sanghvi movers ltd share price Directors report


Your Directors take pleasure in presenting the Thirty-fourth Annual Report on the business and operations of the Company together with Audited Financial Statements of the Company for the year ended 31 March 2023.

Sanghvi Movers Limited is the largest crane rental company in India, Asia and the sixth largest in the world with market share of over 40-45% in the overall domestic crane rental market and as high as 60-65% in the high-end crane of >400 MT. It has a significant presence in the infrastructure, energy and construction sectors. Sanghvi Movers offers a wide range of crane rental services, including crawler cranes and other specialized lifting equipments. The Company has a diverse fleet of cranes with varying capacities, ranging from 20 tons to 1,000 tons. These cranes are used for various applications, such as construction projects, power plant installations, wind turbine erection and maintenance work. Sanghvi Movers has executed several prestigious projects in India and internationally. The Company has a track record of working on major infrastructure projects, including airports, bridges, metro rail systems, and power plants. It has also provided crane services for offshore projects, such as oil and gas installations and wind farms. The Managements focus on maintaining a modern and well-maintained fleet of cranes, adhering to international safety standards. Sanghvi Movers has a team of experienced operators and technicians, who ensure the efficient and safe operation of the cranes. Further, the Company has taken several strategic initiatives to include more value added services like providing customised solutions to bring down costs, reduce machine downtime and help them in timely completion of projects.

With the above brief synopsis, your Directors are pleased to present the financial performance of the Company, for the year ended 31 March 2023:

FINANCIAL RESULTS

(Rs. in Lakhs)

Financial Results

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Total Income 48,555.35 37,225.15 48,555.35 37,225.15
Total Expenditure 19,894.22 19,733.43 19,892.23 19,735.47
Profit before Interest and Depreciation 28,661.13 17,491.72 28,663.12 17,489.68
Interest 1,664.83 1,730.78 1,665.04 1,730.91
Depreciation 12,106.60 11,811.49 12,106.60 11,811.49
Profit Before Tax 14,889.70 3,949.45 14,891.48 3,947.28
Provision for Taxation (3,685.63) (1,006.82) (3,685.63) (1,006.82)
Profit after Tax 11,204.07 2,942.63 11,205.85 2,940.46
Surplus brought forward from last year 28,986.06 26,043.43 28,983.89 26,043.43
Profit available for Appropriation 40,190.13 28,986.06 40,189.74 28,983.89
Appropriations:
Transfer to General Reserves 0.00 0.00 0.00 0.00
Dividend 1731.52 432.88 1731.52 432.88
Tax on Dividend 0.00 0.00 0.00 0.00
Surplus carried forward to Balance Sheet 38,458.61 29,418.94 38,458.22 28,551.01

BUSINESS REVIEW

The key highlights of the Financial Performance are as under:

30%

Year on Year increase in Revenue:

During the Financial Year 2022-23, your Company generated higher revenue of Rs. 48,555.35 Lakhs (previous year: Rs. 37,225.15 Lakhs).

64%

Year on Year increase in EBITDA:

During the Financial Year 2022-23, the earnings before Interest, Tax and Depreciation (EBITDA) of Rs.28,661.13 Lakhs (previous year: Rs. 17,491.72 Lakhs) driven primarily by higher revenue generated, higher capacity utilisation and increase in average blended yield.

99%

Year on Year increase in cash generated from operations:

During the Financial Year 2022-23, Cash generated from operations stood at Rs. 23,311.00 Lakhs (previous year: Rs. 14,751.00 Lakhs) an increase of 60%.

381%

Year on Year increase in PAT:

The year was marked with your Company reporting its highest ever Profit after tax of Rs. 11,204.07 Lakhs (previous year Net Profit of Rs. 2,942.63 Lakhs), an increase of 381%.

381%

Year on Year increase in Earnings per share:

During the Financial Year 2022-23, the Earnings per share was Rs. 25.88 as against earnings per share of Rs. 6.80 in Financial Year 2021-22.

Capital Expenditure:

During the Financial Year 2022-23, the Company has incurred capital expenditure of Rs. 16,200 Lakhs for purchase of cranes & other fixed assets.

