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Sanghvi Forging & Engineering Ltd.

BSE: 533411 Sector: Engineering
NSE: SANGHVIFOR ISIN Code: INE263L01013
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OPEN 43.70
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VOLUME 92791
52-Week high 53.40
52-Week low 32.85
P/E
Mkt Cap.(Rs cr) 62
Buy Price 41.55
Buy Qty 1096.00
Sell Price 0.00
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OPEN 43.70
CLOSE 40.20
VOLUME 92791
52-Week high 53.40
52-Week low 32.85
P/E
Mkt Cap.(Rs cr) 62
Buy Price 41.55
Buy Qty 1096.00
Sell Price 0.00
Sell Qty 0.00

Sanghvi Forging & Engineering Ltd. (SANGHVIFOR) - Director Report

Company director report

To

The members of

Sanghvi Forging & Engineering Limited

Your Directors take pleasure in presenting the 28th Annual Report of the Company alongwith the audited financial statements for the year ended March 31 2016 for your perusalconsideration and adoption.

Financial Highlights

The financial performance for the fiscal 2016 is summarised in the following table

Particulars Standalone
2015-16 2014-2015
Income from Operations 6686.23 8604.44
Other Operating Income 149.07 108.79
Other Income 95.18 24.38
Total Income 6930.47 8737.61
Operating & Administrative Expenses 5463.79 7112.27
Operating Profit before Interest Depreciation and Tax 1468.21 1625.34
Interest and Financial Charges 1618.32 1584.94
Depreciation and Amortisation 842.02 835.24
Profit Before Tax (993.66) (794.84)
Tax Expenses 5.05 (0.14)
Short Provisions for Taxes --
Profit After Tax (998.70) (794.70)

Financial and Operational Performance

Your Company has achieved a turnover of rs 6835.30 Lac and a net loss of H998.70 Lacfor the financial year ended March 31 2016 as against a turnover H8713.23 Lac and netloss of H794.70 respectively during the previous year. Depreciation and amortizationcharge was increased from Rs 835.24 lac to Rs 842.02 lac during the financial year2015-16.

Interest charges were increased from rs 1584.93 lac to Rs 1618.32 lac during thefinancial year 2015-16. Employee benefit expenses have increase fromH499.20 lac to Rs638.66 lac making an increase of 27.94%. It signifies that the Company has beenconstantly making efforts to boost up its human resources and invested in bringingexperienced professionals in the organisation.

Outlook

The Company has taken a number of steps to sustain its leadership position in themarket and has been strengthening its relationships with its customers. In addition it isalso making constant efforts to add new customers and widen its customer base.

The combination of additional capacity of our new plant i.e. 15000 MTPA and integrationhas had a positive impact on the Company’s operating margins. Your Company believesto strengthen its topline and margins in the coming years.

We have received all approvals from different customers that validate our productquality.

The Company continued its focus on strengthening local manufacturing capabilities.However it also analyzed the trends in the steel industry and adapted to rapiddevelopment occurring in the world of steel. The Company has adopted strategic measures tominimize the adverse macro-economic implications.

Share Capital

The Company on January 25 2016 allotted 1000000 Equity Shares of nominal value of H10/- each at a price of H 45.00/- per equity share including premium of H 35.00/- perequity share to Promoters of the Company against an option attached to the Warrants toconvert each warrant into fully paid up Equity Share exercised by them with respect1000000 Warrants allotted to them on October 10 2014 on preferential basis inaccordance with approval of shareholders under Section 62(1)(c) of the Companies Act 2013in the Extraordinary General Meeting held on August 14 2014.

Credit Rating

Your company hasmanagedtoaffirm for its long-term and short-term-bank facilities. Therewas no further revision in the ratings signifies that company is somehow managing thingseven if delay and cost overruns in the new project. The Company expects to improve itsratings in the coming year through capacity utilisation with substantial marketingefforts.

