The Directors are pleased to present their 36th Annual Report of theCompany together with the Audited Financial Statements for the year ended March 31 2016.
1. Financial highlights
| ||For the year 2015-16 ||For the year 2014-15 |
|Income from Operations ||7528.45 ||7544.99 |
|Other Income ||195.65 ||132.94 |
|Gross Income ||7724.10 ||7677.93 |
|Expenses || || |
|Operating expense ||4765.75 ||4801.07 |
|Employee benefit expense ||980.45 ||974.14 |
|Finance costs ||321.03 ||298.62 |
|Depreciation and amortisation ||420.42 ||358.25 |
|Other expenses ||1119.46 ||1018.07 |
|Total Expenses ||7607.11 ||7450.15 |
|Profit before extraordinary item ||116.99 ||227.78 |
|Extraordinary item ||-- ||-- |
|Profit before tax ||116.99 ||227.78 |
|Tax expense ||9.63 ||(7.89) |
|Profit after tax ||107.36 ||235.67 |
2. Management Discussion & Analysis
A detailed analysis on the performance of the industry the company internal controlsystems risk management are enumerated in the Management Discussion and Analysis reportforming part of this report and annexed as 'Annexure A'.
The Directors have recommended a dividend of Rs. 1.80 per Equity share of Rs. 10/- each(18%) for the financial year ended March 31 2016. Payment of Dividend is subject to theapproval of shareholders at the ensuing Annual General Meeting. An amount ofRs.6500000/- (Rupees Sixty Five Lakhs Only) is being transferred to the General reservesof the Company.
4. Unclaimed Dividends
There are no unclaimed dividends to be transferred to the credit of Investor Educationand Protection Fund as on March 31 2016.
i. Appointment/Re-appointment of Directors:
Mrs. Devaki Santhanam Director retires by rotation at the forthcoming Annual GeneralMeeting and is eligible for reappointment.
Pursuant to the recommendation of Nomination and Remuneration Committee Mr. S.Sathyanarayanan has been re-appointed as Deputy Managing Director for a further period of3 years w.e.f. April 01 2016 by the Board of Directors at its meeting held on March 122016 subject to the approval of shareholders.
Pursuant to the recommendation of Nomination and Remuneration Committee Mr. S. R.Srinivasan has been re-appointed as Director - Finance for a further period of 3 yearsw.e.f. June 012016 by the Board of Directors at its meeting held on May 30 2016 subjectto the approval of shareholders.
Pursuant to the recommendation of Nomination and Remuneration Committee Mr. U.Udayabhaskar Reddy has been re-appointed as Whole Time Director for a further period of 3years w.e.f. August 01 2016 by the Board of Directors at its meeting held on May 302016 subject to the approval of shareholders.
The Board of Directors has appointed Mr. T R. Chandrasekaran as anAdditional/Independent Director of the Company with effect from May 23 2016 by passing ofresolution through circulation based on the recommendation of the Nomination andRemuneration Committee. We seek your confirmation for appointment of Mr. T R.Chandrasekaran as Independent Director for a term of five consecutive years commencingfrom September 15 2016.
The resolutions seeking approval of the members of the Company for the appointment of(i) Mrs. Devaki Santhanam & (ii) Mr. T R. Chandrasekaran Directors and re-appointmentof (i) Mr. S. Sathyanarayanan Deputy Managing Director (ii) Mr. S. R. SrinivasanDirector - Finance and (iii) Mr. U. Udayabhaskar Reddy Whole Time Director have beenincorporated in the Notice of the Thirty Sixth Annual General Meeting of the Company alongwith details about them.
ii. Cessation of Director:
Mr. T Ananthanarayanan Non-Executive Independent Director has resigned from theposition with effect from February 15 2016.
iii. Key managerial Personnel
Mrs. B. Lakshmi Sowjanya Company Secretary was appointed as Whole Time Secretary ofthe Company effective from July 03 2015 pursuant to Section 203 of the Companies Act2013.
iv. Statement on Declaration by the Independent Directors of the Company:
All the Independent Directors of the Company have given declarations under Section149(7) of the Companies Act 2013 that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. Theterms and conditions of appointment of the Independent Directors are posted on the websiteof the Company under the web link http://www.sancotrans.com/stl.html.
M/s. M. S. Krishnaswami & Rajan Chartered Accountants Chennai (FRN: 001554S)Statutory Auditors of the company was appointed in the 34th Annual GeneralMeeting of the Company held on 15.09.2014 for a term of three years from the conclusion ofthe said Annual General Meeting as per the provisions of Companies Act 2013 subject toratification by shareholders in the Annual General Meeting every year. The Board ofDirectors recommends the Shareholders to ratify the appointment of Statutory Auditors.
The Company has received confirmation regarding their consent and eligibility forappointment as the Auditors of the Company. As required under Regulation 33 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
The necessary resolution is being placed before the shareholders for approval.
