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Sanghvi Movers Ltd.

BSE: 530073 Sector: Engineering
NSE: SANGHVIMOV ISIN Code: INE989A01024
BSE LIVE 15:58 | 18 Aug 145.85 -0.15
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145.00

HIGH

147.80

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NSE 15:45 | 18 Aug 144.85 -0.50
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HIGH

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OPEN 145.00
PREVIOUS CLOSE 146.00
VOLUME 41483
52-Week high 280.00
52-Week low 140.00
P/E 7.87
Mkt Cap.(Rs cr) 632
Buy Price 145.85
Buy Qty 267.00
Sell Price 0.00
Sell Qty 0.00
OPEN 145.00
CLOSE 146.00
VOLUME 41483
52-Week high 280.00
52-Week low 140.00
P/E 7.87
Mkt Cap.(Rs cr) 632
Buy Price 145.85
Buy Qty 267.00
Sell Price 0.00
Sell Qty 0.00

Sanghvi Movers Ltd. (SANGHVIMOV) - Director Report

Company director report

Your Directors are pleased to present the Twenty-seventh Annual Report and AuditedFinancial Statements of your Company for the year ended 31s March 2016.

Financial Results 2015-2016 2014-2015
Total Income 53948.96 31562.58
Total Expenditure 17717.51 12974.23
Profit before Interest and Depreciation 36231.45 18588.35
Interest 5415.60 4266.68
Depreciation 12631.68 12001.67
Profit Before Tax 18184.17 2320.00
Provision for Taxation 6492.81 1514.10
Profit after Tax 11691.35 805.90
Surplus brought forward from last year 20979.21 20443.81
Profit available for Appropriation 32670.56 21239.71
Appropriations:
Transfer to General Reserves 0.00 0.00
Dividend 1298.64 216.44
Tax on Dividend 264.37 44.06
Surplus carried forward to Balance Sheet 31107.55 20979.21

BUSINESS REVIEW

During the year under report your Company generated revenue of ' 53949 Lakhs anincrease of 71% as compared to the previous year and the net profit of ' 11691 Lakhs ascompared to the previous year's net profit of ' 806 Lakhs.

POWER GENERATION

Your Company has been earning regular income from the business of power generation fromwindmills commissioned in Jaisalmer Rajasthan and Chitradurga Karnataka. Total Incomeearned out of Wind Power Generation was ' 141 Lakhs.

DIVIDEND

The Company declared Interim Dividend during the Financial Year ended 31stMarch 2016 amounting to ' 3/- per Equity Share (150%) on the Equity Share face value of '2/- each aggregating to ' 1299 Lakhs (exclusive of tax on dividend). The Interim Dividendhas been paid to the eligible members on 29th March 2016 and the same istreated as final dividend by the Board of Directors.

TRANSFER TO RESERVES

The Company proposes to retain the balance amount in the profit and loss account.

SHARE CAPITAL

The paid up equity capital as on 31st March 2016 was ' 86576000/-. Duringthe period under review the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity.

FINANCE

During the year under review the Company has availed financial assistance from AxisBank The Saraswat Co-operative Bank HDFC Bank Bank of Baroda State Bank of India andICICI Bank. The Company is enjoying working capital facilities from State Bank of India.Total Secured Loan outstanding as of 31s March 2016 was ' 58791 Lakhs. TheCompany is regular in its repayment obligation with its banks. Your Company has received'1CRA A plus' as credit rating for long term loans which indicates adequate degree ofsafety in respect of bank loan profile of the Company and '1CRA A1' as credit rating forshort term loans.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by Company aregiven in the notes to the financial statements.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. As of 31sMarch 2016 there are no fixed deposits outstanding.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the year under review there were no foreign exchange earnings and the foreignexchange outgo amounted to ' 46101 Lakhs.

