Annual Report: 2023
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.
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