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Directors Report of Sanco Trans Ltd.

Mar 31, 2018

BOARDâS REPORT

Dear Members,

The Directors are pleased to present their 38th Annual Report of the Company, together with the Audited Financial Statements for the year ended March 31, 2018.

1. Financial highlights (Rs. Lakhs)

	For the year 2017-18	For the year 2016-17
Total Income	8356.96	8481.53
Profit before Interest, Depreciation and Taxes	725.74	956.73
Interest	261.62	340.83
Depreciation and amortisation	565.58	583.88
Profit before tax	(101.46)	32.02
Tax expense	(123.26)	(35.98)
Profit after tax	21.80	68.00

The Company has adopted âIndian Accounting Standards (Ind AS) with effect from April 1, 2017. Financial Statements for the year ended and as at March 31, 2017 have been restated to conform to Ind AS (refer Note nos. 29 & 30 to the Standalone Financial Statements).

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, 2018. 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 & Key managerial Personnel

i. Re-appointment of Directors:

Pursuant to the recommendation of Nomination and Remuneration Committee, Mr. V. Upend ran has been reappointed as Chairman & Managing Director for a further period of two years with effect from April 01, 2018 by the Board of Directors at its meeting held on February 14, 2018, subject to the approval of shareholders. Mr. S. R. Srinivasan, Director - Finance, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

The resolutions seeking approval of the members of the Company for the re-appointment of Mr. V. Upendran, Chairman & Managing Director and Mr. S. R. Srinivasan, Director - Finance have been incorporated in the Notice of the Thirty Eighth Annual General Meeting of the Company along with the details about them

ii. Key managerial Personnel:

Mr. M. V. M. Sundar, Company Secretary was appointed as Whole Time Secretary of the Company effective from March 27, 2018 pursuant to Section 203 of the Companies Act, 2013.

iii. 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 Auditor''s report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2018 does not contain any qualification 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.

The Auditors'' Certificate of the Compliance with the Corporate 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 Company''s Subsidiaries (in Form AOC-1) is attached as ''Annexure E'' to this Report.

There is a proposal to merge Sanco Transport Limited, Wholly Owned Subsidiary with the Company with appointed date as March 01, 2018. The Merger Scheme will be given effect to upon requisite approvals being obtained.

10. Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on March 31, 2018 is attached as ''Annexure F'' to this Report.

11. Board Meetings held during the year

During the year, 8 (eight) 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, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. for the financial year ended March 31, 2018, 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, 2018.

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.

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 loans or guarantees or investments made by the Company under 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 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, 2018. The Secretarial Audit Report (in Form MR-3) is attached as ''Annexure G'' to this Report.

Reply to point no. (a) in Para 7 of the Secretarial Audit Report:

The Company has appointed Company Secretary with effect from March 27, 2018.

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 arm''s 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 2017-18 which were in conflict with the interest of the Company.

Suitable disclosures as required under Ind-AS 24 have been made in Note 39 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 No 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 and 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, 2018 and July 07, 2018 (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, 2018) and the date of the Report (July 07, 2018).

23. 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.

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. 83.51 Lakhs (2016-17 Rs. 31.85 Lakhs) and expended foreign currency to an extent of Rs. 4.74 Lakhs (2016-17 Rs. 11.73 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

Dated : July 07, 2018 Chairman & Managing Director

(DIN: 00557511)

Mar 31, 2016

Dear Members,

The Directors are pleased to present their 36^th Annual Report of the Company, together with the Audited Financial Statements for the year ended March 31, 2016.

1. Financial highlights (Rs. Lakhs)

	For the year 2015-16	For the year 2014-15
Income from Operations	7528.45	7544.99
Other Income	195.65	132.94
Gross Income	7724.10	7677.93
Expenses
Operating expense	4765.75	4801.07
Employee benefit expense	980.45	974.14
Finance costs	321.03	298.62
Depreciation and amortization	420.42	358.25
Other expenses	1119.46	1018.07
Total Expenses	7607.11	7450.15
Profit before extraordinary item	116.99	227.78
Extraordinary item	--	--
Profit before tax	116.99	227.78
Tax expense	9.63	(7.89)
Profit after tax	107.36	235.67

2. Management Discussion & Analysis

3. Dividend

The Directors have recommended a dividend of Rs. 1.80 per Equity share of Rs. 10/- each (18%) for the financial year ended March 31, 2016. Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. An amount of Rs.65,00,000/- (Rupees Sixty Five Lakhs Only) is being transferred to the General reserves of the Company.

4. Unclaimed Dividends

There are no unclaimed dividends to be transferred to the credit of Investor Education and Protection Fund as on March 31, 2016.

5. Directors

i. Appointment/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 Deputy Managing Director for a further period of 3 years w.e.f. April 01, 2016 by the Board of Directors at its meeting held on March 12, 2016, 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 further period of 3 years w.e.f. June 01, 2016 by the Board of Directors at its meeting held on May 30, 2016, 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 further period of 3 years w.e.f. August

01, 2016 by the Board of Directors at its meeting held on May 30, 2016, subject to the approval of shareholders.

