Dear Members,
The Directors are pleased to present their 45th Annual Report of the
Company, together with the Audited Financial Statements for the year ended March 31, 2025.
1. Financial highlights (Rs. Lakhs)
|
For the Year 2024 25 |
For the Year 2023 24 |
| Total Income |
10889.16 |
10163.55 |
| Profit before Interest, Depreciation and Taxes |
842.41 |
718.20 |
| Interest |
87.91 |
104.59 |
| Depreciation and amortization |
487.42 |
420.99 |
| Profit before tax |
267.08 |
192.62 |
| Tax expense |
117.80 |
77.76 |
| Profit after tax |
149.28 |
114.86 |
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 27% (Rs. 2.70 per equity share of Rs. 10/
each) dividend for the financial year ended March 31, 2025. Payment of Dividend is
subject to the approval of shareholders at the ensuing Annual General Meeting. The Company
has not transferred any amount 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. Appointment and Re
appointment of Directors:
Mr. Udayabhaskar Reddy. U, Whole Time Director, retires by rotation at the forthcoming
Annual General Meeting and is eligible for reappointment. Mr. T. R. Chandrasekaran is
appointed as a
Non
Executive Independent Director of the Company with effect from May 05, 2025 subject to
the approval of shareholders in the ensuing Annual General Meeting. The Board recommends
the reappointment of Mr. Udayabhaskar Reddy U, Whole Time Director and Mr. T. R.
Chandrasekaran, Independent Director.
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 Auditor's report to the shareholders on the financial statement for the year ended
March 31, 2025 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.
Corporate Governance requirements by the TheAuditors'Certificate
Company is attached as ‘Annexure C' to this Report.
The Executive Chairman and Chief Financial Officer (CFO) certification as required
under
(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, 2025. 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,
2025, the applicable Accounting Standards had been followed along with proper explanation
relating to material departures. b. for the financial year ended March 31, 2025, 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, 2025. c. that proper and sufficient
care has 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, 2025. The
Secretarial Audit Report (in Form MR
3) is attached as ‘Annexure E' to this Report.
Reply to Secretarial Auditor's qualification:
The Board has appointed two Independent Directors on 21.11.2024 within three months of
vacancy. The third Independent Director was appointed on 18.01.2025 and the Company since
complied with LODR Regulations, 2015. The Company has paid the fine amount for non
compliance period.
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 arm's length pricing basis. 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 yearThere
werenomateriallysignificant 2024
2025 which were in conflict with the interest of the Company.
Suitable disclosures as required under Ind AS 24 have been made in Notes 36 and 37 of
the Notes to the financial statements. The information on transactions with related
parties pursuant to Section134(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
CSR is not applicable for the financial year 2024 -25 as it does meet the criteria
prescribed under Section 135 of the Companies Act 2013. 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
22.03.2025 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, 2025 and May 27, 2025 (date of the Report)
There were no material changes and commitments affecting the financial position of the
between the end of financial year (March 31, 2025) and the date of the Report (May 27,
2025).
Regulators or Courts or Tribunals impacting the 22. Significant Going Concern status of
the Company
There are no significant and material orders passed by the Regulators 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.55.03 Lakhs (2023
24: Rs.39.72 Lakhs) and expended foreign currency to an extent of Rs.105.01 Lakhs (2023
24: Rs. 45.01 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.
For and on behalf of the Board of Directors
Place : Chennai Executive Chairman Dated : May 27, 2025 (DIN: 00557511)