San Engineering and Locomotive Company Limited Unlisted Share Price Annual Reports

San Engineering and Locomotive Company Limited Unlisted Share Price

SAN ENGINEERING AND LOCOMOTIVE COMPANY LIMITED - 54th Annual Report Summary (2023-2024) **Corporate Information:** * Lists the Board of Directors including Mr. Milind S Thakker (Chairman), Mr. Jasjiv Sahney (Independent Director), Mr. Apparao Mallavarapu (Independent Director), Mr. Udayant Malhoutra (Independent Director), Mr. Inder Mahadevan (Independent Director until September 29, 2023), Mr. Shiv Dayal (Additional Independent Director from June 26, 2024), Mr. Yash Gupta (Additional Independent Director from June 26, 2024), and Mr. Ramanathan Narayanan (Managing Director). * Company Secretary: Ms Sunitha K S * Statutory Auditors: Messrs NR Rajagopalan & Co., Chennai * Bankers: State Bank of India * Factories: Whitefield Road (Bengaluru), Hebbal Industrial Area (Mysuru), Industrial Park (Patancheru, Hyderabad) * Registered Office: Bengaluru * Corporate Identification Number (CIN): U74210KA1973PLC002424 * Website: www.san-engineering.com * Contact Email: comsec@san-engineering.com * Registrar and Transfer Agents (RTA): Canbank Computer Services Limited, Bengaluru. **54th Annual General Meeting (AGM) Notice:** * The 54th AGM will be held on Friday, September 6, 2024, at 11:30 A.M (IST) at the Registered Office in Bengaluru. * Ordinary Business includes: Adoption of Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2024; Declaration of a dividend of ₹10 per share; Appointment of Mr. Milind S Thakker, who retires by rotation. * Special Business includes: Appointment of Mr. Shiv Dayal and Mr. Yash Gupta as Independent Directors for 5 years, effective June 26, 2024, subject to shareholder approval; Ratification of remuneration of the Cost Auditor Messrs. Murthy & Co LLP with remuneration of ₹1.00 lakh plus taxes and out of pocket expenses. * Relevant Explanatory Statements regarding the special business are annexed. * A member entitled to attend and vote can appoint a proxy, which need not be a member. Proxies must be received 48 hours before the meeting. * The Register of Members and Share Transfer books will be closed from August 30, 2024, to September 6, 2024, inclusive. * Dividend, if declared, will be payable on or before October 5, 2024, to members on the register as of August 29, 2024. **Directors' Report:** * The 54th Annual Report highlights the performance of the Company with Audited Accounts for the year ended March 31st 2024. * Financial Results (₹ in Million): * Net Sales and Other Income: 2292.31 (2023-24) vs 2004.00 (2022-23) * Profit before Finance Cost, Depreciation and Taxes: 447.10 vs 317.40 * Profit Before Tax: 376.20 vs 252.20 * Profit for the period: 287.10 vs 187.00 * A dividend of ₹10 per equity share (100% of nominal value of ₹10) is recommended for the year ended March 31, 2024. Cash outflow would be ₹ 44.50 Million. * ₹350 Million is proposed to be transferred to the General Reserve. * Net Sales and other income were ₹2292.31 Million (2023-24) compared to ₹2004.00 Million (2022-23). Profit before tax was ₹376.20 Million against ₹252.20 Million. * The company supplied 20 shunting locomotives, 5 power packs for High Speed Accident Relief Trains (HS SPART) to ICF, 5 Diesel Electric Tower Cars (DETC), and 400 sets of Gears and Pinions to Alstom. * The company opened the year with an order backlog of about ₹ 4000 Million, including Diesel Electric Tower Cars (DETC), Rail Borne Maintenance Vehicles (RBMV), Worksite Tampers, Inspection Vehicles, and gears. Prototypes of RBMV are under testing, and supply of DETC's to Indian Railways has commenced. * Mr. Inder Mahadevan resigned from the Board effective September 29, 2023. * No public deposits were accepted. * The Board confirms compliance with Section 134(5) of the Companies Act, 2013, regarding accounting standards, policies, maintenance of records, and preparation of accounts on a going concern basis. * The Board appointed Mr. Shiv Dayal and Mr. Yash Gupta as Additional Independent Directors (Non-Executive) until the 54th AGM. * The Board recommends re-appointment of Mr. Shiv Dayal and Mr. Yash Gupta as Independent Directors for 5 years, effective June 26, 2024. **Board Meetings & Committees:** * Four Board meetings were held during the financial year. * Three audit committee meetings were held. * The Corporate Social Responsibility (CSR) Policy focuses on education, eradication of hunger, skill development, environment protection, and healthcare, aiming to spend 2% of average net profits on CSR. A CSR committee meeting was held on June 22nd, 2023, and the CSR report is included as Annexure A. * The Nomination and Remuneration Committee is in place, and the Remuneration policy is on the company website. * A policy on 'Protection of Women's Rights at Workplace' is in place, and no sexual harassment complaints were received in 2023-24. **Subsidiaries, Related Parties & Risk Management:** * The company has two subsidiaries: San Motors Limited and San Rolling Stock Services Limited. Details are in Note no. 39 to the consolidated financial statements and Form AOC-1 (Annexure D). * Related party transactions were at arm's length. * The company has internal financial controls and is strengthening its business processes with standard operating procedures and internal control systems. **Other Disclosures:** * Independent directors have provided declarations meeting independence criteria. * Messrs N R Rajagopalan & Co are the Statutory Auditors until calendar year 2027. * There are no qualifications, reservations, or adverse remarks in the auditor's report. * Cost records are maintained, and Messrs Murthy & Co. LLP are the Cost Auditors for 2024-25. * Information on employees is in Annexure C. * Information on conservation of energy, technology absorption, and R&D is provided. * Expenditure on R&D and foreign exchange earnings & outflow are detailed. * The company complies with Secretarial Standards. * Annual Report on CSR activities is appended as Annexure A, with details of spending by different agencies against CSR projects * Remuneration paid to directors is in accordance with the Act. * The company does not have any pending litigations. * There are no amounts required to be transferred to the Investor Education and Protection Fund. **Annexure A - CSR Report:** * The Company's CSR policy focuses on economic, social and environmental sustainability. * CSR Committee Composition: Mr. Milind S Thakker (Chairman), Mr. Jasjiv Sahney and Mr. Apparao Mallavarapu, Mr. Udayant Malhoutra (Members). * CSR information is available on the company website. **Annexure B - Related Party Transactions:** * Details material contracts with related parties (San Motors Limited and San Rolling Stock Services Limited) are provided, including rent for factory shed (Whitefield Road), sale/purchase of materials, commissioning & maintenance service, etc. **Auditor's Report:** * The Independent Auditor's Report expresses an unmodified opinion on the financial statements. * The report details the responsibilities of management and auditors, the basis for the opinion, and the auditor's report on other legal and regulatory requirements. * Internal Financial controls over financial reporting were operating effectively as at March 31, 2024. The full audited financial statements and related notes, along with detailed annexures, provide further financial information and support for the items summarized above.