7. Corporate Governance
The Company is in full compliance with the Corporate Governance guidelines as laid outin the in the Listing Agreement & SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. As required by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance is attached as'Annexure B' to this Report.
The Auditors' Certificate of the Compliance with the Corporate Governance requirementsby the Company is attached as 'Annexure C' to this Report.
The Managing Director and Chief Financial Officer (CFO) certification as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as'Annexure D' to this Report.
8. Consolidated Financial Statements
The Audited Consolidated Financial Statements provided in the Annual Report pursuant toSection 129(3) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is in accordance with AS 21 prescribed by Institute ofChartered Accountants of India.
9. Subsidiaries Associates and Joint Ventures
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of theCompanies (Accounts) Rules 2014 the statement containing salient features of thefinancial statements of the Company's Subsidiaries' (in Form AOC-1) is attached as'Annexure E' to this Report.
10. Extract of Annual Return
An extract of Annual Return in Form MGT-9 as on March 31 2016 is attached as 'AnnexureF' to this Report.
11. Board Meetings held during the year
During the year 6(six) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is attached to thisReport.
12. Directors' responsibility statement
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) and 134(5) of the Companies Act 2013:
a. in the preparation of the annual financial statements for the year ended March 312016 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.
b. for the financial year ended March 31 2016 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 312016.
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d. the annual financial statements have been prepared on a going concern basis.
e. that proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
f. that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.
13. Remuneration Policy of the Company
The Remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been provided in the Corporate Governance Report which isattached to this Report.
14. Particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the financial year under review.
15. Secretarial Audit
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Ms. A.K. Jain & Associates Company Secretary inPractice Chennai to conduct the Secretarial Audit of the Company for the financial yearended March 312016. The Secretarial Audit Report (in Form MR-3) is attached as 'AnnexureG' to this Report.
Reply to point no. 1 in Para 6 of the Secretarial Audit Report:
The Company has appointed Company Secretary on July 03 2015.
16. Related Party Transactions
All transactions entered by the company with Related Parties were in the ordinarycourse of business and at arm's length pricing basis.
There were no materially significant transactions with Related Parties during thefinancial year 2015-16 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in Note 3.12 of the Notes to thefinancial statements.
Details of the transactions are provided in Form AOC-2 which is attached as 'AnnexureH' to this Report. The Board has approved policies on Related Party Transactions andMaterial Subsidiary and has posted in the website under the web linkhttp://www.sancotrans.com/stl.html.
17. Risk Management Policy
The Company has a proper Risk Management policy towards operations and administrativeaffairs of the Company formulated by the Risk Management Committee.
The Risk Management Committee reviews the Policy at regular intervals of time andensures proper implementation of the policy formulated.
18. Corporate Social Responsibility (CSR) initiatives
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in 'Annexure I' of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. The CSR policy is available on the website ofthe Company.
19. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Independent Directors at their meeting withoutthe participation of the Non-independent Directors and Management considered/evaluatedthe Boards' performance performance of the Chairman and other Non-independent Directors.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination & Remuneration and Stakeholders Relationship Committee) and theIndependent Directors (without participation of the relevant Director).
20. Vigil Mechanism/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 Clause 49 of the Listing Agreement andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors had approved the Whistle Blower Policy and posted in the website under the weblink http://www. sancotrans.com/stl.html. This Policy inter-alia provides a direct accessto the Chairman of the Audit Committee. Your Company hereby affirms that noDirector/employee has been denied access to the Chairman of the Audit Committee and thatno complaints were received during the year.
21. Public Deposits
During the financial year under review your Company did not accept any deposits withinthe meaning of provisions of Chapter V - Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
22. Material changes and commitments affecting the financial position of the Companywhich have occurred between March 31 2016 and August 08 2016 (date of the Report)
There were no material changes and commitments affecting the financial position of thecompany between the end of financial year (March 31 2016) and the date of the Report(August 08 2016).
23. Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
24. Conservation of energy technology absorption
Disclosure of information regarding conservation of energy and technology absorption isnot applicable to the Company.
25. Foreign exchange earnings and outgo
During the year your company earned foreign exchange to an extent of Rs. 28.14 Lakhs(2014-15 Rs. 15.24 Lakhs) and expended foreign currency to an extent of Rs. 7.65 Lakhs(2014-15 Rs. 15.06 Lakhs).
26. Particulars regarding employees
There are no employees whose details are required to be furnished in terms of Rule 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Annual Report is available for inspection at the registered office of the companyduring working hours. Any member interested in obtaining such information may write to theCompany Secretary and the same will be furnished without any fee and free of cost.
27. Industrial relations
Industrial relations remained cordial and harmonious throughout the year.
The Directors wish to thank all the employees shareholders bankers customerssuppliers and Government Authorities for their continued co-operation throughout the year.
| ||For and on behalf of the Board of Directors |
|Place : Chennai ||V Upendran |
|Dated : August 08 2016 ||Chairman & Managing Director |
| ||(DIN: 00557511) |