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Directors Report of Sanghvi Movers Ltd.

Mar 31, 2014

The Members

The Directors have pleasure in presenting the Twenty-fifth Annual Report and Audited Accounts of your Company for the year ended 31st March 2014.

(Rs in Lakhs)

Financial Results 2013-2014 2012-2013

Total Income 24,973.26 34,741.01

Total Expenditure 10,790.31 10,745.81

Profit before Interest and Depreciation 14,182.95 23,995.20

Interest 4,620.68 6,337.40

Depreciation 11,858.69 11,809.77

Profit Before Tax (2,296.42) 5,848.03

Provision for Taxation (846.14) 1,755.29

Profit after Tax (1,450.26) 4,092.74

Surplus brought forward from last year 24,893.38 26,303.74

Profit available for Appropriation 23,443.12 30,396.48

Appropriations:

Transfer to General Reserves 0.00 5,000.00

Proposed Dividend 0.00 432.88

Tax on Dividend 0.00 70.22

Surplus carried forward to Balance Sheet 0.00 24,893.38

Business Review

During the year under report, your Company generated revenue of Rs. 249.73 Crores, decline of 28% as compared to the previous year and the net loss to the tune of Rs. 14.50 Crores, as compared to the previous year''s net profit of Rs. 40.93 Crores. The prolonged slowdown in the economic activity, weak market sentiments, subdued infrastructure activity, tight financing environment with high interest rate, weak operating economics, rising fuel prices, continued to impact the performance of the Company.

Power Generation

Your Company has been earning regular income from the business of power generation from windmills commissioned in Jaisalmer, Rajasthan and Chitradurga, Karnataka. Total Income earned out of Wind Power Generation was Rs. 1.49 Crores.

Dividend

In view of the loss, the Board did not recommend any dividend on equity shares.

Finance

During the year under review, the Company has availed financial assistance from State Bank of India and The Saraswat Co-operative Bank and the Company is enjoying working capital facilities from Dena Bank. Total Secured Loan outstanding as of 31st March 2014 was Rs. 466.64 Crores. The Company is regular in its repayment obligation with its banks. Your Company has received ''ICRA A'' as credit rating for long term loans, which indicates adequate degree of safety in respect of bank loan profile of the Company and ''ICRA A2 '' as credit rating for short term loans.

Directors

Mrs. Mina C. Sanghvi, Mr. Sham D. Kajale are liable to retire by rotation and being eligible offer themselves for re-appointment. Previously, the Company had pursuant to the provisions of the Clause 49 of the Listing Agreement, appointed Mr. Dinesh Munot, Mr. Dara Damania, Mr. S. Padmanabhan, Mr. Vijay Mainkar, Mr. Pradeep Rathi and Mr. Sanjay Asher as Independent Directors at various times, in compliance with the requirements of Clause 49. According to section 149 (4) of the Companies Act, 2013, which came into effect from 01st April 2014, every listed public company is required to have at least one-third of the total number of Directors as Independent Directors, who are not liable to retire by rotation.

Mr. Dinesh Munot, Mr. Dara Damania, Mr. S. Padmanabhan, Mr. Vijay Mainkar, Mr. Pradeep Rathi and Mr. Sanjay Asher, Independent Directors of the Company and being eligible offer themselves for appointment. The brief resume/details relating to Directors who are to be appointed are furnished in the report on corporate governance. The Nomination & Remuneration Committee has recommended the appointment of these directors as Independent Directors upto 31st March 2019.

Fixed Deposits

The Company has not accepted any fixed deposits from the public during the year ended 31st March 2014.

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.

Personnel

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

Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the Financial Year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 of the Company for the year under review;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2014, on a going concern basis.

Auditors

B S R & Co. LLP, Chartered Accountants, Pune, (Firm Registration Number 101248W allotted by the Institute of Chartered Accountants of India), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for five years to hold office from the conclusion of this Annual General Meeting till the conclusion of the thirtieth Annual General Meeting of the Company, to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting. B S R & Co. LLP have furnished a certificate of their eligibility and consent for re-appointment under section 139(1) of the Companies Act, 2013 and the Rules framed thereunder.