Year on Year Average Capacity Utilisation:

During the Financial Year 2022-23, the average capacity utilisation stood at 82% as against 76% in previous Financial Year.

DIGITAL BUSINESS TRANSFORMATION - PROJECT SAMAGRA

Digital technology is rapidly transforming the global business landscape and enabling companies to gain a competitive edge in managing their operations and engaging with customers. Sanghvi Movers Limited recognises the importance of staying ahead of the curve and has embarked on a digital business transformation journey in 2022- 23. A comprehensive roadmap has been developed to achieve this goal, with the implementation of SAP S4 HANA expected to go live in 2023-24. Additionally, the Company intends to implement other SAP modules to enhance its digital capabilities in next phase of this journey.

To support this transformation, we have created a team of Digital Transformation Ambassadors who regularly conduct sensitisation and training programmes for employees to enhance their digital capabilities. This team is dedicated to achieving our digital goals, recognising the critical role that timely implementation will play in decision-making and competitiveness.

With the implementation of SAP S4 HANA, we anticipate improved operational efficiency, increased customer satisfaction, and reduced costs. This centralised platform will allow us to manage all aspects of the crane rental business, including scheduling, maintenance, customer billing, and financial reporting. By streamlining our operations and reducing errors, we aim to improve overall profitability and maintain our position as a leader in the crane rental industry.

We remain committed to building a strong digital culture within the Company and leveraging technology to enhance our business operations and customer experience.

DIVIDEND

The Board has recommended Dividend Rs.4.00/- per Equity Share i.e. @ 200% on Equity Shares for the year ended 31 March 2023. The Dividend @ Rs. 4.00/- per Equity Share will be paid to eligible Members, after the approval by the Members at the forthcoming Annual General Meeting. The total cash outflow on account of dividend payments will be Rs. 1,731.52 Lakhs.

SHARE CAPITAL

The paid-up equity capital as on 31 March 2023 was Rs. 8,65,76,000/-. During the period under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FINANCE

During the year under review, the Company has availed financial assistance from Saraswat Bank, HDFC Bank, IDFC First Bank, Induslnd Bank, Kotak Mahindra Bank, & Yes Bank. The costs of borrowings availed from these banks are constantly been optimised through proactive financial management coupled with negotiations with bankers. Total Secured Long Term Loan outstanding as of 31 March 2023 was Rs. 16,088.00 Lakhs (as on 31 March 2022 Rs. 16,700 Lakhs). During the year under review, your Company has reduced its borrowings by Rs. 12,200 Lakhs. The Company is regular in its repayment obligation with its banks.

CREDIT RATING

During the year, the following credit ratings were assigned to the Company:

1CRA A as credit rating for long term loans and 1CRAA1 as credit rating for short term loans/borrowings. The outlook on the long-term rating is stable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). As of 31 March 2023 there are no fixed deposits outstanding.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company does not own any manufacturing facility and hence our processes are not energy intensive. Hence particulars relating to conservation of energy and technology absorption pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the year under review, there were nil foreign exchange earnings and the foreign exchange outgo amounted to Rs. 6,371.36 Lakhs.

ACCOUNTS

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

The assets of the Company including buildings, sheds, machinery, cranes, etc. are adequately insured.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The statement that the transactions are at arms length and in the ordinary course of business is supported by a Certificate from the Managing Director. All Related Party Transactions are placed before the Audit Committee for their approval and to the Board, as and when required. The policy on Related Party Transactions is uploaded on the Companys website, i.e. https://www.sanghvicranes.com/policies.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31 MARCH 2023 AND 24 MAY 2023 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31 March 2023) and the date of the Report (24 May 2023). There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control commensurate with its size and nature of business, to ensure that the resources of the Company are used efficiently and effectively, all assets are safeguarded and protected against loss from unauthorised use or disposition and the transactions are authorised, recorded and reported correctly, financial and other data are reliable for preparing financial information and other data and for maintaining accountability of assets. The internal control is supplemented by extensive programme of internal audits, review by management, documented policies, guidelines and procedures.

The Audit Committee and Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial year 2022-23 for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable Financial disclosures.