Investors’ Relations and Grievances

All the shareholders’/investors’ complaints/grievances received during thefinancial year have been resolved and there were no investor grievances pending as onMarch 31 2016. A confirmation to this effect has been obtained from the Company’sRegistrar and Share Transfer Agent and authentication of the same can be verified from theSCORES website at http://scores.gov.in. The details regarding investor complaints receivedand resolved during the year are mentioned in the report on Corporate Governance annexedto this report.

Management Discussion and Analysis Report

A detailed review of operations performance and future outlook of the Company iscovered under a separate Annexure to this report as Management’s Discussion &Analysis.

Directors

In accordance with the provisions of the Companies Act 2013 Shri Vikram B. SanghviDirector of the Company will retire by rotation at the ensuing Annual General Meeting andis eligible for re-appointment.

Dr. Aruna Khasgiwala appointed as additional director of the Company at Board Meetingheld on May 29 2015 in accordance with the provisions of the Companies Act 2013 andresignation of Mrs. Jyoti Meghani accepted in the said Meeting of Board of Directors.

Key Managerial Personnel

Shri Jayantilal B Sanghvi Managing Director Shri Vikram B. Sanghvi Whole timeDirector & CFO and Mr. Keval Thakkar Company Secretary are Key Managerial Personnelof the Company.

During the year Shri Sagar Pandya resigned as Company Secretary & Complianceofficer with effect from October 30 2015 and Shri Keval Thakkar was appointed as CompanySecretary & Compliance officer with effect from December 01 2015.

Meeting of the Board

During the year from April 2015 to March 2016 4 Board Meetings were convened and held.The details of the Board Meeting with regards to the Dates and attendance of each Directorthereat have been provided in the Corporate Governance Report. The intervening gap betweenthe MeetingstheCAREDrating was within the period prescribed under the Companies Act 2013.

Amount Transferred To Reserves

The Board of Directors has not recommended transfer of any amount of profit to reserve.

Declaration Given by Independent Directors

The Independent Directors of the Company have given the declarations to the Companythat they meet the criteria of independence as provided in Section 149(6) of the CompaniesAct 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI ( Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees.

Evaluation Criteria: a. For Independent Directors :-

• Professional conduct

• Duties Role integrity and functions

• Knowledge and Skills b. For Executive Directors :-

• Professional Conduct and Integrity

• Sharing of Information with the Board

• Key Performance in achievement of Goals

The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

Pursuant to the provision of Section 177 (8) of the Companies Act 2013 AuditCommittee consists of All Independent Directors as mentioned in below table. The Committeeinteralia reviews the Internal Control System Reports of Internal Auditors and Complianceof various regulations. The Committee also reviews at length the financial statementsbefore they are placed before the Board Composition of the Committee is as below:

Name Designation Category
Shri Ram S Kaushal Chairman Non-Executive and Independent
Shri Baba Pai Member Non-Executive and Independent
Shri Vikram B Sanghvi Member Executive and Non- Independent
Shri Shantaram Yarlagadda Member Non-Executive and Independent

Vigil Mechanism / Whistle Blower

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a VigilMechanism or ‘Whistle Blower Policy’ for directors employees and otherstakeholders to report genuine concerns has been established. The same is also relatedparty transactions made by the Company uploaded on the website of the Companyi.e.http://www. sanghviforge.com/pdf/whisler_blower_policy.pdf

Internal Financial Control

The Company’s internal control procedure which includes internal financialcontrols ensure compliance with various policies ractices and statutes and keeping inview the organisation’s pace of growth and increasing complexity of operations. Theinternal auditor’s team carries out extensive audits throughout the year across alllocations and across all functional areas and submits its reports to the Audit Committeeof the Board of Directors.

Corporate Social Responsibility

The Company having regard to its size and scope is generally compliant with relevantguidelines on Corporate Social Responsibility (CSR) even though not presently applicableto the Company. The Board has also constituted a committee in accordance with Section 135of the Companies Act 2013 to mentor and monitor CSR activities.

