Your Directors take pleasure in presenting the Twenty-ninth Annual Report on thebusiness and operations of the Company together with Audited Financial Statements of theCompany for the year ended 31st March 2018.
| || ||(Rs. in Lakhs) |
|Financial Results ||2017-2018 ||2016-2017 |
|Total Income ||24845.22 ||56288.21 |
|Total Expenditure ||14483.64 ||18665.94 |
|Profit before Interest and Depreciation ||10361.57 ||37622.27 |
|Interest ||5474.94 ||6474.00 |
|Depreciation ||13673.44 ||14998.45 |
|Profit Before Tax ||(8786.81) ||16149.82 |
|Provision for Taxation ||(3038.83) ||5231.99 |
|Profit after Tax ||(5747.98) ||10917.83 |
|Surplus brought forward from last year ||40369.96 ||31536.17 |
|Profit available forAppropriation ||34621.98 ||42454.01 |
|Appropriations: || || |
|Transfer to General Reserves ||0 ||0 |
|Dividend ||0 ||1731.52 |
|Tax on Dividend ||0 ||352.53 |
|Surplus carried forward to Balance Sheet ||34621.98 ||40369.96 |
BUSINESS REVIEW/COMPANY'S PERFORMANCE
During the year under report your Company generated revenue of Rs. 24845.22 Lakhs(previous year: Rs. 56288.21 Lakhs) and the Net Loss to the tune of Rs. 5747.98 Lakhsas compared to the previous year's Net profit ofRs. 10917.84 Lakhs. Post March 2017 theCompany has witnessed huge turbulence in terms of its order book which was primarilydominated by Wind Mill Sector. Due to sudden and unexpected change in the businessscenario and more particularly in the wind mill sector (which has contributed more than70% of our revenue during last financial year) the company's financial performance hasseverely affected in the financial year 2017-18.
In FY 2016-17 nearly 82% of our business has come from Wind Mill & Power Sector.During FY 2017-18 both these sectors were having its own set of problems. Wind MillSector has played a dominant role in the revenue contribution of the Company since last7/8 years which has witnessed major setback in FY 2017-18 and that has badly affected ourbusiness volume. Lack of business opportunities coupled with cut-throat competition hadput additional stress on the pricing power of the company. All these factors have taken ahuge toll on the Company's financial performance and the Company has posted net loss ofRs. 5747.98 Lakhs for the financial year ended 31st March 2018.
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 Rs. 148.80 Lakhs.
In view of the loss the Board of Directors expresses its inability to recommend anydividend on equity shares for the year under review.
The paid up equity capital as on 31st March 2018 was Rs. 86576000/-.During the period under review the company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
During the year under review the Company has availed financial assistance from AxisBank The Saraswat Co-operative Bank ICICI Bank IDBI Bank Bank of Baroda and State Bankof India. The costs of credit facilities (including interest rate) availed from thesebanks are constantly been reduced through proactive financial management coupled withnegotiations with bankers. Other cost effective financing techniques such as commercialpaper working capital demand loans bill discounting facility etc. are also being usedto bring down the cost of funds. The Company has also taken long-term loans at verycompetitive interest rates. The Company is enjoying working capital facilities from StateBank of India. Total Secured Loan outstanding as of 31st March 2018 was Rs.54232 Lakhs. The Company is regular in its repayment obligation with its banks.
During the year the following credit ratings were assigned to the Company:
ICRA A' as credit rating for long term loans which indicates adequate degree ofsafety in respect of bank loan profile of the Company and 'ICRA A1' as creditrating for short 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 ofthe investments made by Company aregiven in the notes to the financial statements.
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force). As of 31st March 2018there 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 Rs. 9703.90 Lakhs.
The accounts read with the notes thereon are self-explanatory and hence do not call forany explanatory statement. INSURANCE
The assets of the Company including buildings sheds machinery cranes etc. areadequately insured.
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. Form No. AOC-2 is annexed herewith as "AnnexureC".
