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Sanghvi Movers Ltd

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BSE Code : 530073 | NSE Symbol : SANGHVIMOV | ISIN : INE989A01024 | Industry : Miscellaneous |


Directors Reports

Your Directors take pleasure in presenting the Thirty-fifth Annual Report on the business and operations of the Company together with Audited Financial Statements of the Company for the year ended 31 March 2024.

Sanghvi Movers Limited is the largest crane rental company in India, Asia and the fourth 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 specialised lifting equipments. The Company has a diverse fleet of cranes with varying capacities, ranging from 40 MT to 1600 MT. 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.

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 Management's 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 2024:

Financial Results

Financial Results Standalone
2023-24 2022-23
Total Income 64,670.32 48,555.35
Total Expenditure 23,751.20 19,894.22
Profit before Interest and Depreciation 40,919.12 28,661.12
Interest 2,494.70 1,664.83
Depreciation 13,184.18 12,106.60
Profit Before Tax 25,240.24 14,889.70
Provision for Taxation (6,446.07) (3,685.63)
Profit after Tax 18,794.17 11,204.07
Surplus brought forward from last year 38,458.61 28,986.06
Profit available for Appropriation 57,275.78 40,190.13
Appropriations:
Transfer to General Reserves 0.00 0.00
Dividend 2,597.28 1,731.52
Tax on Dividend 0.00 0.00
Surplus carried forward to Balance Sheet 54,678.50 38,458.61

BUSINESS REVIEW

The key highlights of the Financial Performance are as under: Year on Year increase in Revenue:

During the Financial Year 2023-24, your Company generated higher revenue of Rs. 64,670.32 Lakhs (previous year: Rs. 48,555.35 Lakhs).

Year on Year increase in EBITDA:

During the Financial Year 2023-24, the earnings before Interest, Tax and Depreciation (EBITDA) of Rs. 40,919.12 Lakhs (previous year: Rs. 28,661.13 Lakhs) driven primarily by higher revenue generated, higher capacity utilisation and increase in average blended yield.

Year on Year increase in cash generated from operations:

During the Financial Year 2023-24, Cash generated from operations stood at Rs. 30,449.14 Lakhs (previous year: Rs. 25,734.51 Lakhs) an increase of 18%.

Year on Year increase in PAT:

During the Financial Year 2023-24, the Company earned Net Profit of Rs. 18,794.17 Lakhs (previous year Net Profit of Rs. 11,204.07 Lakhs),

Year on Year increase in Earnings per share:

During the Financial Year 2023-24, the Earnings per share was Rs. 43.42 as against earnings per share of Rs. 25.88 in Financial Year 2022-23.

Capital Expenditure:

During the Financial Year 2023-24, the Company has incurred capital expenditure of Rs. 33,400 Lakhs for purchase of cranes.

Capacity Utilisation:

During the Financial Year 2023-24, the average capacity utilisation stood at 84% as against 82% in previous Financial Year.

DIGITAL BUSINESS TRANSFORMATION - PROJECT SAM AGRA

During the financial year 2023-24 ,the Company has successfully completed implementation of SAP S4 HANA project, SAMAGRA. We are pleased to inform you that the project has been seamlessly rolled out across the entire company, marking a significant achievement for SML. As we celebrate the completion of the SAMAGRA project, SML is now gearing up for Digital Journey 2.0, a strategic initiative aimed at leveraging cutting-edge IT tools to propel our organisation forward in this digital era. This move is toward our commitment to harnessing technology for operational excellence and sustainable business growth.

DIVIDEND

The Board has recommended Dividend Rs. 6.00/- per Equity Share i.e. @ 300% on Equity Shares for the year ended 31 March 2024. The Dividend @ Rs. 6.00/- 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. 2,597.28 Lakhs.

SHARE CAPITAL

The paid-up equity capital as on 31 March 2024 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.

The resolution towards increase in authorised share capital and alteration of capital clause of Memorandum of Association was approved by the shareholders in the Thirty-fourth annual general meeting held on 22 August 2023.

The Board of Directors of the Company in their meeting held on 16 May 2024, approved a proposal for Sub-Division/Split of 1 (One) Equity Share of Rs. 2/-(Rs. Two Only) each into 2 (Two) Equity Shares of Rs. 1/- (INR One Only) each and the consequent amendments to the Memorandum and Articles of Association of the Company, subject to the approval of the members of the Company.

The resolutions towards Sub-Division/Split of shares and alteration of'Clause V regarding Share Capital of Memorandum of Association' and 'definition of Equity shares in Articles of Association' is included in the notice of the Thirty-fifth annual general meeting to be held on 03 September 2024.