AUDITORS Statutory Auditors:

Pursuant to provisions of Section 139 of the Act, the members at the annual general meeting of the Company held on 13 August 2021 appointed M/s. MSKA & Associates., Chartered Accountants (Firm Registration No. 105047W) as statutory auditors of the Company from the conclusion of 32nd annual general meeting till the conclusion of 37th annual general meeting, covering one term of five consecutive years. The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company. The statutory audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

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 and modifications thereof, the Board of Directors of the Company has appointed M/s. Kanj & Co L.L.R, Practising Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure A".

SUBSIDIARY COMPANY

During the financial year 2021 -22 the Company has incorporated is wholly owned subsidiary company namely "Sanghvi Movers Vietnam Company Limited" at Vietnam. The said subsidiary is engaged in business of crane hiring and allied services. The purpose of Incorporating Company in Vietnam was to explore crane rental business opportunities in Vietnam. Plowever, by the time we complete the Company formation procedure, we have lost the targeted business opportunities from our customers like GE & Vestas in Vietnam. Post incorporation of WOS in Vietnam, the Management has exploited various business opportunities but could not able to deploy any cranes (especially heavy duty cranes) in Vietnam, as the fleet capacity utilisation exceeded 90% here in India and we did not have any surplus cranes to deploy in Vietnam. In December 2021, the Management has applied for suspension of business operation of its WOS in Vietnam on account of covid reasons and restrictions on movement of manpower on account of covid. The Vietnamese Government has granted us the permission to suspend our business operations up to December 2023.

Consolidated Financial Statements of the Company, which include the results of the said Subsidiary Company is included in this Annual Report. Further, a statement containing the particulars of the Companys subsidiary is also enclosed herewith. The Company has formulated a policy for determining material subsidiaries and such policy is hosted on the Companys website i.e. www.sanghvicranes.com Further, a statement containing salient features of the financial statements of subsidiary in the prescribed format AOC-1 is appended as Annexure - E to this Report.

DIRECTORS

DIRECTORS RETIRING BY ROTATION

Mr. Sham D. Kajale, who retires by rotation and being eligible, offers himself for re-appointment.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub section (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 time to time. As per the requirements of Rule 8(5) (iiia) of Companies (Accounts) Rules, 2014, in the opinion of the Board, all the Independent Directors of the Company possess the integrity, expertise and experience including the proficiency required to be Independent Directors to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

NUMBER OF MEETINGS OF THE BOARD

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

AUDIT COMMITTEE

The details pertaining to the composition, terms of reference and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the financial year are given in the Report on Corporate Governance section forming part of this Annual Report. The recommendations of the Audit Committee were accepted by the 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 the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, the Company has constituted a Risk Management Committee. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to minimise adverse impact on the business objectives and enhance the Companys competitive advantage.

The Board of Directors of the Company has framed Risk Management Policy to identify, evaluate business risks and opportunities. SEBI, vide notification dated 05 May 2021 has amended SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. According to the amended listed regulations, top 1,000 listed companies based on Market Capitalisation are required to approve Risk Management Policy. The Risk Management Policy has been uploaded on the website of the Company at https://www.sanghvicranes.com/policies.

NOMINATION & REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has constituted Nomination & Remuneration Committee. The Nomination & Remuneration Committee of the Board of Directors of Sanghvi Movers Limited consists of three members and allot them are Independent Directors. Mr. PradeepR. Rathi-Chairman, Mr. S. Padmanabhanand Mr. Dara Damania as members of the Committee. The Board of Directors of the Company has framed Remuneration Policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been uploaded on the website of the Company at https://www.sanghvicranes.com/policies.