All Related Party Transactions are placed before the Audit Committee for their approvaland to the Board as and when required. The policy on Related Party Transactions asapproved by the Board is uploaded on the Company's website i.e.http://www.sanghvicranes.com/media/SML RPT.pdf.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH 2018 AND 25th MAY 2018 (DATE OF THEREPORT)
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31st March 2018) and the date of theReport (25th May 2018). There have been no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end ofthe financial year of the Company to which the financial statements relate and the date ofthis report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control commensurate with its size andnature of business to ensure that the resources of the Company are used efficiently andeffectively all assets are safeguarded and protected against loss from unauthorized useor disposition and the transactions are authorised recorded and reported correctlyfinancial and other data are reliable for preparing financial information and other dataand for maintaining accountability of assets. The internal control is supplemented byextensive programme of internal audits review by management documented policiesguidelines and procedures.
The Audit Committee and Board is of the opinion that the Company's internal financialcontrols were adequate and effective during Financial year 2017-18 for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of accounting records and timely preparation ofreliable Financial disclosures.
PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company does not own any manufacturing facility and hence our processes are notenergy intensive. Hence particulars relating to conservation of energy and technologyabsorption stipulated in the Companies (Accounts) Rules2014 are not applicable.
a. Statutory Auditors
B S R & Co. LLP Chartered Accountants Pune (Firm Registration Number 101248Wallotted 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. Pursuant to the amendments in theCompanies Act 2013 effective from 07th May 2018 now there is no statutoryrequirement for yearly ratification of appointment of Statutory Auditors and theirappointments made earlier would be valid till thirtieth Annual General Meeting of theCompany.
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 & Co. LLP PractisingCompany Secretaries to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is annexed herewith as "Annexure A".
SUBSIDIARY COMPANIES ASSOCIATE COMPANIES & JOINT VENTURE
The Company does not have any subsidiary associate and joint venture.
DIRECTORS RETIRING BY ROTATION
Mr. Sham D. Kajale has done his Master's in Commerce and is the Associate Member of theInstitute of Cost Accountants of India. Mr. Sham D. Kajale is working with the companysince last 23 years and has been looking after Corporate Finance Accounts LegalTaxation Human Resource Management and other administrative functions. Considering hiscontribution and experience in overall Business Management the Board of Directors hasdecided to elevate him as Joint Managing Director to shoulder additional responsibilitiesin the Organization. He will continue to hold his position as CFO of the Company.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act 2013 and under Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.
NUMBER OF MEETINGS OF THE BOARD
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year four 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.
Pursuant to the provisions of the Companies Act 2013 SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 and SEBI circular no.SEBI/HO/CEFD/CIR/P/2017/004 dated January 05th 2017 the members of the
Board carried out a formal review for evaluating the performance and effectiveness ofthe Board Committees of the Board and of the individual Directors including the Chairmanof the Board.
The performance of the Board was evaluated on the basis of criteria such as the Boardcomposition and structure effectiveness of Board processes participation in assessmentof annual operating plan risks etc. Using appropriate criteria the performance of thevarious Committees was separately evaluated by the Board.
The details pertaining to the composition terms of reference and other details of theAudit Committee of the Board of Directors of your Company and the meetings thereof heldduring the financial year are given in the Report on Corporate Governance section formingpart of this Annual Report. The recommendations of the Audit Committee were accepted bythe Board of Directors of your Company from time to time during the year under report.
RISK MANAGEMENT COMMITTEE
Pursuant to Section 134 (3) (n) of the Companies Act 2013 and Regulation 21 of theSEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 the Company hasconstituted a Risk Management Committee. The Company has a Risk Management framework toidentify evaluate business risks and opportunities. This framework seeks to minimizeadverse impact on the business objectives and enhance the Company's competitive advantage.The risk framework defines the risk management approach across the enterprise at variouslevels. To strengthen the risk management framework company has formed segment level riskcommittees to identify analyze and mitigate the potential risks.