FINANCE

During the year under review, the Company has availed financial assistance from Saraswat Bank, IDFC First Bank, Kotak Mahindra Bank and Induslnd 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 2024 was Rs. 28,696 Lakhs (as on 31 March 2023 Rs. 16,088 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:

'ICRA A Plus' as credit rating for long term loans and 'ICRA Al' 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 2024 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. Flence 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 no foreign exchange earnings and the foreign exchange outgo amounted to Rs. 7,059.31 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 arm's 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 arm's 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 Company's 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 2024 AND 16 MAY 2024 (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 2024) and the date of the Report (16 May 2024). 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 Company's internal financial controls were adequate and effective during Financial year 2023-24 for ensuring the orderly and efficient conduct of its business including adherence to the Company's 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 2022 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 2023-24 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.P., 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 2021-2022 the company has incorporated is wholly owned subsidiary company namely "Sanghvi Movers Vietnam Company Limited" at Vietnam. The Purpose of Incorporating Company in Vietnam was to explore crane rental business opportunities in Vietnam. Post incorporation of WOS in Vietnam, SML have exploited various business opportunities and could not able to deploy any cranes (especially heavy duty cranes) in Vietnam. During the year, SML had applied for voluntary winding up of Sanghvi Movers Vietnam Company Limited, WOS in Vietnam. Sanghvi Movers Vietnam Company Limited was dissolved as per laws of Vietnam on 27 February 2024 and investment and registration certificate is revoked by Hanoi, Department of Planning and Investment

On 23 March 2024, Sangreen Renewables Private Limited wholly owned subsidiary company of SML was incorporated. Sangreen Renewables Private Limited will carry on the business related to provide full-fledged turnkey services to Independent Power Producers (IPP) right from Conceptualisation to Commissioning of wind turbine generator (WTG). The business of the WOS is not outside the main line of business of the Company.

Further, a statement containing the particulars of the Company's subsidiary is also enclosed herewith. The Company hasformulated a policy for determining 'material' subsidiaries and such policy is hosted on the Company's website i.e. www.sanehvicranes.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

Based on the recommendations of the Nomination & Remuneration Committee and Audit Committee, the Board of Directors of the Company vide circular resolution dated 25 December 2023, appointed Ms. Bhumika Batra and Mr. Indraneel Chitale as an Additional Director/(s) of the Company, w.e.f 25 December 2023. The shareholders of the Company through postal ballot passed the Special Resolution/ (s) with requisite majority, towards appointment of Ms. Bhumika Batra and Mr. Indraneel Chitale as an Independent Director of the Company, for a first term of five consecutive years.

On 31 March 2024, Mr. S. Padmanabhan, Mr. Dara Damania, Mr. P. R. Rathi and Mr. Dinesh H. Munot- Independent Directors of the Company, completed their second term as Independent Directors of the Company. The Board of Directors and Management wishes to place on record its heartiest gratitude and sincere appreciation for their valuable contribution and guidance provided by them during their association as an Independent director/(s) of the Company.

On 19 April 2024, Mr. Sham D. Kajale resigned from the post of Joint Managing Director and Director of the Company. Mr. Sham D. Kajale will continue to work as Chief Financial Officer of the Company. The Board of Directors express their sincere gratitude for the contribution made by Mr. Kajale during his association as Joint Managing Director and Director of the Company.

Based on the recommendations of the Nomination & Remuneration Committee and Audit Committee, the Board of Directors of the Company in their meeting held on 16 May 2024, appointed Mr. Tushar Mehendale as an Additional Director of the Company.

Mr. Rishi C. Sanghvi, 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 six 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 Company's 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.sanehvicranes.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 all of them are Independent Directors. 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.sanehvicranes.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 Director's 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 Company's 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 Company's website at the following link: https://www.sanehvicranes.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 Company's 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 Company's 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 Vigil Mechanism and Whistle Blower Policy has been uploaded on the website of the Company at https://www.sanehvicranes. 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 Company's 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.

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 perthe SEBI Circulars, effective from the financial year 2023-24, 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 P. 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), 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.

During the financial year 2023-24, the Company has incurred expenditure on various CSR activities aggregating to Rs. 85.00 Lakhs. The detailed report on the CSR activities is attached as "Annexure D".

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 judgements 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 behaviour 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._ofthe 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 & Associates, Statutory Auditors.

Secretarial Auditors: During the year, one instance where an employee of the company traded in the securities of the company. Being first instance, we have issued a warning letter to the said employee. Due to trading & diwali holidays, the company has uploaded the concall transcript within five working days of the conclusion of the call. Inadvertently the specific reference of annual financial statements and performance evaluation was inadvertently missed. The incorporation certificate was issued by Ministry of Corporate Affairs after the end of working hours on 23 March 2024 and the company has submitted the intimation as required under Regulation 30 of SEBI Listing Regulations, 2015 on the next working day, 25 March 2024.

PARTICULARS OF EMPLOYEES

In terms of Rule 5(2) (iii) of the of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is clarified that during the Financial Year under review, no employee of the Company was in receipt of remuneration in that year, which in the aggregate or at a rate which in the aggregate is in excess of that drawn by the Whole Time Directors and holds himself/herself along with their spouse and dependent children not less than 2% of the equity shares of the Company.

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 Company's 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 2023-24 will be uploaded at the website of the Company after filing with the MCA.

APPRECIATION

The Board takes this opportunity to thank the Company's 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
Rishi C. Sanghvi
Chairperson & Managing Director
(DIN: 08220906)
Place: Pune
Date: 16 May 2024

   


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