The Board of Directors has appointed Mr. T. R. Chandrasekaran as an Additional/Independent Director of the Company with effect from May 23, 2016 by passing of resolution through circulation based on the recommendation of the Nomination and Remuneration Committee. We seek your confirmation for appointment of Mr. T R. Chandrasekaran as Independent Director for a term of five consecutive years commencing from September 15, 2016.

The resolutions seeking approval of the members of the Company for the appointment of

(i) Mrs. Devaki Santhanam & (ii) Mr. T. R. Chandrasekaran, Directors and re-appointment of

(i) Mr. S. Sathyanarayanan, Deputy Managing Director, (ii) Mr. S. R. Srinivasan, Director - Finance and (iii) Mr. U. Udayabhaskar Reddy, Whole Time Director have been incorporated in the Notice of the Thirty Sixth Annual General Meeting of the Company along with details about them.

ii. Cessation of Director:

Mr. T. Ananthanarayanan, Non-Executive Independent Director, has resigned from the position with effect from February 15, 2016.

iii. Key managerial Personnel

Mrs. B. Lakshmi Sowjanya, Company Secretary was appointed as Whole Time Secretary of the Company effective from July 03, 2015 pursuant to Section 203 of the Companies Act, 2013.

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

6. Auditors

M/s. M. S. Krishnaswami & Rajan, Chartered Accountants, Chennai (FRN: 001554S), Statutory Auditors of the company, was appointed in the 34^th Annual General Meeting of the Company held on 15.09.2014 for a term of three years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013 subject to ratification by shareholders in the Annual General Meeting every year. The Board of Directors recommends the Shareholders to ratify the appointment of Statutory Auditors.

The Company has received confirmation regarding their consent and eligibility for appointment as the Auditors of the Company. As required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The necessary resolution is being placed before the shareholders for approval.

7. Corporate Governance

The Company is in full compliance with the Corporate Governance guidelines as laid out in the in the Listing Agreement & 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.

The Auditors'' Certificate of the Compliance with the Corporate Governance requirements by the Company is attached as ''Annexure C'' 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 AS 21 prescribed by 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 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, 2016 is attached as ''Annexure F'' to this Report.

11. 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.

12. Directors'' responsibility statement

a. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. for the financial year ended March 31, 2016, 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 and Loss of the Company for the year ended March 31, 2016.

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

14. 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.

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, 2016. The Secretarial Audit Report (in Form MR-3) is attached as ''Annexure G'' to this Report.

Reply to point no. 1 in Para 6 of the Secretarial Audit Report:

The Company has appointed Company Secretary on July 03, 2015.

16. Related Party Transactions

All transactions entered by the company with Related Parties were in the ordinary course of business and at arm''s length pricing basis.

There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.12 of the Notes to the financial statements.

Details of the transactions are provided in Form AOC-2 which is attached as ''Annexure H'' to this Report. The Board has approved policies on Related Party Transactions and Material Subsidiary and has 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 brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ''Annexure Iâ 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.

19. Board Evaluation

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination & Remuneration and Stakeholders Relationship Committee) and the Independent 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, Clause 49 of the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Whistle Blower Policy and 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

22. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2016 and August 08, 2016 (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, 2016) and the date of the Report (August 08, 2016).

23. 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.

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. 28.14 Lakhs (2014-15 Rs. 15.24 Lakhs) and expended foreign currency to an extent of Rs. 7.65 Lakhs (2014-15 Rs. 15.06 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.

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

Dated : August 08, 2016 Chairman & Managing Director

(DIN: 00557511)

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 35th Annual Report of the Company, together with the Audited

Financial Statements for the year ended March 31, 2015.

1. Financial highlights (Rs. Lakhs)

For the year For the year

2014-15 2013-14

Income from Operations 7544.99 7421.94

Other Income 132.94 78.81

Gross Income 7677.93 7500.75

Expenses

Operating expense 4801.07 4563.52

Employee benefit expense 974.14 937.66

Finance costs 298.62 245.97

Depreciation and amortisation 358.25 292.02

Other expenses 1018.07 971.86

Total Expenses 7450.15 7011.03

Profit before extraordinary item 227.78 489.72

Extraordinary item -- --

Profit before tax 227.78 489.72

Tax expense (7.89) 73.45

Profit after tax 235.67 416.27

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.2.70 per Equity share of Rs. 10/- each (27%) for the financial year ended March 31, 2015. Payment of Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. An amount of Rs.1,50,00,000/- (Rupees One Crore Fifty Lakhs Only) is being transferred to the General reserves of the Company.

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

Mrs. Devaki Santhanam, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.

Mr. V. Upendran has been re-appointed as Managing Director for a further period of 3 years w.e.f. April 01, 2015 by the Board of Directors at its meeting held on 25th March 2015, subject to the approval of shareholders.