ACCOUNTS

The accounts read with the notes thereon are self-explanatory and hence do not call forany explanatory statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the financial year wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

The statement that the transactions are at arm's length and in the ordinary course ofbusiness is supported by a Certificate from the Managing Director. The Company has alsoobtained the certificate from a Chartered Accountant on periodical basis. All relatedparty transactions are placed before the Audit Committee for their approval and to theBoard as and when required. 1n certain cases prior omnibus approval of the AuditCommittee is obtained on a yearly basis. The transactions entered into pursuant to theomnibus approval so granted are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website i.e. http://www.sanghvicranes.com/media/SML RPT.pdf. Pursuant to theprovisions of Section 134 (3) (h) of the Companies Act 2013 the particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 and prescribed in Form AOC - 2 of Companies (Accounts) Rules 2014 are appended as "AnnexureE" to this report.

INSURANCE

The assets of the Company including buildings sheds machinery cranes etc. areadequately insured.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31STMARCH 2016 AND 11™ AUGUST 2016 (DATE OF THEREPORT)

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31 March 2016) and the date of the Report (11August 2016). There have been no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of this report.

DIRECTORS

Mrs. Mina C. Sanghvi & Mr. Sham D. Kajale are liable to retire by rotation andbeing eligible offer themselves for reappointment. All 1ndependent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. Based on the recommendation of Nomination & Remuneration Committeethe Board of Directors of the Company in its meeting held on 25 May 2016 re-appointed Mr.C. R Sanghvi as Managing Director of the Company for a term of five years with effectfrom 01s October 2016. A proposal for his re-appointment as the ManagingDirector of the Company and remuneration payable to him is being placed before the membersof the Company for their approval at the ensuing Annual General Meeting.

At its meeting held on 05th February 2016 the Board appointed Mr. MadhukarV. Kotwal as an Additional Director on the Board. He holds office as such till conclusionof the ensuing Annual General Meeting of the Company. Further at its meeting held on 11August 2016 the Board has recommended his appointment as Independent Non ExecutiveDirector on the Board to the members of the Company.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has framed various programmes to familiarize the Independent Directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company etc. The details of suchprogrammes have been disclosed on the Company's website at the following link:http://www.sanghvicranes.com/media/SML FPFID.pdf

BOARD EVALUATION

Rursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the Directors individually as well as the evaluation of the working ofits Audit Appointment & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration is annexed herewith as "Annexure A".

NUMBER OF MEETINGS OF THE BOARD

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year five Board Meetings were convened and held the details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined. To maintain its objectivity and independence the

Internal Auditor reports to the Chairman of the Audit Committee of the Board &also to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

a. Statutory Auditors

B S R & Co. LLP! Chartered Accountants Pune (Firm Registration No.101248W/W100022allotted by the Institute of Chartered Accountants of India) who are the StatutoryAuditors of the Company hold office until the conclusion of the thirtieth Annual GeneralMeeting of the Company to be held in the year 2019 subject to ratification of theirappointment at every Annual General Meeting. The resolution seeking Member's ratificationfor the appointment of M/s. B S R & Co. LLP Chartered Accountants Pune is includedin item no. 5 of the Notice convening the Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendments andmodifications thereof the Company has appointed M/s. Kanj & Associates PractisingCompany Secretaries to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is annexed herewith as "Annexure B".

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

COMMENTS ON AUDITORS' REPORT

There are no qualifications reservations or adverse remarks or disclaimers made by B SR & Co. LLP Statutory Auditors.

Secretarial Audit : The delay in filing of forms was on account of technical groundsand the Company has ensured to file the same within stipulated time.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of the Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 the extract ofAnnual return of the Company for the financial year ended on 3f March 2016 is provided inthe "Annexure C" to the Directors' Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In accordance with the Guidelines of the Securities and Exchange Board of India andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and theprovisions of the Companies Act 2013 Report on Corporate Governance with Auditor'scertificate Management Discussion & Analysis Report are annexed and forms part ofannual report.