B S R & Co. converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as M/s. B S R & Co. LLP with effect from 14th October 2013. In terms of the Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated 30th April 2013, if a firm

of CAs, being an auditor in a company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for FY 2013-14 was conducted by B S R & Co. LLP.

Statutory Particulars

Particulars of Employees as per section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure ''A'', which forms part of this Report. However, in terms of section 219 (1) (b) (iv) of the Act, the report and accounts are being sent to the Shareholders excluding the aforesaid annexure. Any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the registered office of the Company. During the year under review, the Company is having one employee employed throughout the year who was in receipt of remuneration of more than Rs. 60 Lakhs per annum.

Having regard to the nature of business of the Company, Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the Company. During the year under review, there were Nil foreign exchange earnings and the foreign exchange outgo amounted to Rs. 11.88 crores.

Corporate Governance

In accordance with the Guidelines of the Securities and Exchange Board of India and Clause 49 of the Listing Agreement with The Stock Exchanges and the provisions of the Companies Act, 1956, Report on Corporate Governance with Auditor''s certificate, Management Discussion & Analysis Report are annexed and form part of annual report.

Corporate Social Responsibility Initiatives

As a responsible corporate; we always endeavor to adopt responsible social business practices. We believe that our business activities have significant impact on the society at large. We endeavor to manage these in a responsible manner, believing that sound and demonstrable performance in relation to corporate social responsibility policies and practices is a fundamental part of business success.

The Corporate Social Responsibility (CSR) program of the Company is evolved with the active participation of its employees.

During the year under review, the Company donated to Care India, NGO working in the empowerment of women and girls from poor and marginalised communities leading to improvement in their lives and livelihoods.

Acknowledgements

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

By Order of the Board of Directors For Sanghvi Movers Limited

Pune, 8th August 2014 Chandrakant Sanghvi Chairman & Managing Director

Registered Office: (DIN: 00116599) Survey No. 92, Tathawade, Taluka Mulshi, Pune 411033


Mar 31, 2013

The take pleasure in presenting the Twenty-fourth Annual Report and Audited Accounts of your company for the year ended 31st March 2013.

(Rs.in Lacs)

Financial Results 2012-2013 2011-2012

Total Income 34,741.01 47,146.33

Total Expenditure 10,745.81 13,504.95

Profit before Interest and Depreciation 23,995.20 33,641.38

Interest 6,337.40 7,708.63

Depreciation 11,809.77 11,060.30

Profit before Exceptional Items and Tax 5,848.03 14,872.45

Exceptional Items Nil 140.59

Profit Before Tax 5,848.03 15,013.04

Provision for Taxation 1,755.29 4,835.82

Profit after Tax 4,092.74 10,177.22

Surplus brought forward from last year 26,303.74 16,126.52

Profit available for Appropriation 30,396.48 26,303.74

Appropriations:

Transfer to General Reserves 5,000.00 5,000.00

Proposed Dividend 432.88 1,298.64

Tax on Dividend 70.22 210.67

Surplus carried forward to Balance Sheet 24,893.38 19,794.43

Business Review

During the year under report, your company generated revenue of Rs.347 crores, decrease of 26% as compared to the previous year and the Net Profit was Rs.41 crores, fall of 60% year on year basis.

During the financial year 2012-13, the macro-economic conditions remained volatile. The global economic slowdown, rising interest rates, lack of government initiative and foreign currency fluctuations affected the market severely.

Power Generation

Your company has been earning regular income from the business of power generation from windmills commissioned in Jaisalmer, Rajasthan and Chitradurga, Karnataka. Total Income earned out of Wind Power Generation was Rs.2.33 crores.

Dividend

The Board has recommended Dividend Rs.1/- per equity share i.e. @ 50% on equity shares for the year ended 31st March 2013, as against Rs.3/- per equity share, in the privious year. In order to conserve the resources of the company, the Dividend Payout Ratio is kept at 12 %. The Dividend @ Rs.1/- 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.4.32 crores and on the dividend distribution tax is Rs.0.70 crores.

Finance

During the year under review, the company has availed financial assistance from State Bank of India and The Saraswat Co-operative Bank and the company is enjoying working capital facilities from Dena Bank. Total Secured Loan outstanding as of 31st March 2013 was Rs. 577.71 crores. The company is regular in its repayment obligation with its banks.