The Board of Directors at its meeting held on 09th February, 2015 appointed Mr. R. Raghavan as an Additional Director and Independent Non-Executive Director of the Company with effect from 09th February, 2015, based on the recommendation of the Nomination and Remuneration Committee. We seek your confirmation for appointment of Mr. R. Raghavan as Independent Director for a term of five consecutive years commencing from August 19, 2015.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

6. Auditors

M/s. M. S. Krishnaswami & Rajan, Chartered Accountants, Chennai (FRN: 001554S), Statutory Auditors of the company, was appointed in the 34th Annual General Meeting of the Company held on 15.09.2014 for a term of three years from the conclusion of the said Annual General Meeting as per the provisions of Companies Act, 2013 subject to ratification by shareholders in the Annual General Meeting every year. The Board of Directors recommends the Shareholders for ratification of appointment of M/s. M. S. Krishnaswami & Rajan, Chartered Accountants as Statutory Auditors, to carry out the audit for the financial year 2015-2016.

The Company has received confirmation regarding their consent and eligibility for appointment as the Auditors of the Company. As required under clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The necessary resolution is being placed before the shareholders for approval.

Reply to point f (iii) of the Auditor's Report:

The delay in remittance to IEPF in the financial year 2014-15 is due to inadvertence. The company will ensure timely remittance in future.

7. Corporate Governance

As required by clause 49 of the Listing agreement entered into with the Stock exchanges, a detailed report on Corporate Governance is attached as 'Annexure B' to this Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the Compliance with the Corporate 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 Clause 49 of the Listing Agreement 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 134 of the Companies Act, 2013 is in accordance with AS 21.

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 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, 2015 is attached as 'Annexure F' to this Report.

11. Board Meetings held during the year

During the year, 8 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) of the Companies Act, 2013:

a. in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. for the financial year ended March 31, 2015, 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, 2015.

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.

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

Loans given

Sanco Transport Limited (Wholly owned Subsidiary) - Rs. 600 Lakhs

Investments made

Sanco Transport Limited (Wholly owned Subsidiary) - Rs. 5 Lakhs Sanco

Clearance Limited (Wholly owned Subsidiary) - Rs. 5 Lakhs

Guarantees given Nil

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 M/s. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as 'Annexure G' to this Report.

Reply to point no. 1 and 2 in Para 7 of the Secretarial Audit Report:

i. The Company has since appointed the Company Secretary.

ii. The delay in remittance to IEPF in the financial year 2014-15 is due to inadvertence. The company will ensure timely remittance in future

16. Related Party Transactions

All transactions entered by the company with Related Parties were in the ordinary course of business and at arm's length pricing basis.

There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.13 of the Notes to the standalone financial statements.

Details of the transactions are provided in Form AOC-2 which is attached as 'Annexure H' to this Report. The Board has approved policies on Related Party Transactions and Material Subsidiary and has posted in the website www.sancotrans.com.

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 consisting of following members:

1. Mr. S Sathyanarayanan - Chairman

2. Mr. U. Udayabhaskar Reddy - Member

3. Mr. S.R. Srinivasan - Member

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

Pursuant to Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company at its Board Meeting held on November 13th, 2014 approved a Policy on CSR. A report on CSR activities including particulars of committee members is attached as 'Annexure I' to this Report.

19. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 performance, the working of its Committees (Audit, Nomination & Remuneration and Stakeholders Relationship Committee) and the Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached to this Report

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 Clause 49 of the Listing Agreement, the Board of Directors had approved the Whistle Blower Policy and has posted in the website www.sancotrans.com. 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 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. The Company has repaid all the deposits and outstanding as on March 31, 2015 is NIL.

22. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2015 and July 03, 2015 (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, 2015) and the date of the Report (July 3, 2015).

23. 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.

24. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

During the year your company earned foreign exchange to an extent of Rs. 15.24 Lakhs (2013- 14 Rs. 29.11 Lakhs) and expended foreign currency to an extent of Rs. 15.06 Lakhs (2013-14 Rs. 28.12 Lakhs).

25. Particulars regarding employees and related disclosures

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 V Upendran Dated : July 03, 2015 Chairman & Managing Director (DIN: 00557511)

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report of the Company, together with the audited financial statements for the year ended March 31, 2014.

1. Financial highlights

For the year For the year 2013-14 2012-13 (Rs. Lakhs)

Income from operations 7196.04 7690.63

other Income 78.81 79.63

Gross Income 7274.85 7770.26

Expenses

Operating expense 3566.71 3566.49

Employee benefit expense 937.66 905.65

Finance costs 245.97 247.45

Depreciation and amortisation 292.02 360.59

Other expenses 1742.77 1764.75

Total Expenses 6785.13 6844.93

Profit before extraordinary item 489.72 925.33

Extraordinary item -- --

Profit before tax 489.72 925.33

Tax expense 73.45 288.75

Profit after tax 416.27 636.58

2. Dividend distribution

The Directors have recommended a dividend of Rs.2.70 per Equity share (27%) of the nominal value of Rs.10/- each for the year ended March 31, 2014 as against Rs 2.70 per equity share (27%) distributed for the year ended March 31, 2013.