Pursuant to the requirements of Section 178 of the Companies Act, 2013 and Company Amendment Act 2017, the salient features 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 be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

d. To evaluate the Whole-Time Directors performance in the light of established goals and objectives;

e. To review and recommend the compensation for Whole-Time Directors to the Board;

f. To review and overseeing Companys employee benefit programmes;

g. To carry an annual evaluation on its performance, using the established procedures;

h. To advise management on employee hiring, training, development, deployment and motivation and internal communication and culture building;

i. Recommend to the board, all remuneration, in whatever form, payable to senior management.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

According to the provisions of Regulation 25 (7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed various programmes to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The details of such programmes have been disclosed on the Companys website at the following link: https://www.sanghvicranes.com/policies.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company in accordance with the provisions of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has established a Vigil Mechanism and Whistle Blower Policy, which provides a formal mechanism for all Directors, employees and other stakeholders of the Company, to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Companys Code of conduct or ethics policy. The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about grievances or violation of the Companys Code of Conduct. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. During the year, nil complaints were received. The Board of Directors in their meeting held on 11 August 2022 approved the amendment in Vigil Mechanism and Whistle Blower Policy and the amended Policy has been uploaded on the website of the Company at https://www.sanghvicranes.com/policies.

POLICY ON SUCCESSION PLANNING

The Company has a formal Policy on Succession planning, duly approved by the Board of Directors of the Company. The objective of this Policy is to ensure the orderly identification and selection of new Directors or Senior Management in the event of any vacancy, whether such vacancy exists by reason of an anticipated retirement, an un-anticipated departure or otherwise.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

POLICIES OF THE COMPANY

The key policies adopted by the Company are as follows:

Sr. No. Name of the Policy
1 Policy for determining of materiality of events, information
2 Code of Fair Disclosure
3 Archival Policy
4 Code of conduct for Board of Directors and Senior Management
5 Related Party Transactions Policy
6 Code of Insider Trading
7 Terms of reference for Audit Committee
8 Terms of reference for Stakeholders Relationship Committee
9 Remuneration Policy
10 Corporate Social Responsibility Policy
11 Vigil Mechanism and Whistle Blower Policy
12 Familirisation Programme
13 Terms of appointment of Independent Directors remuneration
14 Non-Executive Non Independent Directors remuneration
15 Anti-Sexual Harassment Policy
16 Dividend Distribution Policy
17 Risk Management Policy
18 Policy For Determination Of Material Subsidiaries
19 Mission Vision Policy
20 Anti-Bribery and Anti-Corruption Policy
21 Conflict of Interest Policy
22 Cyber Security and Data Privacy Policy
23 Environment Policy
24 Equal Opportunity Policy
25 IT E-Waste Policy
26 Preferential Procurement Policy
27 Prohibition of Child and Forced Labour Policy
28 Responsible Advocacy Policy
29 Stakeholders Engagement Policy
30 Sustainability Policy
31 Sustainable Supply Chain and Responsible Sourcing Policy
32 Tax Strategy Policy
33 Waste Management Policy

The policies are available on the website of the Company https://www.sanghvicranes.com/policies.

QUALITY, HEALTH, SAFETY AND ENVIRONMENT (QHSE)

At Sanghvi Movers Limited Occupational Health and Safety of people is of the highest priority and of utmost importance and we are committed to continual improvement in Quality, Health, Safety and Environment and necessary efforts were made in this direction in line with the Quality, Safety, Health and Environment Policy laid down by the Company.

The Company has achieved certification of ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018. Your Company provided regular safety and skill up-gradation trainings to the employees, wherever necessary.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations) read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report (‘BRSR). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct (‘NGRBCs).

As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. The BRSR Report is annexed herewith and forms an integral part of the Annual Report.

KEY MANAGERIAL PERSONNEL

Mr. Rishi C. Sanghvi, Mr. Sham D. Kajale, and Mr. Rajesh R Likhite were designated as "Key Managerial Personnel of the Company pursuant to Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors of the Company have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of, Mr. Dara Damania Chairman, Mr. S Padmanabhan and Mrs. Maithili R. Sanghvi as Members of the Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said Committee has formulated the CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

In the financial year 2022-23, the Company has a negative average net profit and hence negative CSR contribution at 2% of average net profit in the financial year 2022-23. As there are no average net profits for the Company during the previous three financial years, no funds were set aside and spent by the Company towards Corporate Social Responsibility during the year under review. Your Company wishes to inform all stakeholders that it is well aware of its responsibility towards fulfilling its Corporate Social Responsibility (CSR).