NOMINATION & REMUNERATION COMMITTEE
In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the Board has constituted Nomination & Remuneration Committee.
The Nomination & Remuneration Committee of the Board of Directors of Sanghvi MoversLimited consists of four members and all of them are Independent Directors. Mr. Vijay B.Mainkar - Chairman Mr. S. Padmanabhan Mr. Dara Damania and Mr. Pradeep R. Rathi asmembers of the Committee.
The Board of Directors of the Company has framed Remuneration Policy for selection andappointment of Directors Senior Management and their remuneration. The RemunerationPolicy has been uploaded on the website of the Company athttp://www.sanghvicranes.com/media/REMUNERATION POLICY.pdf.
Pursuant to the requirements of Section 178 of the Companies Act 2013 the salientfeatures of the Remuneration Policy of Sanghvi Movers Limited are as follows:
a. To formulate criteria for evaluation of Independent Directors and the Board;
b. To devise a policy on Board diversity;
c. To identifying persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down and recommend tothe Board their appointment and removal;
d. To evaluate the Whole-Time Director's performance in the light of established goalsand objectives;
e. To review and recommend the compensation for Whole-Time Directors to the Board;
f. To review and overseeing Company's employee benefit programs;
g. To carry an annual evaluation on its performance using the established procedures;
h. To advise management on employee hiring training development deployment andmotivation and internal communication and culture building.
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
According to the provisions of Regulation 25 (7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has framed various programmes tofamiliarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. The details of such programmes have been disclosed onthe Company's website at the following link: http://www.sanghvicranes.com/media/SMLFPFID.pdf.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company in accordance with the provisions of the Companies Act 2013 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 hasestablished a Vigil Mechanism and Whistle Blower Policy which provides a formal mechanismfor all Directors employees and other stakeholders of the Company to report to themanagement their genuine concerns or grievances about unethical behaviour actual orsuspected fraud and any violation of the Company's Code of conduct or ethics policy. Thepolicy also provides a direct access to the Chairman of the Audit Committee to makeprotective disclosures to the management about grievances or violation of the Company'sCode of Conduct.
The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time totime. During the year nil complaints were received. The policy is disclosed on theCompany's website in the following link: http://www.sanghvicranes.com/media/SML vigilmechanism.pdf
POLICY ON SUCCESSION PLANNING
The company has Policy on Sucession planning duly approved by the Board of Directors ofthe Company. The objective of this Policy is to ensure the orderly identification andselection of new Directors or Senior Management in the event of any vacancy whether suchvacancy exists by reason of an anticipated retirement an un-anticipated departure theexpansion of the size of the Company or otherwise.
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.
DETAILS OF FRAUD REPORTED BY THE AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHERTHAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:
There were no frauds reported by auditors under sub-section (12) of Section 143 of theCompanies Act 2017 during the financial year 2017-2018.
POLICIES OF THE COMPANY
The key policies adopted by the company are as follows:
|Sr. No. ||Name of the Policy |
|1. ||Archival Policy |
|2. ||Policy for determining materiality of events information |
|3. ||Terms of reference of Audit Committee |
|4. ||Terms of reference of Stakeholders Relationship Committee |
|5. ||Code of conduct for Board of Directors and Senior Management |
|6. ||Code of Fair Disclosure |
|7. ||Code for Insider Trading |
|8. ||CSR Policy |
|9. ||Familirisation Programme |
|10. ||Related Party Transactions Policy |
|11. ||Terms of appointment of Independent Director |
|12. ||Vigil Mechanism & whistle-blower Policy |
|13. ||Non-Executive and Independent Directors remuneration |
|14. ||Remuneration Policy |
|15. ||Anti Sexual Harassment Policy |
The policies are available on the website of the Company www.sanghvicranes.com.
