Sanco Trans Ltd Directors Report.

Dear Members,

The Directors are pleased to present their 39th Annual Report of the Company, together with the Audited Financial Statements for the year ended March 31, 2019.

1. Financial highlights (Rs. Lakhs)
For the year 2018-19 For the year 2017-18
Total Income 10,830.58 9,122.94
Profit before Interest, Depreciation and Taxes 751.83 736.74
Interest 269.52 288.58
Depreciation and amortization 533.86 650.71
Profit before tax (51.55) (202.55)
Tax expense (14.28) (123.26)
Profit after tax (37.27) (79.29)

2. Management Discussion & Analysis

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as ‘Annexure A.

3. Dividend

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, 2019. Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. The Company has not transferred any amount to the General Reserve account.

4. Unclaimed Dividends

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

5. Directors i. Re-appointment of Directors:

Mrs. Devaki Santhanam, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment. Pursuant to the recommendation of Nomination and Remuneration Committee, Mr. S. Sathyanarayanan has been re-appointed as Joint Managing Director for a period of 3 years with effect from April 01, 2019 by the Board of Directors at its meeting held on March 16, 2019, 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 period of 3 years with effect from June 01,2019 by the Board of Directors at its meeting held on March 16, 2019, subject to 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 period of 3 years with effect from August 01, 2019 by the Board of Directors at its meeting held on March 16, 2019, subject to the approval of shareholders.

Pursuant to the recommendation of Nomination and Remuneration Committee, Mr. R. Vijayaraghavan, Mr. V. Shankar and Mr. V. Govind have been re-appointed as Non-Executive Independent Directors for a period of 5 years with effect from September 15, 2019 by the Board of Directors at its meeting held on July 20, 2019, subject to the approval of shareholders by way of special resolution.

The resolutions seeking approval of the members of the Company for the re-appointment of Mrs. Devaki Santhanam, Director, Mr. S. Sathyanarayanan, Joint Managing Director, Mr. S. R. Srinivasan, Director – Finance, Mr. U. Udayabhaskar Reddy, Whole Time Director, Mr. R. Vijayaraghavan, Non-Executive Independent Director, Mr. V. Shankar, Non-Executive Independent Director and Mr. V. Govind, Non-Executive Independent Director have been incorporated in the Notice of the Thirty Ninth Annual General Meeting of the Company along with the details about them.

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

All the Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence 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 Independent Directors are posted on the website of the Company under the web link http://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 the Forty Second Annual General Meeting of the Company.

The Auditors report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2019 does not contain any qualification, observation or adverse comment.

7. Corporate Governance

The Company is in full compliance with the Corporate Governance guidelines as laid out in the in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is attached as ‘Annexure B to this Report.

Corporate TheAuditorsCertificate Governance requirements by the Company is attached as ‘Annexure C to this Report.

The Managing Director and Chief Financial Officer (CFO) certification as required under SEBI (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 to Section 129(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is in accordance with Indian Accounting Standards 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 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries (in Form AOC-1) is attached as ‘Annexure E to this Report.

The merger of Sanco Transport Limited, Wholly Owned Subsidiary of the Company with the Company with appointed date as March 01, 2018 has been approved by Honble National Company Law Tribunal, Chennai Bench approved vide order dated April 15, 2019.

10. Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on March 31, 2019 is attached as ‘Annexure F to this Report.

11. Board Meetings held during the year

During the year, 7 (Seven) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this Report.

12. Directors responsibility statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in 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 year ended March 31, 2019, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. for the financial year ended March 31, 2019, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Loss of the Company for the year ended March 31, 2019.

c. that proper and sufficient care has been taken records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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 such internal financial controls are adequate and were operating effectively.

f. that proper systems to ensure compliance with the provisions of all applicable laws were 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 of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report which is attached to this Report.

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

There were no guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the financialyear under review. However, the Company has granted a loan of Rs. 3 Lakhs to M/s. Sanco Clearance Limited, wholly owned subsidiary, during the financial year and has complied with the provisions of Section 186 of the Companies Act, 2013.

15. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A. K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2019. The Secretarial Audit Report (in Form MR-3) is attached as ‘Annexure G to this Report.

16. Related Party Transactions

During the year, all transactions entered by the company with Related Parties were in the ordinary course of business and at arms length pricing basis and the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. with Related Parties during the financial year Therewerenomateriallysignificant . Company 2018-19whichwereinconflict withtheinterest of the Suitable disclosures as required under Ind-AS 24 have been made in Note 37 of the Notes to the financial statements. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure H in Form AOC-2 and the same forms part of this report.

The policies on Related Party Transactions and Material Subsidiary as approved by the Board of Directors have been posted in the website under the web link http://www.sancotrans.com/stl.html.

17. Risk Management Policy

The Company has a proper Risk Management policy towards operations and administrative affairs of the Company formulated by the Risk Management Committee.

The Risk Management Committee reviews the Policy at regular intervals of 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 under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, hence the Company has not spent any funds towards Corporate Social Responsibility.

19. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the 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 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 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Whistle Blower Policy has posted in the website under the web link http://www.sancotrans.com/stl.html. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

21. Public Deposits

During the financial year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

22. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2019 and July 20, 2019 (date of the Report)

There were no material changes and commitments affecting the financial position of the company between the end of financial year (March 31, 2019) and the date of the Report (July 20, 2019)

23. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company by the Regulators or Courts or Tribunals which Thereare no significant 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 is not applicable to the Company.

25. Foreign exchange earnings and outgo

During the year your company earned foreign exchange to an extent of Rs. 76.01 Lakhs (2017-18 Rs. 83.51 Lakhs) and expended foreign currency to an extent of Rs. 56.01 Lakhs (2017-18 Rs. 4.74 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) Rules, 2014. Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company 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.

28. Acknowledgements

The Directors wish to thank all the employees, shareholders, bankers, customers, suppliers and Government Authorities for their continued co-operation throughout the year.

.
For and on behalf of the Board of Directors
Place : Chennai V Upendran
Date : July 20, 2019 Chairman & Managing Director
(DIN: 00557511)