DIRECTORS RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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

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

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

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper system to ensure compliance with the provisions of all 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 Disclosure Requirements) Regulation 2015 and the provisions of the Companies Act, 2013, Report on Corporate Governance with Compliance Certificate from the Practicing Company Secretary and Management Discussion & Analysis Report are annexed and form an integral part of Annual Report. Your Company conducts its business with integrity and high standards of ethical behavior and in compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. Taking into consideration crucial role of Independent Directors in bringing about good governance, your Company continued its efforts in utilising their expertise and involving them in all critical decision making processes. Your Company is fully compliant with the Corporate Governance guidelines, as laid out in SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached to this Report. The Managing Director has given a certificate of compliance with the Code of Conduct, 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 Party disclosures/transactions are detailed in note no. 35 of the Notes to the financial statements.

COMMENTS ON AUDITORS REPORT/SECRETARIAL AUDIT REPORT

Statutory Auditors: There are no qualifications, reservations, adverse remarks, or disclaimers made by M/s. MSKA and Associates, Chartered Accountants, Statutory Auditors.

Secretarial Auditor: The management inadvertently missed placing the compliance report on quarterly basis. Due to unavoidable health reasons the chairperson could not attend the annual general meeting. The chairperson of the Nomination and Remuneration Committee did not attend the annual general due to pre occupation. The management was of the opinion that not more than 180 days have lapsed between two consecutive risk management committee meetings held in a financial year. This was a clerical mistake in the quarterly reports and the same were corrected in subsequent filings. The WOS is not operating and hence the management was of the view that there is no such compliance requirement to place the financials of the WOS before the audit committee. Accordingly the management has made adequate disclosures and ensured necessary compliances. The Company had filed certain e-forms with the Registrar of Companies, Pune with a delay. There was typo error in the Newspaper advertisement.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules) are enclosed as Annexure B forming part of this Report. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Rules also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

GENERAL:

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year. : NIL The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.] : NIL

REPORTING OF FRAUDS

During the year under review, the Statutory Auditors, Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee or Board under Section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee(s) (ICC) has been set up across all its location in India to redress complaints received regarding sexual harassment. During the year, nil cases were reported to the Committee.

TRANSFER OF UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority. The Company has also transferred shares in respect of which dividend amount remained unpaid/unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority within stipulated time. The details of unpaid/unclaimed dividend and the shares transferred to IEPF Authority are available on the Companys website https://www.sanghvicranes.com/investor/investor-information.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year 2022-2023 will be uploaded at the website of the Company after filing with the MCA.

APPRECIATION

The Board takes this opportunity to thank the Companys Members, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. The Directors also thank the Stock Exchanges, Banks, Ministry of Corporate Affairs, State Governments, Government of India, and all other Government agencies and Regulatory authorities for the support extended by them and also look forward to their continued support in future.

Your Directors would also like to place on record their sincere thanks and appreciation for the contribution, consistent hard work, dedication and commitment of our employees at all levels for their contribution to the success achieved by the Company.

For Sanghvi Movers Limited For Sanghvi Movers Limited
Rishi C. Sanghvi Sham D. Kajale
Managing Director Joint Managing Director & CFO
(DIN:08220906) (DIN: 00786499)

Place: Pune

Date: 24 May 2023

Registered Office:

Survey No. 92, Tathawade, Taluka Mulshi, Pune 411033 CIN: L29150PN1989PLC054143 Tel No. +91 8669674701/2/3/4 E-mail: cs@sanghvicranes.com Website: www.sanghvicranes.com

ANNEXURE B TO THE DIRECTORS REPORT

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each Director and Key Managerial Personnel to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Name of Director / KMP and Designation Designation Ratio of the remuneration of each Director/ KMP to the median remuneration % increase in Remuneration
Mr. S. Padmanabhan Independent Director 1.18 Nil
Mr. Dara Damania Independent Director 0.92 Nil
Mr. Pradeep R. Rathi Independent Director 0.80 Nil
Mr. Dinesh H. Munot Independent Director 1.07 Nil
Mr. MadhukarV. Kotwal Independent Director 1.09 Nil
Mrs. Madhu Dubhashi Independent Woman Director 0.97 Nil
Mrs. Maithili R. Sanghvi Non Executive Non Independent Director 0.92 Nil
Mr. Rishi C. Sanghvi Managing Director* 48.25 15.19
Mr. Sham D. Kajale Joint Managing Director & CFO** 22.15 13.55
Mr. Rajesh R Likhite Company Secretary 5.23 18.87