The call of fulfilling our CSR activities has sincerely been taken by us and we accordas much significance to CSR as any business project and the results are there for everyoneto see. Dedicated need-based interventions have been initiated in areas where we operate.Enabling local people by fostering self-reliance is the motive behind our communitydevelopment efforts.

Therefore our interventions are structured around promoting education as well asinformal education of Tribal Children generating livelihood empowering women andoverall social mobility.

Your Company is also constantly making efforts to maintain a greener planet and reduceits carbon footprint as much as possible. Through financial contributions and activeparticipation of employees your Company provides support to non-profit organisation thataddress community sustainability. Your Company contributed through donations rain waterharvesting sponsorship and by participating in various activities.

Policy on Nomination and Remuneration

The contents of Nomination and Remuneration Policy of the Company prepared inaccordance with the provisions of Section178 of the Companies Act 2013 and Regulation 19of the SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 are providedin the Corporate Governance Report.

Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained during the yearfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval. The Company has developed a Related PartyTransactions policy for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website i.e. http:// www.sanghviforge.com/pdf/related_party_transaction.pdf

Report on Corporate Governance

A separate Section on Corporate Governance is forming

M/s part of the Annual Report and the Certificate

Samdani Shah and Associates Company Secretaries

Vadodara the Company’s Secretarial Auditors confirming the compliance ofconditions on Corporate Governance as stipulated under Clause 49 of Listing Agreement andSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached to the report on corporate governance.

Fixed Deposits

Your Directors report that the Company has not accepted any deposits during the currentfinancial year.

Insurance

Your Directors confirm that all the properties and insurable interests of the Companyincluding buildings plant and machinery and stocks have been adequately insured.

Loan Guarantee or Investment

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Listing of Shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 533411 and on the National Stock Exchange of India Limited (NSE) with scrip code ofSANGHVIFOR. The Company confirms that the annual listing fees to both the stock exchangesfor the financial year 2016-17 have been paid.

Subsidiary Company

Company has its Wholly Owned Subsidiary Company in Netherlands in the name of“Sanghvi Europe BV”.

Statement containing salient features of the financial statement ofsubsidiaries/associate companies / joint ventures is attached in Form AOC-I in SeparateSection of this Annual Report.

Familiarisation Programme for Independent Directors

The details of programmes for familiarization of Independent Directors and trainingwith the Company care has their roles rights responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company and relatedmatters are put up on the website of the Company i.e.http://www.sanghviforge.com/pdf/familiarisation_program.pdf

Auditors

Statutory Auditor

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. Shah &Bhandari Chartered Accountants Statutory Auditors who retires at the conclusion of theensuing Annual General Meeting and being eligible offer themselves for appointment.

The Directors recommend the ratification and reappointment of M/s. Shah & Bhandarifor the financial year 2016-17 and seek approval of Members.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Samdani Shah & Associates Practicing Company Secretary Vadodara toundertake the Secretarial Audit of the Company for the FY 2016-17. The Report of theSecretarial Audit Report is annexed here with as “Annexure A”.There is noqualification in the Secretarial

Report submitted by M/s. Samdani Shah & Associates to the Company.

Internal Auditor

The Board of Directors has appointed M/s Parikh Mehta & Associates CharteredAccountants as Internal Auditors of the Company for the F.Y. 2016-17 Pursuant to theprovisions of Section 138 of the Companies Act 2013 and The Companies (Accounts) Rules2014.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the annual financial statement for the year ended March31 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures if any

(b) that the accounting policies to the financial statement have been selected andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company as at March 312016 and of the profit and loss of the company on that date; been taken for (c) thatproper and the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) that the annual financial statement on agoing concern basis; and (e) that the proper internal financial controls were in place andthat the internal financial controls were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

Human Resources

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. developA significant leadership as wellas technical/ functional capabilities in order to meet future talent requirement.