QUALITY HEALTH SAFETY AND ENVIRONMENT (QHSE)
At Sanghvi Movers Limited Occupational Health and Safety of people is of the highestpriority and of utmost importance and we are committed to continual improvement inQuality Health Safety and Environment and necessary efforts were made in this directionin line with the Quality Safety Health and Environment Policy laid down by the Company.The Company has achieved certifications of OHSAS 18001:2007 (Occupational Health andSafety Management System) and ISO 9001:2015 & ISO 14001:2015. Your Company providedregular safety and skill up-gradation trainings to the employees wherever necessary.
KEY MANAGERIAL PERSONNEL
No changes in Key Managerial Personnel appointed by the Company in the Board Meetingheld on 30th May 2014 Mr. C. P. Sanghvi Mr. Sham D. Kajale and Mr. Rajesh P.Likhite were designated as "Key Managerial Personnel" of the Company pursuant toSections 2 (51) and 203 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. During the year under review theBoard of Directors of the Company changed the designation of Mr. Sham D. Kajale fromExecutive Director & CFO to Joint Managing Director of the company w.e.f. 13thNovember 2017.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors of the Company have constituted the Corporate SocialResponsibility Committee (CSR Committee) comprising of Mrs. Mina C. Sanghvi -Chairperson Mr. Dara Damania and Mr. S Padmanabhan as members of the Committee as perthe requirement of the Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014. As on 31st March 2018the Committee comprises three Directors. The said Committee has formulated the CSR Policyindicating the activities to be undertaken by the Company monitoring the implementationof the frame work of the CSR Policy and recommending the amount to be spent on CSRactivities. Additionally the CSR Policy has been uploaded on the website of the Companyat http://www.sanghvicranes.com/ media/ CORPORATESOCIALRESPONSBILITYCOMMITTEE.pdf.
Post March 2017 the Company has witnessed huge turbulence in terms of its order bookwhich was primarily dominated by Wind Mill Sector. Due to sudden and unexpected change inthe business scenario and more particularly in the wind mill sector (which has contributedmore than 70% of our revenue during last financial year) the company's financialperformance has severely affected in the financial year 2017-18.
In FY 2016-17 nearly 82% of our business has come from Wind Mill & Power Sector.During FY 2017-18 both these sectors were having its own set of problems. Wind MillSector has played a dominant role in the revenue contribution of the Company since last7/8 years which has witnessed major setback in FY 2017-18 and that has badly affected ourbusiness volume. Lack of business opportunities coupled with cut-throat competition hadput additional stress on the pricing power of the company. All these factors have taken ahuge toll on the Company's financial performance and the Company has posted net loss ofRs. 5748 Lakhs for the financial year ended 31st March 2018.
It is also to be noted here that the company has done major Capital Expenditure (Rs.71067 Lakhs) during last two financial years for purchase of various capacity cranes andhas borrowed long term loans for funding this Capex Plan. However due to sudden andunexpected change in the business environment the financial performance of the companyhas adversely affected in the Financial Year 2017-18. As a prudent practice themanagement has decided to give highest priority for repayment of bank loans and reduce thedebt to the extent possible. Therefore the company has incurred less expenditure on CSRactivities in the financial year 2017-18 than the amount mandatorily required to be spendunder the Companies Act 2013. The details on CSR report are provided in "AnnexureD".
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.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
In compliance with Regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 and the provisions of the Companies Act 2013 Report onCorporate Governance with Compliance Certificate from the Practicing Company Secretary andManagement Discussion & Analysis Report are annexed and form an integral part ofAnnual Report.
Your Company conducts its business with integrity and high standards of ethicalbehavior and in compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time. Taking intoconsideration crucial role of Independent Directors in bringing about good governanceyour Company continued its efforts in utilizing their expertise and involving them in allcritical decision making processes.
Your Company is fully compliant with the Corporate Governance guidelines as laid outin SEBI (Listing Obligation and Disclosure Requirements) Regulation 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 Obligation and Disclosure Requirements) Regulation 2015.
