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Sanco Trans Ltd.

BSE: 523116 Sector: Others
NSE: N.A. ISIN Code: INE391G01012
BSE 00:00 | 27 Jun 670.55 -19.70
(-2.85%)
OPEN

692.00

HIGH

698.95

LOW

670.20

NSE 05:30 | 01 Jan Sanco Trans Ltd
OPEN 692.00
PREVIOUS CLOSE 690.25
VOLUME 369
52-Week high 1158.00
52-Week low 241.00
P/E 24.09
Mkt Cap.(Rs cr) 121
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 692.00
CLOSE 690.25
VOLUME 369
52-Week high 1158.00
52-Week low 241.00
P/E 24.09
Mkt Cap.(Rs cr) 121
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sanco Trans Ltd. (SANCOTRANS) - Director Report

Company director report

Dear Members

The Directors are pleased to present their 41st Annual Report of theCompany together with the Audited Financial Statements for the year ended March 31 2021.

1. Financial highlights

(Rs. Lakhs)

For the year 2020-21 For the year 2019-20
Total Income 10360.20 9795.49
Profit before Interest Depreciation and Taxes 991.41 790.15
Interest 227.67 290.54
Depreciation and amortization 315.57 479.67
Profit before tax 448.17 19.94
Tax expense 155.99 8.00
Profit after tax 292.18 11.94

2. Management Discussion & Analysis

A detailed analysis on the performance of the industry the companyinternal control systems risk management are enumerated in the Management Discussion andAnalysis report forming part of this report and annexed as 'Annexure A'.

3. Dividend

The Directors have recommended 15% (Rs. 1.50 per equity share of Rs.10/- each) dividend for the financial year ended March 31 2021. Payment of Dividend issubject to the approval of shareholders at the ensuing Annual General Meeting. The Companyhas not transferred any amount to the General Reserve account.

4. Unclaimed Dividends

There are no unclaimed dividends to be transferred to the credit ofInvestor Education and Protection Fund as on date.

5. Directors

i. Re-appointment of Directors:

Mr. S. R. Srinivasan Director - Finance retires by rotation at theforthcoming Annual General Meeting and is eligible for reappointment.

Pursuant to the recommendation of Nomination and RemunerationCommittee Mr. P R. Renganath has been appointed as Additional - Non Executive IndependentDirector for a period of one year with effect from November 19 2020 by the Board ofDirectors by passing of resolution through circulation on November 19 2020 subject tothe confirmation and approval of shareholders in the forthcoming Annual General Meeting.Further Mr. P R. Renganath is appointed as Non-Executive Independent Director of theCompany in his second term for a period of five years with effect from November 19 2021by the Board of Directors in its meeting held on June 30 2021 based on recommendation ofNomination and Remuneration Committee subject to the approval of shareholders in theforthcoming Annual General Meeting.

The resolutions seeking approval of the members of the Company for thei. re-appointment of Mr. S. R. Srinivasan Director - Finance ii. Appointment of Mr. P.R. Renganath Independent Director in his first term and iii. Re-appointment of Mr. P. R.Renganath Independent Director in his second term have been incorporated in the Noticeof the Forty First Annual General Meeting of the Company along with the details aboutthem.

ii. Statement on Declaration by the Independent Directors of theCompany:

All the Independent Directors of the Company have given declarationsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and the SEBI(LODR) Regulations 2015. The terms and conditions of appointment of the IndependentDirectors are posted on the website of the Company under the web linkhttp://www.sancotrans.com/stl.html.

6. Auditors

M/s. R. Sundararajan & Associates Chartered Accountants Chennai(FRN: 008282S) Statutory Auditors of the company hold office till the conclusion of theForty Second Annual General Meeting of the Company.

The Auditor's report to the shareholders on the standalone andconsolidated financial statement for the year ended March 31 2021 does not contain anyqualification or observation.

Reply to Independent Auditor's adverse comment in point no. 8 (a) ofAnnexure B to the Independent's Auditor Report:

The dues are subsequently paid to the extent mentioned in point no. 8(a) to the Independent Auditor's report and balance is pending due to technical fault.

7. Corporate Governance

The Company is in full compliance with the Corporate Governanceguidelines as laid out in the in the 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 CorporateGovernance requirements by the Company is attached as 'Annexure C' to this Report.

The Managing Director and Chief Financial Officer (CFO) certificationas required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is attached as 'Annexure D' to this Report.

8. Consolidated Financial Statements

The Audited Consolidated Financial Statements provided in the AnnualReport pursuant to Section129(3) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is in accordance with Indian AccountingStandards prescribed by the Institute of Chartered Accountants of India.

9. Subsidiaries Associates and Joint Ventures

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (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. Annual Return

In accordance with the Companies Act 2013 the annual return in theprescribed format is available at the web link http://www.sancotrans.com/stl.html.