The Company’s HR processes such as hiring and onboarding fair transparent onlineperformance evaluation and talent management process state-of-the-art workmen developmentprocess and market aligned policies have been seen as benchmark practices in theIndustry. Pursuant to The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 notified on December 9 2013 the Company has set up a Committeeto look into complaints under the said Act. The Company has not received any complaintsrelating to sexual harassment at work place from any woman employee during the year.

Disclosure by Senior Management Personnel I.e. one level below the Board Including allHODs

None of the senior management personnel have undertaken financial and commercialtransactions with the Company where they have personal interest that would have apotential conflict with the interest of the Company at large.

Disclosure

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on theseitems during the year under review:by the No significant

Regulators or Courts or Tribunals which impact the going concern status andCompany’s operations in future.

Material Changes and Commitments

Your Directors are of the opinion that there are no material changes and commitmentsaffecting financial position of the Company which have occurred between end of financialyear of the

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as “Annexure B”.

Conservation of Energy

The Company has taken several steps towards conserving energy through its‘Sustainability’ initiatives disclosed separately in the Annual Report. Theinformation on Conservation of Energy as required under Section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is providedin “Annexure D” of this Annual Report.

Safety Health and Environment

The Company has continuously exercised effective safety health and environmentpolicies. Water and air pollution control measures are successfully operated andindustrial trade effluents are used for gardening. The tree plantation at the factory siteis maintained properly and the same shall be duly taken care of at our new plant.

Ratio of Remuneration of Director

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as “Annexure C”.

Dividend

The Directors of your Company express their inability to recommend any dividend for theFY 2015-16 due to the current financial situation of the Company. However your Company isharbouring a positive outlook for the next fiscal with good returns in terms of revenueand profitability.

Risk Management

The Constitution of Risk Management Committee is not applicable the company however thecompany has voluntarily constituted Risk management Committee to monitor the risk and totake actions on deviations.

Acknowledgement

Your Directors express their sincere appreciation for the wholehearted and continuedsupport assistance and cooperation extended by the shareholders banks supplierscustomers employees and all concerned towards the Company during the year under review.

On the behalf of the Board of Directors andthe date of this report.
Place: Vadodara Babulal S Sanghvi
Date : May 25 2016 Chairman

Annexure-A to Board’s Report

Form MR-3

Secretarial Audit Report for the Financial Year ended 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Sanghvi Forging and Engineering Limited

244/67 GIDC Industrial Estate Waghodia Vadodara - 391760 Gujarat.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Sanghvi Forging andEngineering Limited (hereinafter referred to as ‘the company’). SecretarialAudit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s Books Papers Minute Books Forms andReturns filed and other records maintained by the company and also the informationprovided by the company its officers agents and authorized representatives during theconduct of Secretarial Audit we hereby report that in our opinion the company hasduring the audit period covering the Financial Year ended on March 31 2016 complied withthe statutory provisions listed hereunder and also that the company has properBoard-Processes and Compliance-Mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the Books Papers Minute Books

Forms and Returns filed and other records maintained by the Company for the FinancialYear ended on March 31 2016 according to the provisions of: i. The Companies Act 2013(the Act) and the rules made there under; ii. The Securities Contracts (Regulation) Act1956 (SCRA) and the rules made thereunder; iii. The Depositories Act 1996 and theRegulations and

Bye-laws framed there under; iv. Foreign Exchange Management Act 1999 and the rulesand regulations made there under to the extent of Foreign Direct Investment OverseasDirect

Investment and External Commercial Borrowings; v. The following Regulations andGuidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBIAct):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulation 1993 regarding the Companies Act and dealing with client.