4. Fixed Deposits

During the year the company received additional deposits to an extent of Rs.9.15 lakhs and repaid deposits amounting to Rs.27.93 lakhs. There were no unclaimed deposits to be transferred to the credit of Investor Education and Protection fund (IEPF) as required under Section 205C of the Companies Act, 1956.

As per the provisions of new Companies Act 2013, the company has ceased accepting fresh deposits from public and begins repaying the deposits as and when they mature during the course of the year.

5. Unclaimed Dividends

There are no unclaimed dividends to be transferred to the credit of IEPF as on March 31,2014.

6 Directors

Sri S R Srinivasan Director - Finance, retires by rotation at the forthcoming Annual General Meeting and eligible for reappointment.

Pursuant to the notifcation of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules theron, the existing Non-Executive Independent Directors of the Company, Dr. M.V.M Alagappan Mr. T. Anantha Narayanan, Mr. R. Vijaya Raghavan, Mr. V. Govind and Mr. V. Shankar are being appointed as Independent Directors for a period of five (5) consecutive years commencing from 15th September, 2014.

In order to fulfll the requirements of Section 152(6) of the Companies Act, 2013 ("the Act") the existing terms of appointment of Mr. S. Sathyanarayanan, Deputy Managing Director and Mr. U. Udayabhaskar Reddy, Whole time Director are being varied by making them liable to retire by rotation in terms of Section 152 (6) of the Act, and all other terms and conditions of their respective reappointments shall remain the same.

7. Constitution / Reconstitution of Committees:

The company in compliance with the Companies Act 2013 has constituted / restructured the following committees with effect from 01.04.2014.

a. Audit Committee:

1. Sri. R Vijayaraghavan - Chairman

2. Sri. V Govind - Member

3. Sri. V Shankar - Member

The terms of reference of Audit Committee now includes overseeing the vigil mechanism with effect from 01.04.2014.

b. Nomination and Remuneration Committee:

1. Sri T. Ananthanarayanan - Chairman

2. Sri. R. Vijayaraghavan - Member

3. Dr. M V M Alagappan - Member

c. Stakeholders Relationship Committee:

1. Sri. V. Shankar - Chairman

2. Sri. U Udayabhaskar Reddy - Member

3. Sri. S R Srinivasan - Member

d. Corporate Social Responsibility Committee:

1. Sri. S Sathyanarayanan - Chairman

2. Sri. V. Upendran - Member

3. Dr. M V M Alagappan - Member

8. Corporate Governance

As required by clause 49 of the Listing agreement entered into with the Stock exchanges, a detailed report on Corporate Governance is given as part of the Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certifcate of the Compliance with the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

9. Particulars regarding employees

There are no particulars to be furnished as required under section 217(2A) of the Companies Act 1956 and the Companies (Particulars of Employees) Rules, 1975.

10. Directors'' responsibility statement

As stipulated in section 217 (2AA) of the Companies Act, 1956, the directors hereby confirm that Â (i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the accounting policies have been selected and applied the same consistently and made judgments and estimates that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company forthe said year;

(iii) proper and suffcient care have been taken for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo Disclosure of information regarding conservation of energy and technology absorption is not applicable to the Company.

During the year your company earned foreign exchange to an extent of Rs.29.11 lakhs (2013-Rs 6.40 lakhs) and expended foreign currency to an extent of Rs.28.12 lakhs (2013-Rs 50.22 lakhs).

12. Auditors

M/S M S Krishnaswami & Rajan, Chartered Accountants, Chennai (FRN: 001554S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment for a term of three years from the conclusion of the ensuing annual general meeting as per the provisions of companies act 2013 subject to ratifcation by shareholders in the annual general meeting every year. The company has received confirmation that their appointment will be within the limits prescribed under Section 139 read with section 141 of the Companies Act, 2013.

The necessary resolution is being placed before the shareholders for approval.

13. Industrial relations

Industrial relations remained cordial and harmonious throughout the year.

14. Acknowledgements

Your Company continued to receive co-operation and unstinted support from its constituents, suppliers, bankers, employees at all levels and others associated with the Company. The directors wish to place on record their appreciation for the same and your company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Chennai V Upendran Dated : June 23, 2014 Chairman & Managing Director

Mar 31, 2013

Dear Members,

The Directors are pleased to present their Annual Report of the Company, together with the audited financial statements for the year ended March 31, 2013.

1. Financial highlights

For the year For the year 2012-13 2011-12 (Rs. Lakhs)

Income from Operations 7690.63 7707.89

Other Income 79.63 96.63

Gross Income 7770.26 7804.52 Expenses

Operating / Equipment expense 3566.49 4005.89

Employee benefit expense 905.65 859.40

Finance costs 247.45 167.73

Depreciation and amortisation 360.59 165.55

Other expenses 1764.75 1658.80

Total Expenses 6844.93 6857.37

Profit before extraordinary item 925.33 947.15 Extraordinary item

-Gain from acquisition of land by Government 38.67

Profit before tax 925.33 985.82

Tax expense 288.75 219.78

Profit after tax 636.58 766.04

2. Dividend

The Directors recommend a dividend of Rs 2.70 per Equity share(27%) for the year ended March 31, 2013 as against Rs 2.70 per Equity share (27%) distributed for the year 2011-12.