The Managing Director / Joint Managing Director & Chief Financial Officer (CEO/CFO)certification as required under SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 is attached to the Corporate Governance Report. Related Partydisclosures/transactions are detailed in note no. 23 ofthe Notes to the financialstatements.
COMMENTS ON AUDITORS' REPORT
Statutory Auditors: There are no qualifications reservations or adverse remarks ordisclaimers made by B S R & Co. LLP Statutory Auditors.
Secretarial Auditor: There are no qualifications reservations or adverse remarks ordisclaimers made by Kanj & Co. LLP Secretarial Auditors.
PARTICULARS OF EMPLOYEES
Pursuant to section 197(12) ofthe Act read with the relevant rules and having referredto provisions ofthe first proviso to Section 136(1) of the Act the Annual Report is beingsent to the members of the Company excluding details of particulars of employees andrelated disclosures. The said information/details are available for inspection at theRegistered Office ofthe Company during working hours on any working day. Any Memberinterested in obtaining this information may write to the Company Secretary and thisinformation would be provided on request.
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings.
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. Internal Complaints Committee(s) (ICC) has been set up across all its location inIndia to redress complaints received regarding sexual harassment. During the year nilcases were reported to the Committee. The Anti sexual Harassment Policy has been uploadedon the website of the Company at www.sanghvicranes.com/staging/media/SML%20Anti%20Sexual%20Harassment%20Policy WEB.pdf.
TRANSFER OF UNDERLYING SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY(IEPFA)
Pursuant to the provisions of Section 124 (6) of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer And Refunds)Rules 2016 Investor Education and Protection Fund Authority (Accounting Audit Transferand Refund) Amendment Rules 2017 ("IEPF Rules") and Ministry of CorporateAffairs general circular no. 12/2017 dated 16.10.2017 the Company was required totransfer the unclaimed dividends and the equity shares in respect of which dividends arenot claimed for the continuous period of seven years by any shareholder to the IEPF DematA/c as intimated by the IEPF Authority.
Accordingly the Company has transferred 39508 equity shares to Investor Education andProtection Fund Authority. The details of the shares transferred are available on thewebsite of the company www.sanghvicranes.com/media/ SML List of shares transferred toIEPF.pdf.
Your Directors take this opportunity to thank the Government of India concerned StateGovernments Government Authorities Business Associates Banks Financial InstitutionsCustomers Vendors and Service Providers for the valuable support and co-operationextended by them during the year.
Your Directors would also like to place on record their sincere thanks and appreciationfor the contribution consistent hard work dedication and commitment of our employees atall levels for their contribution to the success achieved by the Company.
| ||By Order of the Board of Directors |
| ||For Sanghvi Movers Limited |
| ||C. P. Sanghvi |
| ||Chairman & Managing Director |
| ||(DIN: 00116599) |
|Place: Pune || |
|Date: 25th May 2018 || |
|Registered Office: || |
|Survey No. 92 Tathawade Taluka Mulshi Pune 411033 || |
|CIN:L29150PN1989PLC054143 || |
|Tel. No. +91 (20) 66744700 || |
|Fax No: +91 (20) 66744724 || |
|Website: www.sanghvicranes.com || |
Annexure B to the Directors Report
Details of the Remuneration as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as follows:
| || || || || ||(Rs. in Lakhs) |
|Sr. No. ||Name of Director / KMP and Designation ||Remuneration of Director/ KMP for financial year 2017-18 ||% increase in Remuneration in the financial year 2017-18 ||Ratio of remuneration of each Director/KMP to median remuneration of employees ||Comparison of the remuneration of the KMP against the performance of the Company |
|1 ||Mr. C. P. Sanghvi Chairman & Managing Director ||219.03 ||-52.18 ||57 || |
During the year under report your Company generated revenue of Rs. 24845.22 Lakhs (previous year: Rs. 56288.21 Lakhs) and the Net Loss to the tune of Rs. 5747.98 Lakhs as compared to the previous year's Net profit of Rs. 10917.84 Lakhs.