We further report that there were no actions/events in pursuance of the followingregulations requiring compliance thereof by the company during the period of thisreport:-(a) The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations 2008;

(b) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(c) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(d) The Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations 2009;

(e) The Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations 2014;

We have also examined compliance with the applicable clauses/regulations of thefollowing: (i) The company has generally complied with the Secretarial Standards issued byThe Institute of Company Secretaries of India (applicable w.e.f 1st July 2015);

(ii) The Listing Agreement entered into by the Company with stock Exchanges and/orSecurities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that the Board of directors of the company is duly constitutedwith proper balance of executive directors non-executive directors and independentdirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Board Meetings Agendaand detailed notes on Agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarification on the Agenda items beforethe meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded. Wefurther report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith all the applicable laws rules regulations and guidelines.

We further report that during the audit period there were no specific instances inpursuance of the above referred laws rules regulations guidelines etc. having a majorbearing on the Company’s affairs.

Suresh Kumar Kabra

Partner

Samdani Shah & Asso.

Company Secretaries

ACS # 9711 CP # 9927

Vadodara 25th May 2016

This Report is to be read with our letter of even date which is annexed as Appendix Aand forms an integral part of this report.

Appendix A

To

The Members

Sanghvi Forging and Engineering Limited

244/67 GIDC Industrial Estate Waghodia Vadodara - 391760 Gujarat.

Our report of event date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimitedtotheverification procedureson test basis. of

5. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the management has conducted theaffairs of the company.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness with which the management has conducted theaffairs of the company.

Suresh Kumar Kabra

Partner

Samdani Shah & Asso.

Company Secretaries

ACS # 9711 CP # 9927

Vadodara 25th May 2016

Annexure-C to Board’s Report

Details pertaining to remuneration as required under section 197(12) of the companiesact 2013 read with rule 5(1) of the Companies (Appointment and remuneration of managerialpersonnel) rules 2014.

i) The Ratio of remuneration of each Director to the median remuneration of theemployee of the Company for the financial year 2015-16. The percentage increase inremuneration of each Director Chief Financial Officerand Company Secretary during thefinancial year 2015-16 is as under:

Sl No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2015- 2016 (Rs In Lacs) Ratio of remuneration of each Director/to median remuneration of employee % increase in Remuneration in the Financial Year
1 Shri. Babulal S. Sanghvi – Wholetime Director 24.61 18 : 1 20
2 Shri. Jayanti B. Sanghvi – Managing Director 20.60 15 : 1 20
3 Shri. Naresh B. Sanghvi - Wholetime Director 20.47 15 : 1 20
4 Shri. Vikram B. Sanghvi - Wholetime Director and CFO 20.47 15 : 1 20
5 Mr. Sagar Pandya – Company Secretary * 2.33 - -
6 Mr. Keval Thakkar** 1.00 - -

Note: No other Director other than Wholetime Director and Managing Director receivedany remuneration other than sitting fees during the financial year 2015-16

* Details not given as he was Company Secretary for the part of financial year i.e. upto October 30 2015

** Details not give as he is Company Secretary for the Part of financial year i.e. fromDecember 01 2015

ii) The median remuneration of employee of the Company during the financial yearwasH.1.34 Lacs

iii) In the financial year there was an increase of percentage % in the medianremuneration of employees. - NA

iv) There were 249 permanent employees on the rolls of the Company as on March 312016.

v) Relationship between average increase in remuneration and company performance:

There is no direct relationship with Company performance in view of the loss incurred.Routine increments cost of living and employee retention are as per policy of theCompany.

vi) Comparison of remuneration of the Key Managerial Personnel against the performanceof the Company: The Company reported a loss during the year. Remuneration of KeyManagerial Personnel has been detailed in MGT-9 : Extract of Annual Return.

vii) Variation in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in market quotations of the shares of the Company in comparison tothe rate at which the Company come out with last public offer :