3. Fixed Deposits

During the year the company received additional deposits to an extent of Rs 54.37 lakhs and repaid deposits amounting to Rs 21.70 lakhs. There were no unclaimed deposits to be transferred to the credit of Investor Education and Protection fund (IEPF) as required under Section 205C of the Companies Act, 1956.

4. Unclaimed Dividends

There are no unclaimed dividends to be transferred to the credit of IEPF as on March 31,2013.

5. Directors

Shri T Ananthanarayanan, Dr M.V.M Alagappan and Smt S Devaki will be retiring by rotation and being eligible, offer themselves for reappointment.

6. Corporate Governance

As required by clause 49 of the Listing agreement entered into with the Stock exchanges, a detailed report on Corporate Governance is given as part of the Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the Compliance with the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

7. Particulars regarding employees

There are no particulars to be furnished as required under section 217(2A) of the Companies Act 1956 and the Companies (Particulars of Employees) Rules, 1975.

8. Directors'' responsibility statement

As stipulated in section 217 (2AA) of the Companies Act, 1956, the directors hereby confirm that - (i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the accounting policies have been selected and applied the same consistently and made judgments and estimates that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the said year; (iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the annual accounts have been prepared on a going concern basis.

9. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

During the year your company earned foreign exchange to an extent of Rs6.40 lakhs (2012- Rs 10.52 lakhs) and expended foreign currency to an extent of Rs 50.22 lakhs (2012-Rs 31.58 lakhs).

10. Auditors

M/S M S Krishnaswami & Rajan, Chartered Accountants, Chennai (FRN: 001554S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment. The company has received confirmation that their appointment, if made, will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The necessary resolution is being placed before the shareholders for approvel.

11. Industrial relations

Industrial relations remained cordial and harmonious throughout the year.

12. Acknowledgements

Your Company continued to receive co-operation and unstinted support from its constituents, suppliers, bankers, employees at all levels and others associated with the Company. The directors wish to place on record their appreciation for the same and your company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Chennai V Upendran

Dated : May 30,2013 Chairman & Managing Director

Mar 31, 2012

The Directors are pleased to present their Annual Report of the Company, together with the audited financial statements for the year ended March 31, 2012.

1. Financial highlights

The Schedule VI to the Companies Act, 1956 which deals with the presentation and disclosure of information in the Financial Statements of Companies has been revised effective from April 1,2011. The said revision has significantly impacted the disclosure and presentation to be made in the Financial Statements. Further, the said revision requires certain regrouping and reclassification of the previous year's figures in the said Statements compared with the Current year's classification and disclosure. Hence, the Financial Statements for the year ended March 31,2012 have been prepared and presented in accordance with the said revision in the said Schedule VI.

For the year For the year

2011-12 2010-11

(Rs. Lakhs)

Income from Operations 7707.89 6273.06

Other Income 99.54 38.81

Gross Income 7807.43 6311.87

Expenses Operating expense 4005.89 2875.33

Employee benefit expense 859.40 765.48

Finance costs 167.73 177.86

Depreciation and amortisation 168.46 213.67

Other expenses 1658.80 1527.28

Total Expenses 6860.28 5559.62

Profit before extraordinary item 947.15 752.25 Extraordinary item

Gain from acquisition of land by Government 38.67 _

Profit before tax 985.82 752.25

Tax expense 219.78 (76.20)

Profit after tax 766.04 828.45

2. Dividend distribution

The Directors have recommended for consideration of the shareholders a dividend of Rs.2.70 per Equity share(27%) of the nominal value of Rs 10 each as against Rs 2.70 per Equity share (27%) distributed for the year 2.010-11.

3. Management Discussion and Analysis

A. About the Company

The Company was incorporated by late Sri K Santhanam Reddiar in the year 1979 as a Private Limited Company with a paid up share capita! of Rs 5 lakhs which took over his proprietary business carried on in that name and was converted into a Public Limited Company in the year 1986. The company issued bonus shares in the year 1987 in the proportion of five new equity shares for every one equity share held thereby increasing the paid up share capital to Rs 30 lakhs. The Company issued 15,00,000 equity shares of Rs 10 each to the Public at par in the year 1987 and the said issue was fully subscribed. The net worth, net fixed assets, the Profit before and after tax, dividend distribution % and earnings per share for the ten years ending 2011-12 are given below to indicate the company's progress over the said years.