San Engineering and Locomotive Company Limited Unlisted Share Price

san The document is the 53rd Annual Report for 2022-2023 of SAN Engineering and Locomotive Company Limited. The Annual General Meeting is scheduled for Thursday, August 17, 2023, in Bengaluru, where members will consider the adoption of the standalone and consolidated audited financial statements for the year ended March 31, 2023, declare a dividend of ₹4 per share, and reappoint Mr. Milind S Thakker as director. **Managing Director Re-Appointment** The shareholders are asked to approve the reappointment of Mr. Ramanathan Narayanan as Managing Director for three years, with a monthly salary of ₹6,00,000 plus benefits, annual increments subject to approval. A performance incentive is available based on net profits: 1% if profits are less than ₹10 Crores, 1.5% if profits are between ₹10-20 Crores, and 2% if profits exceed ₹20 Crores. Should the Company not have profits, remuneration as approved by the Nomination & Remuneration Committee applies, subject to Schedule V of the Act. The board is authorized to vary the remuneration terms as necessary. **Cost Auditor Remuneration** Shareholders will also ratify the remuneration of M/s S Arun Kumar & Co as Cost Auditors for the financial year ending March 31, 2024 at ₹1.00 lakh plus taxes and out-of-pocket expenses. **General Meeting Notes** A proxy may attend and vote for a member, but must be received 48 hours before the meeting. Proxy can represent max 50 members & not more than 10% total share capital, unless a single person is appointed for a member holding more than 10% share capital. The register of directors, KMP and shareholding are available at the AGM. The Register of Members and Share Transfer books will be closed from August 12th to August 17th. Dividend, if declared, will be payable by September 15th to members on record as of August 11th. The Company has appointed Canbank Computer Services Ltd as the Registrar and Share Transfer Agents. Members are requested to update email addresses. **Directors' Report** The Directors present the 53rd Annual Report with audited accounts for the year ended March 31, 2023. **Financial Performance (₹ in Crore)** | Particulars | Current Year (2022-2023) | Previous Year (2021-2022) | | :----------------------------------- | :------------------------ | :------------------------ | | Net Sales and Other Income | 200.40 | 137.33 | | Profit before Finance Cost, Depreciation and Taxes | 31.74 | 17.92 | Profit Before Tax | 25.22 | 11.11 | | Profit for the period | 18.70 | 8.18 | | Transfer to General Reserve | 10.00 | 10.00 | | Dividend on Equity Shares | 1.78 | 1.34 | The board recommends a dividend of ₹4 per share. There were no changes in nature of business of the company. The company proposes transferring ₹10 Crore to general reserve. The year's highlights include supplying 17 shunting locomotives, 7 power packs to ICF, 5 Camp Coaches to LORAM, and 535 gear and pinion sets to Alstom. The company has an order backlog of over ₹491 Crores. **Directors and Public Deposits** Mr. Milind S Thakker will retire by rotation at the AGM. Mr. Ramanathan Narayanan has been re-appointed as Managing Director. The Company did not accept public deposits during the year. **Corporate Governance** The Board consists of six directors, including one promoter director, one managing director, and four independent directors. The Board met four times during the year. The Audit Committee is composed of Mr. Milind S Thakker, Mr. Inder Mahadevan, and Mr. Jasjiv Sahney. The company has a CSR policy that focuses on education, hunger eradication, skill development, environment protection and healthcare, with a minimum of 2% of its average net profits for the last three financial years being spent on CSR. The Company has a Nomination and Remuneration Committee. A policy is also in place for the 'Protection of Women's Rights at Workplace'. **Subsidiaries** The company increased its investment in SAN Motors Limited, and acquired Ventra Locomotives. A subsidiary financial statement is provided in Form AOC-1. **Internal Controls