Your Company is fully compliant with the Corporate Governance guidelines as laid outin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. All theDirectors (and also the members of the Senior Management) have affirmed in writing theircompliance with and adherence to the Code of Conduct adopted by the Company. The detailsof the Code of Conduct are furnished in the Corporate Governance Report attached to thisReport. The Managing Director has given a certificate of compliance with the Code ofConduct which forms part of the Corporate Governance Report as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Statutory Auditors of the Company have examined the requirements of CorporateGovernance with reference to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and have certified the Compliance as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Certificate in this regardis attached to the Corporate Governance Report.

The Managing Director / Chief Financial Officer (CEO/CFO) certification as requiredunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attachedto the Corporate Governance Report. Related Party disclosures/transactions are detailed innote no. 33 of the Notes to the financial statements.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has constituted aRisk Management Committee. The Company has a Risk Management framework to identifyevaluate business risks and opportunities. This framework seeks to minimize adverse impacton the business objectives and enhance the Company's competitive advantage. The riskframework defines the risk management approach across the enterprise at various levels. Tostrengthen the risk management framework the Company has formed segment level riskcommittees to identify analyze and mitigate the potential risks.

KEY MANAGERIAL PERSONNEL

At the Board Meeting held on 30 May 2014 Mr. C. P. Sanghvi Managing Director Mr.Sham D. Kajale Executive Director & CFO and Mr. Rajesh P. Likhite Company Secretarywere designated as "Key Managerial Personnel" of the Company pursuant toSections 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules are provided in the "Annexure D" ofthe Directors' Report.

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 the Board of Directors had approved thePolicy on Vigil Mechanism/ Whistle Blower and the same is hosted on the website of theCompany at following link: http://www.sanghvicranes.com/media/SML vigil mechanism.pdf

During the year nil complaints were received. Brief details about the policy areprovided in the Corporate Governance Report attached herewith.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted the Corporate SocialResponsibility Committee (CSR Committee) comprising of Mrs. Mina C. Sanghvi - ChairmanMr. Dara Damania and Mr. S Padmanabhan as members of the Committee as per the requirementof the Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014. As on 3f March 2016 the Committee comprises threeDirectors. The said Committee has formulated the CSR Policy indicating the activities tobe undertaken by the Company monitoring the implementation of the frame work of the CSRPolicy and recommending the amount to be spent on CSR activities. Additionally the CSRPolicy has been uploaded on the website of the Company at http://www.sanghvicranes.com/media/ CORPORATESOCIALRESPONSBILITYCOMMITTEE.pdf.

The Company has incurred expenditure on various CSR activities aggregating to ' 39.20Lakhs during the financial year 2015-16. The detailed report on the CSR activities isattached as "Annexure F".

SECRETARIAL STANDARDS

The Company will comply with the Secretarial Standards issued by The Institute ofCompany Secretaries of India (1CS1) as and when they are made effective.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy. 1nternal Complaints Committee(s) (1CC) has been set up across all its locations in1ndia to redress complaints received regarding sexual harassment. The cases reported tosuch Committee(s) are investigated by the respective Committee(s) members and the detailedreport thereon is presented to the Board of Directors on a regular basis. During the yearnil cases were reported to the Committee.

The Board confirms that as at 31st March 2016 there were no pending casesof anti-harassment in the Company.

PERSONNEL

Your Directors express their deep appreciation for the dedicated and sincere servicesrendered by the employees at all levels. Employee relations have been cordial.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude and appreciation to thebanks esteemed clients and valued investors for their continued co-operation and support.Your Directors also take this opportunity to acknowledge the hard work dedicated effortsmade by the employees of the Company at all levels for their contribution to the successachieved by the Company.

For & on behalf of the Board of Directors
For Sanghvi Movers Limited
Pune 11 August 2016 C. P. Sanghvi
Chairman & Managing Director
Registered Office: (DIN: 00116599)
Survey No. 92 Tathawade
Taluka Mulshi Pune 411033
CIN: L29150PN1989PLC054143
Tel No. +91 (20) 66744700
Fax No: +91 (20) 66744724