11. Board Meetings held during the year

During the year 5 (Five) meetings of the Board of Directors were held.The details of the meetings are furnished in the Corporate Governance Report which isattached to this Report.

12. Directors' responsibility statement

To the best of our knowledge and belief and according to theinformation and explanations obtained by us your Directors make the following statementsin terms of Section 134(3)(c) and 134(5) of the Companies Act 2013:

a. in the preparation of the annual financial statements for the yearended March 31 2021 the applicable Accounting Standards had been followed along withproper explanation relating to material departures.

b. for the financial year ended March 312021 such accounting policiesas mentioned in the Notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company and of the Profit of the Companyfor the year ended March 31 2021.

c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d. the annual financial statements have been prepared on a goingconcern basis.

e. that proper internal financial controls were followed by the Companyand that such internal financial controls are adequate and were operating effectively.

f. that proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

13. Remuneration Policy of the Company

The Remuneration policy of the Company comprising the appointment andremuneration of the Directors Key Managerial Personnel and Senior Executives of theCompany including criteria for determining qualifications positive attributesindependence of a Director and other related matters has been provided in the CorporateGovernance Report which is attached to this Report.

14. Particulars of loans guarantees or investments under Section 186of the Companies Act 2013

There were no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the financial year under review.

15. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act 2013 readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your Company engaged the services of Ms. A.K. Jain & Associates CompanySecretary in Practice Chennai to conduct the Secretarial Audit of the Company for thefinancial year ended March 31 2020. The Secretarial Audit Report (in Form MR-3) isattached as 'Annexure F' to this Report.

Reply to Secretarial Auditor's qualification and Independent Auditor'squalification in Certificate on Corporate Governance Report:

The one-day delay in compliance was inadvertently made due to practicaldifficulties in the Covid-19 pandemic situation.

16. Related Party Transactions

During the year all transactions entered by the company with RelatedParties were in the ordinary course of business and at arm's length pricing basis and theCompany had not entered into any contract / arrangement / transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

There were no materially significant transactions with Related Partiesduring the financial year 2020-2021 which were in conflict with the interest of theCompany.

Suitable disclosures as required under Ind-AS 24 have been made in Note37 of the Notes to the financial statements. The information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure G in Form AOC-2 and the same forms part ofthis report.

The policies on Related Party Transactions and Material Subsidiary asapproved by the Board of Directors have been 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 andadministrative affairs of the Company formulated by the Risk Management Committee.

The Risk Management Committee reviews the Policy at regular intervalsof time and ensures proper implementation of the policy formulated.

18. Corporate Social Responsibility (CSR) initiatives

The Company does not fall under the class of Companies mentioned underSection 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility) Rules 2014 hence the Company has not spent any funds towards CorporateSocial Responsibility.

19. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Independent Directors at theirmeeting without the participation of the Non-Independent Directors and Managementconsidered/evaluated the Boards' performance performance of the Chairman and otherNon-Independent Directors.

The Board subsequently evaluated its own performance the working ofits Committees (Audit Nomination & Remuneration and Stakeholders RelationshipCommittee) and individual 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 7of the Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hadapproved the Whistle 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 anydeposits within the meaning of provisions of Chapter V - Acceptance of Deposits byCompanies of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

22. Material changes and commitments affecting the financial positionof the Company which have occurred between March 31 2021 and June 30 2021 (date of theReport)

There were no material changes and commitments affecting the financialposition of the company between the end of financial year (March 31 2021) and the date ofthe Report (June 30 2021).

23. Significant and Material Orders Passed by the Regulators or Courtsor Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulatorsor Courts or Tribunals which would impact the going concern status of the Company.

24. Conservation of energy technology absorption

Disclosure of information regarding conservation of energy andtechnology absorption is not applicable to the Company.

25. Foreign exchange earnings and outgo

During the year your company earned foreign exchange to an extent ofRs. 102.69 Lakhs (2019-20 Rs. 39.31 Lakhs) and expended foreign currency to an extent ofRs. 47.90 Lakhs (2019-20 Rs. 69.80 Lakhs).

26. Particulars regarding employees

There are no employees whose details are required to be furnished interms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Having regard to the provisions of Section 136(1) read with itsrelevant proviso of the Companies Act 2013 the disclosure pertaining to remuneration andother details as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) 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 Secretary and the same will be furnished without any fee and free ofcost.

27. Industrial relations

Industrial relations remained cordial and harmonious throughout theyear.

28. Acknowledgements

The Directors wish to thank all the employees shareholders bankerscustomers suppliers and Government Authorities for their continued co-operationthroughout the year.

For and on behalf of the Board of Directors
V Upendran
Place : Chennai Chairman & Managing Director
Dated : June 30 2021 (DIN: 00557511)

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