Sanco Trans Ltd Directors Report

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 12% (Rs. 1.20 per equity share of Rs. 10/- each) dividend for the financial year ended March 31, 2023. Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. The Company has transferred Rs. 500 Lakhs from General Reserve account to retained earnings.

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:

Mr. S. Sathyanarayanan, Managing Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

The resolution seeking approval of the members of the Company for the re-appointment of Mr. S. Sathyanarayanan, Managing Director, has been incorporated in the Notice of the Forty Third Annual General Meeting of the Company along with the details

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. M. S. Krishnaswami and Rajan, Chartered Accountants, Chennai (ICAI Regn. No. 01554S), Statutory Auditors of the company hold office till the conclusion of the Forty Seventh Annual General Meeting of the Company.

The Auditors report to the shareholders on the financial statement for the year ended March 31, 2023 does not contain any qualification, observation or any adverse remarks.

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 on date. 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.

The Auditors Certificate of the Compliance with the Corporate Governance requirements by the Company is attached as Annexure C to this Report.

The Executive Chairman 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. Subsidiaries, Associates and Joint Ventures

The Company is not having any subsidiary / joint venture / associate companies as at March 31, 2023. Hence disclosure under this clause does not arise.

9. Annual Return

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

10. Board Meetings held during the year

During the year, 6 (Six) 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.

11. 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, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. for the financial year ended March 31, 2023, 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 Profit of the Company for the year ended March 31, 2023.

c. that proper and sufficient care has been taken for the maintenance of adequate accounting 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.

12. 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.

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

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

14. 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, 2023. The Secretarial Audit Report (in Form MR-3) is attached as Annexure E to this Report.

15. 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.

There were no materially significant transactions with Related Parties during the financial year 2022-2023 which were in conflict with the interest of the Company.

Suitable disclosures as required under Ind-AS 24 have been made in Note 36 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 F 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.

16. 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.

17. Corporate Social Responsibility (CSR) initiatives

The initiatives undertaken by the Company on Corporate Social Responsibility (CSR) activities during the financial year 2022-2023 along with the brief outline of the CSR Policy of the Company are set out in Annexure G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the Company.

18. 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 held on 25.03.2023 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).

19. 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.

20. 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.

21. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2023 and May 29, 2023 (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, 2023) and the date of the Report (May 29, 2023).

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

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

23. Conservation of energy, technology absorption

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

24. Foreign exchange earnings and outgo

During the year your company earned foreign exchange to an extent of Rs. 25.37 Lakhs (202122: Rs. 59.24 Lakhs) and expended foreign currency to an extent of Rs. 72.66 Lakhs (2021-22: Rs. 46.81 Lakhs).

25. 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.

26. Industrial relations

Industrial relations remained cordial and harmonious throughout the year.

27. Acknowledgements

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