The Directors are pleased to present their 37th Annual Report of the Company togetherwith the Audited Financial Statements for the year ended March 31 2017.
1. Financial highlights
| ||For the year 2016-17 ||For the year 2015-16 |
|Income from Operations ||8228.45 ||7527.69 |
|Other Income ||244.33 ||195.65 |
|Gross Income ||8472.78 ||7723.34 |
|Expenses || || |
|Operating expense ||5302.37 ||4764.99 |
|Employee benefit expense ||1050.58 ||980.45 |
|Finance costs ||350.92 ||321.03 |
|Depreciation and amortisation ||583.88 ||420.42 |
|Other expenses ||1159.79 ||1119.46 |
|Total Expenses ||8447.54 ||7606.35 |
|Profit before exceptional/extraordinary item and tax ||25.24 ||116.99 |
|Exceptional/ Extraordinary item ||-- ||- |
|Profit before tax ||25.24 ||116.99 |
|Tax expense ||(7.30) ||9.63 |
|Profit after tax ||32.54 ||107.36 |
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. 0.90 per Equity share of Rs. 10/- each(9%) for the financial year ended March 31 2017. Payment of Dividend is subject to theapproval of shareholders at the ensuing Annual General Meeting. An amount of Rs.1000000/- (Rupees Ten Lakhs Only) is being transferred to the General reserves of theCompany.
4. Unclaimed Dividends
There are no unclaimed dividends to be transferred to the credit of Investor Educationand Protection Fund as on March 31 2017.
i. Re-appointment of Directors:
Mr. S. Sathyanarayanan Deputy Managing Director retires by rotation at theforthcoming Annual General Meeting and is eligible for reappointment.
The resolution seeking approval of the members of the Company for the re-appointment ofMr. S. Sathyanarayanan Deputy Managing Director has been incorporated in the Notice ofthe Thirty Seventh Annual General Meeting of the Company along with details about him.
ii. Key managerial Personnel:
Mrs. B Lakshmi Sowjanya Company Secretary has resigned from the position with effectfrom December 31 2017.
iii. 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 have been in office for more than ten years and incompliance with the provisions of Companies Act 2013 the Audit Committee and the Boardof Directors at their meetings held on July 15 2017 recommended the appointment of M/s.R. Sundararajan & Associates Chartered Accountants Chennai (FRN: 008282S) as theStatutory Auditors of the Company to hold office for a term of five consecutive years fromthe conclusion of forthcoming Annual General Meeting till the conclusion of the FortySecond Annual General Meeting subject to ratification of the appointment at every AnnualGeneral Meeting. The necessary resolution is being placed before the shareholders forapproval.
The Company has received confirmation from M/s. R. Sundararajan & AssociatesChartered Accountants Chennai (FRN: 008282S) regarding their consent and eligibility forappointment as the Auditors of the Company.
The Auditors' Report to the shareholders on the standalone and consolidated financialstatements for the year ended March 31 2017 does not contain any qualification or adversecomment.
7. Corporate Governance
The Company is in full compliance with the Corporate Governance guidelines as laid outin the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Asrequired by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed 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 Accounting Standards prescribed inThe Companies Accounting Standard Rules 2006.
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 2017 is attached asAnnexure F' to this Report pursuant to the provisions of Section 92(3) of theCompanies Act 2013.
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 312017 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.
b. for the financial year ended March 31 2017 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 31 2017.
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 guarantees or investments made by the Company under Section 186 of theCompanies Act 2013 during the financial year under review. However the Company hasgranted a loan of Rs. 9 Lakhs to M/s. Sanco Clearance Limited wholly owned subsidiaryduring the financial year and has complied with the provisions of Section 186 of theCompanies Act 2013.
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 31 2017. The Secretarial Audit Report (in Form MR-3) is attached asAnnexure G' to this Report.
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 2016- 17 which were in conflict with the interest of the Company. Suitabledisclosures as required under Accounting Standard-18 have been made in Note 3.12 of theNotes to the financial statements.
Details of the transactions are provided in Form AOC-2 which is attached asAnnexure H' to this Report. The Board has approved policies on Related PartyTransactions and Material 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 company ceased to be covered under Section 135(1) of the Companies Act 2013 as perRule 3(2) of the Corporate Social Responsibility Rules 2014 and hence no contributionswere made towards Corporate Social Responsibility for the financial year 2016-17.
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) andindividual 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 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors had approved theWhistle Blower Policy has posted in the website under the web linkhttp://www.sancotrans.com/stl.html. This Policy inter-alia provides a direct access to theChairman of the Audit Committee. Your Company hereby affirms that no Director/employee hasbeen denied access to the Chairman of the Audit Committee and that no complaints werereceived 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 April 01 2017 and July 15 2017 (date of the Report)
There were no material changes and commitments affecting the financial position of thecompany between the end of financial year (April 1 2017) and the date of the Report (July15 2017).
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. 31.85 Lakhs(2015-16 Rs. 28.14 Lakhs) and expended foreign currency to an extent of Rs. 11.73 Lakhs(2015-16 Rs. 7.65 Lakhs).
26. Particulars regarding employees
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) 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forming part of the Annual Report is available for inspection at the registered office ofthe company during working hours. Any member interested in obtaining such information maywrite to the Company 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 : July 15 2017 ||Chairman & Managing Director |
| ||(DIN: 00557511) |