Closing market price per share (Rs) Percentage Decrease Price earnings ratio Market capitalisation (Rs In Lacs)
March March March March March March
31 2015 31 2016 31 2015 31 2016 31 2015 31 2016
BSE 43.10 41.10 4.64% * * 5987.57 5709.72
NSE 45.85 41.35 9.81% * * 6369.60 5744.45

The Company’s shares are listed on BSE Limited and National Stock Exchange ofIndia Limited. * PE ratio not computed as EPS is negative.

viii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the financial year 2015-2016 was 11%.

ix) The key parameters for the variable component of remuneration availed by thedirectors and considered by the Board of Directors based on the recommendation of theNomination and Remuneration Committee as per Remuneration Policy for Directors and SeniorManagement.

x) The ratio of the remuneration of the highest paid director to that of the employeewho are not directors but receive remuneration in excess of the highest paid directorduring the year: The Wholetime Director Mr. Babulal Sanghvi is the highest paid Director.No employee received remuneration higher than Mr. Babulal Sanghvi.

xi) It is hereby affirmed that the remuneration paid during the year ended March 2016is as per Remuneration policy of the Company.

On the behalf of the Board of Director
Place: Vadodara Babulal S. Sanghvi
Date : May 25 2016 Chairman

Annexure-D to Board’s Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

A. Conservation of Energy

(i) Steps taken or impact on conservation of energy;

Energy saving in terms of electricity consumption is our prime concern. The Companyutilises several systems to conserve energy. Well planned preventive maintenance measuresimproved our operational efficiency.

(ii) Steps taken by the company for utilising alternate sources of energy;

Water and air pollution control measures are in place and industrial trade effluentsare used for gardening after adjusting the PH. The Tree plantation at the factory site ismaintained properly.

(iii) Capital investment on energy conservation equipments;

During the year company has not invested in energy conservation equipments.

B. Technology absorption

(i) Efforts made towards technology absorption;

Continuous emphasis on significant manufacturing facility to improve product quality.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution;

Overall annual production increased through maximum utilisation of production capacity.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

a the details of technology imported;
b the year of import;
c whether the technology been fully absorbed; Not applicable
d if not fully absorbed areas where absorption has not taken place and the reasons thereof; and

(iv) Expenditure incurred on Research and Development.

The Company has undertaken no R & D activities

C. Foreign Exchange Earnings And Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

Earnings in foreign currency (on receipt basis)

(Rs In lac)
Particulars Amount Amount
2016-17 upgradingof 2015-16
F.O.B. value of export 1788.45 1136.75
Total 1788.45 1136.75

Expenditure in foreign currency (on payment basis)

(Rs In lac)
Particulars Amount Amount
2016-17 2015-16
CIF value of import 140.65 637.90
Other miscellaneous 102.32 222.73
Total 242.97 860.63

 

On the behalf of the Board of Director
Place: Vadodara Babulal S. Sanghvi
Date : May 25 2016 Chairman

Statement containing salient features of the financial statement of subsidiaries/associate companies/ joint ventures

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in H )

Sr. No. Particulars Details
1 Sl. No. 1
2 Name of the subsidiary Sanghvi Europe B.V.
3 Reporting period for the subsidiary concerned if different from the holding company’s reporting period January to December 2015
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. Currency : EURO Exchange rate : 75.10
5 Share capital EURO 100
6 Reserves & surplus 813659.74
7 Total assets 29260737.50
8 Total Liabilities 29260737.50
9 Investments 0.00
10 Turnover 32958680.02
11 Profit before taxation 611544.72
12 Provision for taxation 79877.89
13 Profit after taxation 531666.83
14 Proposed Dividend -
15 % of shareholding 100 %

Notes: The following information shall be furnished at the end of the statement: 1.Names of subsidiaries which are yet to commence operations: NA

2. Names of subsidiaries which have been liquidated or sold during the year. : NA

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures :- NA

For Sanghvi Forging and Engineering Limited
Place: Vadodara Babulal S. Sanghvi
Date : May 25 2016 Chairman