Year ended Net worth Fixed Assets Profit

31st March -net before tax

(Rs. Lakhs) (Rs. Lakhs) (Rs. Lakhs)

2003 421.99 855.18 33.73

2004 414.00 828.55 10.91

2005 424.86 891.54 99.94

2006 560.90 996.29 258.81

2007 723.61 1224.34 410.89

2008 1051.87 2451.93 735.57

2009 6761.59 7828.18 1654.99

2010 7396.77 7930.92 535.61

2011 8202.73 7905.22 752.25

2012 8789.81 8473.33 985.82

Year ended Profit Dividend Earnings 31st march after tax % per share

(Rs. Lakhs) Rupees

2003 13.73 Nil 0.76

2004 20.61 Nil 1.14

2005 67.11 15 3.73

2006 179.10 27 9.95

2007 276.06 27 15.34

2008 467.23 31.50 25.96

2009 1060.58 45 58.92

2010 610.90 27 33.94

2011 828.45 27 46.03

2012 766.04 27 42.56

The net assets of the company were revalued as on March 31,2009 and the surplus on the said revaluation of Rs 4859.84 lakhs was credited to Revaluation Reserve.

B. Industry Progress

Negative sentiments seem to sap the confidence of Indian Ports shipping and logistics industries, which, while seeking solace in the fact that the local economy is not an export oriented one, prided on its belief that the consumerist population would always be to its rescue. The ebb and tide of worrisome developments across nations in Europe, and the recessionary underpinning of the US economy have always been perturbing Indian ports and shipping, which has already been badly affected by bleeding tanker and container trades. While influx of new tonnage into operations have made matters worse for ship owners, the fiscal prudence led cut on imports by many countries across the world had a telling effect on the diminishing cargo traffic by sea. As if all these developments were not enough, the recent reports of steep fall in production of almost all sectors, particularly manufacturing, mining and capital goods have enough ammunition to make the industry players feel jittery. Further, aiding and abetting the negativism are fiscal uncertainties, which include erosion of value of rupee vs dollar, policy paralysis and most importantly, indecision by the authorities. In such a context, it is not surprising that the National Transport Development Policy Committee(NTDPC) has come up with a proposal that seeks cargo support to Indian Ships rather than fiscal benefits or incentives.

Your company's performance for the Current year 2011-12 has to be viewed in the context of the aforesaid economic and market environment. Your company has, through a series of internal measures of operational efficiencies introduced in the earlier year, tried to minimize the adverse impact of the above stated factors afflicting the industry. This has had an encouraging impact on the bottom line growth for the company.

C. Financials

Gross Operating income for the year under report was Rs7707.89 lakhs reflecting a growth of 22.87% over the previous year. The said growth in the revenue was driven by the robust growth in the following areas:

Growth %

Handling operations 16.09

Equipment and fleet hire operations 15.42

Warehousing operations 46.99

Agency and other operations 50.48

While the company has taken various steps to meet the challenges mentioned earlier in this report, it is not quite optimistic about the progress in the near future in view of the extraneous factors impinging on its bottom line.

D. Expansion proposal

The proposal which was mentioned in our 2010-11 report, to increase the warehousing facility in Chennai by constructing additional multi storied warehouse of capacity 1,20,000 sft commenced in October 2011 and the said work was in progress as on March 31,2012 and is expected to be operational by December 2012. These increased facilities are expected to generate increased volume of business and will result favourably to the Company's bottom line.The recently completed and ready for operation of the L & T Kattupalli Port with which your company also is associated will engender further the company's business volume. Apart from the above, Company is also contemplating to acquire its own administrative building in the vicinity of the existing rented place.

E. Cautionary note

Statements in this report discloses forward looking information that set our anticipated results based on the management's plans and assumptions to enable investors to fully appreciate our prospects and take informed investment decisions. The company cannot, of course, guarantee that these forward looking statements will be realized, although the company believes it has been prudent in its assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should the underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected.

4. Fixed Deposits

During the year the company received additional deposits to an extent of Rs 18.53 lakhs and repaid deposits amounting to Rs 14.04 lakhs as and when they matured. There were no unclaimed deposits to be transferred to the credit of Investor Education and Protection fund(IEPF) as required under Section 205C of the Companies Act, 1956.

5. Unclaimed Dividends

There are no unclaimed dividends to be transferred to the credit of IEPF as on March 31,2012.

6. Directors

Shri R Vijayaraghavan and Shri V Govind will be retiring by rotation and being eligible, offer themselves for reappointment.

7. Corporate Governance

As required by clause 49 of the Listing agreement entered into with the Stock Exchanges a detailed report on Corporate Governance is given as part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the Compliance with the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

8. Particulars regarding employees

There are no particulars to be furnished as required under section 217(2A) of the Companies Act 1956 and the Companies (Particulars of Employees) Rules,1975.

9. Directors' responsibility statement

As stipulated in section 217 (2AA) of the Companies Act, 1956, the directors hereby confirm that - (i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the accounting policies have been selected and applied the same consistently and made judgments and estimates that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the said year; (iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the annual accounts have been prepared on a going concern basis.

10. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

During the year your company earned foreign exchange to an extent of Rs 10.52 lakhs(2011-Rs 9.04 lakhs) and expended foreign currency to an extent of Rs 31.58 lakhs(2011-Rs 37.37 lakhs).

11. Auditors

Sarvasri M S Krishnaswami & Rajan, Chartered Accountants, Chennai retire as auditors of the Company at the conclusion of the ensuing Annual General meeting of the Company and have confirmed their eligibility and willingness to accept the office of auditors, if appointed.

12. Industrial relations

Industrial relations remained cordial and harmonious throughout the year.

13. Acknowledgements

Your Company continued to receive co-operation and unstinted support from its constituents, suppliers, bankers, employees at all levels and others associated with the Company. The directors wish to place on record their appreciation for the same and your company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place: Chennai V Upendran

Dated: May 30,2012 Chairman & Managing Director

Mar 31, 2011

The Directors are pleased to present the Annual Report of the Company, together with the audited accounts, for the year ended March 31, 2011.

1. Financial Highlights 1st April 2010 1st April 2009 To To 31st March 2011 31st March 2010

(Rs. Lakhs)

Income from operations 6273.45 5051.55

Other Income 11.91 1.95

Gross Income 6285.36 5053.50

Profit before finance costs and depreciation 1100.48 1160.26

Finance costs Ã net 134.56 97.16

Profit before depreciation/ amortisation/impairment 965.92 1063.10

Depreciation/amortisation/impairment 213.67 127.49

Profit before exceptional item 752.25 935.61

Exceptional item Ã Ã

Profit before tax 752.25 935.61

Tax-provision/(withdrawal)-net (76.20) 324.71

Profit after tax 828.45 610.90

Profit brought forward from previous year 145.90 131.67

Balance available for appropriation 974.35 742.57

Appropriations-proposed

Transfer to General reserve 720.00 540.00

Proposed dividend 48.60 48.60

Corporate tax on proposed dividend 7.88 8.07

Balance retained in Profit and loss account 197.87 145.90

2. Dividend

The Directors recommend for consideration of the Members a dividend of Rs2.70 per equity share(27%) of the nominal value of Rs 10 each for the year ended 31st March 2011 as against Rs 2.70 per equity share (27%) paid last year.

4. Fixed Deposits

During the year the Company received additional deposits to an extent of Rs 76.92 lakhs and repaid deposits amounting to Rs 3.78 lakhs as and when they matured. There were no unclaimed deposits to be transferred to the credit of Investor Education and Protection fund(IEPF) as required under Section 205C of the Companies Act, 1956.

5. Unclaimed Dividends

There are no unclaimed dividends to be transferred to the credit of IEPF as on March 31,2011.

6. Directors

Dr M V M Alagappan and Srimathi S Devaki will be retiring by rotation and being eligible, offer themselves for reappointment. Sri T R Rajaraman resigned from the Board on health reasons on 9th Feburary 2011. Sri V Shankar was co-opted as an additional Director on 9th February 2011and he will hold office upto the ensuing Annual General Meeting. Sri S R Srinivasan was co-opted as additional Director on 28th May 2011 and he will hold office upto the ensuing Annual General Meeting.

7. Corporate Governance

As required by the existing clause 49 of the Listing agreements entered into with the Stock Exchanges a detailed report on Corporate Governance is given as part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate of the Compliance with the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

8. Particulars regarding employees

There are no particulars to be furnished as required under section 217(2A) of the Companies Act 1956 and the Companies (Particulars of Employees) Rules,1975.

9. Directors responsibility statement

As stipulated in section 217 (2AA) of the Companies Act, 1956, the directors hereby confirm that Ã (i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the accounting policies have been selected and applied the same consistently and made judgments and estimates that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the said year; (iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the annual accounts have been prepared on a going concern basis.

10. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

During the year your company earned foreign exchange to an extent of Rs 9.04 lakhs(2010-Rs 23.48 lakhs) and expended foreign currency to an extent of Rs. 37.37 lakhs(2010-Rs 24.34 lakhs).

11. Auditors and their report

Sarvasri M S Krishnaswami & Rajan, Chartered Accountants retire as auditors of the Company at the conclusion of the ensuing annual general meeting of the Company and have confirmed their eligibility and willingness to accept the office of auditors, if appointed.With reference to the remarks of the auditors regarding internal audit system we have to state that the areas not covered by the said system will not have a material impact considering the volume of the transactions involved in the said areas and that the said areas are being reviewed by them in the current year.

12. Industrial relations

Industrial relations remained cordial and harmonious throughout the year.

13. Acknowledgements

Your Company continued to receive co-operation and unstinted support from its constituents, suppliers, bankers, employees at all levels and others associated with the Company. The directors wish to place on record their appreciation for the same and your company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

V Upendran

Chairman & Managing Director

Place: Chennai Dated: May 28,2011

Mar 31, 2010

The Directors are pleased to present the Annual Report of the Company, together with the audited accounts, for the year ended March 31, 2010.