and Audit** The company has adequate internal controls. M/s N R Rajagopalan & Co are the statutory auditors. The is no qualification or fraud reported by auditor, except emphasis of matters. **Energy Conservation** The company is continually working to conserve and optimize energy. **Research and Development** The Company has a recognized R&D Centre engaged in product development and process improvement. Ongoing and new projects are listed. **Financials** Capital expenditure on R&D was ₹0.00 Crore, recurring expenditure was ₹1.30 Crore. Foreign exchange earnings totaled ₹1.57 Crore, while outflow totaled ₹14.73 Crore for raw materials. The Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) were complied with. There were no orders passed by regulators/courts/tribunals. The report also includes the Independent Auditor's Report, details of Share Capital, Reserves and Surplus and other financial information.

San Engineering and Locomotive Company Limited Unlisted Share Price

San's 52nd Annual Report for 2021-2022 covers the company's financial performance, governance, and upcoming Annual General Meeting (AGM). The AGM will be held on August 30, 2022, to discuss and adopt the financial statements, declare dividends, and reappoint directors and auditors. **Key Financial Highlights:** * Net Sales and Other Income: Rs 137.33 Crore (previous year: Rs 125.14 Crore) * Profit Before Tax: Rs 11.11 Crore (previous year: Rs 6.44 Crore) * Dividend: Recommended Rs 3/- per equity share. * Order Backlog: Over Rs. 400 Crores * The company proposes to transfer Rs 10 Crores to the General Reserve. **Operational Performance:** * Supply of 17 shunting locomotives, 4 power packs for High Speed Accident Relief Trains to ICF, and 3 Camp Coaches to LORAM. * The company faced production interruptions due to Covid-19 related lockdowns and supply chain disruptions. * Testing of prototype of Diesel Electric Tower Cars (DETC) by RDSO has been completed and the same has been taken up for production. **Corporate Governance:** * Board comprises one promoter director, one managing director, and four independent directors. * The Board met four times during the financial year. * The Corporate Social Responsibility (CSR) policy focuses on education, eradication of hunger, skill development, environmental protection, and health care. The company aims to spend a minimum of 2% of average net profits on CSR. * The company has a Nomination and Remuneration Committee and a policy on Protection of Women's Rights at Workplace. **Subsidiaries:** * The company has two subsidiary companies: M/s San Motors Ltd and M/s San Rolling Stock Services Ltd. **Other Key Points:** * The company has appointed M/S Canbank Computer Services Ltd as the Registrar and Share Transfer Agents. * The company encourages members to register/update their email addresses for electronic communication of the AGM notice and annual report. * M/s N R Rajagopalan & Co, Chartered Accountants, have been re-appointed as statutory auditors. * M/s S Arun Kumar & Co, Cost Accountants, have been appointed as the Cost Auditors for the year 2022-23. * The company complies with Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2). * The company is making continuous efforts to conserve and optimize energy. * The Company has a Research & Development Centre which is recognized as an in-house R & D facility by the Ministry of Science and Technology, New Delhi. * The Auditors' report includes an emphasis of matter regarding the impact of the Coronavirus (Covid-19) on the company's business operations, stating that management believes no adjustments are required for the current financial year, but definitive assessment of impact on subsequent periods depends on evolving circumstances. **Resolutions at the AGM:** * Adoption of financial statements for the year ended March 31, 2022. * Declaration of a dividend of Rs 3/- per share. * Re-appointment of Mr. Milind S Thakker as a director. * Re-appointment of M/s N R Rajagopalan & Co as statutory auditors. * Ratification of the remuneration of the Cost Auditors M/s S Arun Kumar & Co.