Notes:

a. The aforesaid details are calculated on the basis of remuneration for the financial year 2022-23 and include sitting fees paid to Directors during the financial year.

b. * The remuneration paid to Mr. Rishi C. Sanghvi - Managing Director excludes the commission.

c. ** The remuneration paid to Mr. Sham D. Kajale - Joint Managing Director & CFO, excludes performance- based incentive.

(ii) The percentage increase in the median remuneration of employees in the financial year: The median remuneration of employees of the Company during the financial year 2022-23 was Rs 5.23 Lakhs. The percentage increase in the median remuneration of the employees in the financial year 2022-23 was 9.75% (previous year 11%).

(iii) The average increase already made in the salaries of employees other than key managerial personnel was 9.44% whereas the increase in the managerial remuneration was 15.87%.

(iv) The number of permanent employees on the rolls of company: There were 303 permanent employees on the rolls of the Company as on 31 March 2023.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Other employees were given increments in accordance with the remuneration policy. The average percentile increase made in the salaries of employees other than the managerial personnel during FY 2022-23 aggregates to 9.44%.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.

For Sanghvi Movers Limited For Sanghvi Movers Limited
Rishi C. Sanghvi Sham D. Kajale
Managing Director Joint Managing Director & CFO
(DIN:08220906) (DIN: 00786499)
Place: Pune
Date: 24 May 2023

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) of the Companies

(Accounts) Rules, 2014]

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis:

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 Arms length basis:

Sr.

No.

Particulars

Details

Name (s) of the related party Mr. Rishi C. Sanghvi Mr. Rishi C. Sanghvi Mr. Sham D. Kajale
1 Nature of relationship Managing Director, Promoter of the Company and Son of Late Mr. C. R Sanghvi and Smt. Mina C. Sanghvi Managing Director, Promoter of the Company and Son of Late Mr. C. R Sanghvi and Smt. Mina C. Sanghvi Joint Managing Director & CFO
2 Nature of contracts/ arrangements/ transaction Net of Loan availed & repaid Salary Salary
3 Duration of the contracts/ arrangements/ transaction

01 April 2022 to 31 March 2023

4 Salient terms of the contracts or arrangements or transaction 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 Salary paid is at par with industry standards
5 Date of approval by the Board 23 May 2019 25 May 2016 & 07 December 2018 07 December 2018
6 Value of the transactions (Rs. in Lakhs) (1,137.59) 402.64 270.95

* As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the Key Managerial Personnel cannot be individually identified.

However, contribution toward superannuation fund is included as part of managerial remuneration.

For Sanghvi Movers Limited For Sanghvi Movers Limited
Rishi C. Sanghvi Sham D. Kajale
Managing Director Joint Managing Director & CFO
(DIN:08220906) (DIN: 00786499)
Place: Pune
Date: 24 May 2023

ANNEXURE E TO THE DIRECTORS REPORT

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIALS STATEMENTS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act read with Rule 5 of Companies (Accounts) Rules, 2014) Part ??: Subsidiaries:

(Rs. in Lakhs)

Sl. No Particulars
1 Name of the Subsidiary Sanghvi Movers Vietnam Company Limited
2 Reporting period for the Subsidiary 01 April 2022 to 31 March 2023
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Reporting currency: Indian Rupee. Exchange rate as on 31 March 2023: USD TO Rs. = 82.22
4 Share capital 26.44
5 Reserves and surplus 0
6 Total assets 29.69
7 Total liabilities 29.69
8 Turnover 0
9 Profit/(Loss) before tax (1.96)
10 Tax expenses 0
11 Profit/(Loss) after tax (1.96)
12 Proposed dividend -
13 Percentage of shareholding 100%