Financial Highlights 2009-10 2008-09 (Rs. Lakhs) Gross revenue from operations and other income 5053.50 6171.76 Expenditure Hire charges 1453.19 1422.91 Handling charges 1613.86 2020.89 Human resources 604.72 585.14 Others excluding interest and finance charges 221.47 217.90 Profit before interest and finance charges and depreciation and tax (PBDIT) 1160.26 1924.92 Interest and finance charges - net 97.16 164.06 Cash profit (PBDT) 1063.10 1760.86 Depreciation - net 127.49 105.87 Profit before tax (PBT) 935.61 1654.99 Taxation( Income-tax, deferred tax, fringe benefit tax) 324.71 594.41 Profit after tax (PAT) 610.90 1060.58 Profit brought forward from previous year 131.67 34.46 Profit available for appropriation 742.57 1095.04 Appropriations Transfer to General reserve 540.00 868.60 Proposed dividend 48.60 81.00 Corporate tax on proposed dividend 8.07 13.77 Profit carried forward 145.90 131.67

Management discussion and analysis Operating results

Container handling in the country during the first half of the reporting year showed a negative growth of 6.32 percent which impacted on the gross operating revenue of your company resulting in a reduction of nearly Rs.1100 lakhs for the whole year. This reduction had its cascading effect on the net earnings for the year. In the second half of the year there has been a turnaround in the traffic handled at major ports but the said turnaround did not result favourably for your company in view of the fact that the turnaround was mainly in coking coal, oil and raw fertilizer which was not part of container handling operations of your company. The situation got further confounded by severe competition in the container handling operations, which is the main stay of your companys operations. However, inspite of the above stated negative factors your companys management was able to successfully offset the adverse impact by effective use of the companys resources. During the year under report the Company incurred major Capital expenditure to an extent of Rs 268 lakhs to further strengthen the operating fleet and Rs 48 lakhs on expanding the container yard capacity which will have the effect of increasing the revenue and reducing the cost of container handling operations in the future.

Strategies and future plans

In order to further augment the container handling operations your company is taking the necessary steps proactively to upgrade its facilities by increasing the capacity of its container storage yard and attendant requirements of operating fleet and equipments at an estimated capital cost of nearly Rs 900 lakhs. These steps are likely to enure to the benefit of the company and thereby result in improved performance by your company in the future.

Finance

Your company is continuing to follow its conservative and prudent financial policy set in motion in the previous year which has resulted in a saving in its interest and finance charge of Rs 66.90 lakhs during the year.

Cautionary note

Statements in this report discloses forward looking information to enable investors to fully appreciate our prospects and take informed investment decisions. This report and other statements contain forward looking statements that set our anticipated results based on the managements plans and assumptions. The company cannot, of course, guarantee that these forward looking statements will be realized, although the company believes it has been prudent in its assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected.

Dividend

Your directors, after due consideration of the necessity to conserve the available resources for the Companys expansion plans and for the repayment of the borrowings for the acquisitions made in the last three years, are pleased to recommend for approval of the shareholders a dividend on the Companys paid up Equity share capital at 27% which will absorb Rs 56.67 Lakhs including the Corporate dividend tax.

Directors

Sri R Vijayaraghavan and Sri V Govind were co-opted as additional Directors on May 29,2010 and consequently they will hold office as Directors upto the ensuing Annual general meeting. Directors Sri T Ananthanarayanan and Smt S Devaki will be retiring by rotation and being eligible, offer themselves for re-appointment. Sri N Badrinarayanan, Director, retired from the Board with effect from May 29,2010.

Directors responsibility statement

As stipulated in section 217 (2AA) of the Companies Act, 1956, the directors hereby confirm that - (i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the accounting policies have been selected and applied the same consistently and made judgments and estimates that are reasonably prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the said year; (iii) proper and sufficient care have been taken for the maintenance of adequate

accounting records in accordance with the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the annual accounts have been prepared on a going concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Disclosure of information regarding conservation of energy and technology absorption are not applicable to the Company. During the year your company earned foreign exchange to an extent of Rs 23.48 lakhs(2009- Rs 7.03 lakhs) and expended foreign currency to an extent of Rs 24.34 lakhs(2009-Rs 348.04 lakhs).

Auditors and their report

Sarvasri M S Krishnaswami & Rajan, Chartered Accountants retire as auditors of the Company at the conclusion of the ensuing annual general meeting of the Company and have confirmed their eligibility and willingness to accept the office of auditors, if appointed.

With reference to the remarks of the auditors regarding internal audit system we have to state that the areas not covered by the said system will not have a material impact considering the volume of the transactions involved in the said areas and that the said areas are being reviewed internally.

Industrial relation

Industrial relations remained cordial and harmonious throughout the year.

Acknowledgements

Your Company continued to receive co-operation and unstinted support from its constituents, suppliers, bankers and others associated with the Company. The directors wish to place on record their appreciation for the same and your company will continue in its endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

Place: Chennai For and on behalf of the Board of Directors Dated: May 29,2010 V Upendran Chairman & Managing Director

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