San Engineering and Locomotive Company Limited Unlisted Share Price

San Engineering & Locomotive Co Ltd's 51st Annual General Meeting will be held on August 28th, 2021 to transact the following business: to receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the Financial Year ended 31st March, 2021 and the Reports of the Board of Directors and Auditors; to declare a Dividend of Rs 1/- per share for the financial year ended March 31, 2021; to appoint a Director in place of Mr. Milind S Thakker, who retires by rotation and being eligible, offers himself for re-appointment; to ratify the remuneration of the Cost Auditors. The Board of Directors includes Milind S Thakker (Chairman), Inder Mahadevan, Jasjiv Sahney, Apparao Mallavarapu, Udayant Malhoutra, and Ramanathan Narayanan (Managing Director). Kishore Govinde is the Company Secretary. The bankers are State Bank of India and Canara Bank. M/s N.R. Rajagopalan & Co., Chennai are the auditors. The registered office is at Whitefield Road, Bengaluru and the factories are located at Whitefield Road (Bengaluru), Hebbal Industrial Area (Mysuru), and Malur Industrial Area (Malur). **Financial Performance:** The company's net sales and other income for the year 2020-21 was Rs 125.14 Crore, compared to Rs 147.92 Crore in 2019-20. The profit before tax was Rs 6.44 Crore, down from Rs 18.64 Crore in the previous year. A dividend of Rs 1/- per equity share (10% of nominal value) has been recommended by the Board. The performance of the company was impacted due to interruptions in production activity on account of lockdown and measures imposed due to Covid-19. The company opened the financial year with an order backlog of over Rs. 360 Crores, including orders for Diesel Electric Tower Cars (DETC), Rail Borne Maintenance Vehicles (RBMV), and Diesel Hydraulic Multiple Units (DHMU) for Indian Railways, and Camp coaches. **Corporate Governance:** The Board comprises six directors, including one promoter director, one managing director, and four independent directors. The Board met four times during the financial year. The company has a Corporate Social Responsibility (CSR) Policy focusing on education, eradication of hunger, skill development, environment protection, and healthcare. The company aims to spend a minimum of 2% of its average net profits for the last three financial years on CSR activities. The Company has a Nomination and Remuneration Committee. **Subsidiaries:** The company has two subsidiary companies, San Motors Ltd and San Rolling Stock Services Ltd. **Research and Development:** The company has a recognized Research & Development Centre engaged in developing new products and improving existing ones. Ongoing projects include the Design & Development of Diesel Hydraulic Multiple Unit for Kalka - Shimla section of Indian Railways, development of Worksite Tampers for Indian Railways and standardization of locomotives and rail products. The R&D expenditure amounted to Rs. 1.73 Crore, which is 1.41% of the total turnover. The Directors confirm that the applicable accounting standards have been followed, accounting policies are consistently applied, proper care has been taken for adequate accounting records, accounts have been prepared on a going concern basis, and proper systems are in place to ensure compliance with applicable laws. The company has taken steps to strengthen its business processes by setting up standard operating procedures and internal control systems. **Statutory Compliance:** The auditors report indicates that the financial statements give a true and fair view, proper books of account have been kept, and the standalone financial statements comply with accounting standards. There are no significant or material orders passed by regulators or courts that would impact the going concern status of the company. The company did not accept any public deposits. There are no pending litigations that would impact its financial position. The company has complied with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.