cash flow statement of the Company and its subsidiaries.

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Lancor Holdings Limited does not carry on any manufacturing activities and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo Rs. 1,21,14,033-

Particulars of Employees

Industrial relations have remained cordial throughout the year in the Company.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars ol Employees) Rules, 1975, the name and other particulars of employee are set out below :-

Name Mr.R.V.Shekar

Designation and Nature of Duties Managing Director

Remuneration (Rs.) 25,69,495-

Qualification

He is a Commerce Graduate and a member of the Institute of Chartered Accountants of India and also a member of the Institute of Company Secretaries of India.

Date of Commencement of Employment 1 -1 -1991

Experience (Years) 39 years.

Age (Years) 60 years.

Last Employment held Vice President in Sanmar Properties & Investments Ltd.

Remarks

Directors Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards and given proper explanation relating to material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Statement Pursuant to Listing Agreement

The Companys securities are listed with Bombay Stock Exchange Limited, Mumbai and it has paid the respective annual listing fees up-to-date and there is no arrears.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 in accordance with the Article 86 of the Companys Articles of Association, Mr. S.V.Venkatesan, retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Directors, seeking re-appointment including the re-appointments of Managing Director, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3(1 )(e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

1) R.V Shekar, 2) Shyamala Shekar, 3) Swetha Shekar and 4) Sangeetha Shekar. Auditors

The retiring auditors, M/s. G.M.Kapadia & Co., Chartered Accountants have expressed their willingness to continue in office, if appointed. They have furnished to the Company, a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.G.M.Kapadia & Co., Chartered Accountants, as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

Acknowledgement

The Directors take this opportunity to thank our Banker Catholic Syrian Bank, HDFC Limited, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the Company.

For and on behalf of the Board of Directors of Lancor Holdings Limited

R.V. SHEKAR Managing Director

Place : Chennai

Dated: 14th day of June 2010