|2 ||Mr. Sham D. Kajale Executive Director & CFO ||71.87 ||0.41 ||19 |
|3 ||Mr. Rajesh P. Likhite Company Secretary ||17.48 ||-3.97 ||5 |
a) The median remuneration of employees of the Company during the financial year2017-18 was Rs. 3.84 Lakhs.
b) In the financial year 2017-18 there was an average decrease of 15.23% in the medianremuneration of employees.
c) As on 31st March 2018 there were 206 permanent employees who were on thepayroll of the Company.
d) The average percentage increase/decrease in the salaries of employees excluding KeyManagerial Personnel was 8.27% over the previous year. The average decrease in thesalaries of Key Managerial Personnel was 50.23%. Due to sudden and unexpected change inthe business scenario the company's financial performance has severely affected in thefinancial year 2017-18.
It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees.
By Order of the Board of Directors
For Sanghvi Movers Limited
C. P. Sanghvi
Chairman & Managing Director
Date: 25th May 2018
Annexure C to the Directors Report
FORM NO. AOC -2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014]
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of Section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis:
|Sl. No. ||Name (s) of the related party & nature of relationship ||Nature of contracts/ arrangements/ transaction ||Duration of the contracts/ arrangements/ transaction ||Salient terms of the contracts or arrangements or transaction including the value if any ||Justification for entering into such contracts or arrangements or transactions' ||Date of approval by the Board ||Amount paid as advances if any ||Date on which the special resolution was passed in General meeting as required under first proviso to section 188 |
|Not applicable |
2. Details of contracts or arrangements or transactions at Arm's length basis:
|Particulars || |
|Name (s) of the related party ||Mr. C. P. Sanghvi ||Mrs. Mina C. Sanghvi ||Mr. C. P. Sanghvi ||Thyssenkrupp Industries Private Limited ||Mr. Rishi C. Sanghvi ||Mr. Sham D. Kajale |
|2 Nature of relationship ||Promoter Director ||Promoter Director ||Managing Director ||Mr. Dara Damania is a Director of Thyssenkrupp Industries Private Limited ||Promoter of the Company and Son of Mr. C. P. Sanghvi and Mrs. Mina C. Sanghvi ||Joint Managing Director & CFO w.e.f. 13th November 2017. |
|3 Nature of contracts/ arrangements/ transaction ||Net of Loan availed & repaid ||Net of Loan availed & repaid ||Salary ||Crane charges ||Salary ||Salary |
|4 Duration of the contracts/ arrangements/ transaction ||01.04.2017 to 31.03.2018 |
|5 Salient terms of the contracts or arrangements or transaction ||State Bank of India Fixed Deposit interest rate prevailing at the time of acceptance of deposit.* simple average Rate of Interest on Long Term Loans and Interest Payable on Cash Credit limits outstanding as on the closing date of each and every quarter.# ||State Bank of India Fixed Deposit interest rate prevailing at the time of acceptance of deposit.* simple average Rate of Interest on Long Term Loans and Interest Payable on Cash Credit limits outstanding as on the closing date of each and every quarter.# ||Salary paid is at par with industry standards ||As per the purchase orders raised from time to time at arms length basis ||Salary paid is at par with industry standards ||Salary paid is at par with industry standards |
|6 Date of approval by the Board ||30.05.2017 ||30.05.2017 ||30.05.2017 ||30.05.2017 ||30.05.2017 ||13.11.2017 |
|7 Value of the transactions (Rs. in Lakhs) ||1133.33 ||170.23 ||219.03 ||373.55 ||27.40 ||71.87 |
* for the period from 01.04.2017 to 31.12.2017.
# for the period from 01.01.2018 to 31.03.2018.
For Sanghvi Movers Limited
C. P. Sanghvi
Chairman & Managing Director
Date: 25th May 2018