Your company has received ''ICRA A'' as credit rating for long term loans, which indicates adequate degree of safety in respect of bank loan profile of the company and ''ICRA A2 '' as credit rating for short term loans.

Directors

Mr. Ramchandra Desai resigned with effect from 01st November 2012. Your Board of Directors expresses its sincere appreciation for the services rendered by Mr. Ramchandra Desai and further expresses its gratitude for the same.

Mr. S. Padmanabhan and Mr. Pradeep Rathi are liable to retire by rotation and being eligible offer themselves for re-appointment. The brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the report on corporate governance.

Fixed Deposits

The company has not accepted any fixed deposits from the public during the year ended 31st March 2013.

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.

Personnel

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

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 of the company for the year under review;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the annual accounts for the financial year ended 31st March 2013, on a going concern basis.

Auditors

M/s. B S R & Co., Chartered Accountants, Pune retires as Auditors of the company at the conclusion of the ensuing annual general meeting and are eligible for re-appointment.

Statutory Particulars

Particulars of employees as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure ''A'', which forms part of this report. However, in terms of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the registered office of the company. During the year under review, the company is having one employee employed throughout the year who was in receipt of remuneration of more than Rs.60 lacs per annum.

Having regard to the nature of business of the company, Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the company.

During the year under review, there were Nil foreign exchange earnings and the foreign exchange outgo amounted to Rs.11.55 crores.

Corporate Governance

In accordance with the guidelines of the Securities and Exchange Board of India and Clause 49 of the Listing Agreement with the stock exchanges and the provisions of the Companies Act, 1956, Report on Corporate Governance, Management Discussion & Analysis Report and Compliance Certificate from the Auditors of the company are annexed and form part of annual report.

Corporate Social Responsibility Initiatives:

As a responsible corporate, we always endeavor to adopt responsible social business practices. We believe that our business activities have significant impact on the society at large. We endeavor to manage these in a responsible manner, believing that sound and demonstrable performance in relation to corporate social responsibility policies and practices is a fundamental part of business success.

The Corporate Social Responsibility (CSR) program of the company is evolved with the active participation of its employees. To provide a focused and structured approach to the program, we limit its support to causes related to the education of needy children.

The socially responsible initiatives undertaken by the company are as follows:

- Donation to Lead Institution namely ''''Teach to Lead''''. Tech to Lead is a non profit organization whose mission is to create a movement of leaders who will work to eliminate educational inequality in India.

- Donation to Children Education Fund of OXAM India, a children welfare institution.

- Donation to Care India.

- Donation to SSC Passed students who have secured more than 90% marks in examinations. For this noble cause, the employees of Sanghvi Movers Ltd also contributed to it.

- Sanghvi Movers Limited has organized a blood donation camp at its head office with the support of the blood bank of Aditya Birla Hospital Pune. Forty eight employees donated blood in the said camp.

Acknowledgements

Your Directors would like to place on record their gratitude and appreciation to the banks, esteemed clients and valued investors for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the hard work, dedicated efforts made by the employees of the company at all levels for their contribution to the success achieved by the company.

By Order of the Board of Directors

For Sanghvi Movers Limited

Pune, 27 May 2013 Chandrakant Sanghvi

Chairman & Managing Director

Registered Office:

Survey No. 92, Tathawade,

Taluka Mulshi, Pune 411033


Mar 31, 2012

The take pleasure in presenting the Twenty-third Annual Report and Audited Accounts of your Company for the year ended 31st March 2012.

(Rs. in Lacs)

Financial Results 2011-2012 2010-2011

Total Income 47,146.33 37,352.25

Total Expenditure 13,504.95 10,544.74

Profit before Interest and Depreciation 33,641.38 26,807.51

Interest 7,708.63 4,919.60

Depreciation 11,060.30 9,288.48

Profit before Exceptional Items and Tax 14,872.45 12,599.42

Exceptional Items 140.59 0.00

Profit Before Tax 15,013.04 12,599.42

Provision for Taxation 4,835.82 3,968.39

Profit after Tax 10,177.22 8,631.03

Surplus brought forward from last year 16,126.52 14,004.80

Profit available for Appropriation 26,303.74 22,635.83

Appropriations:

Transfer to General Reserves 5,000.00 5,000.00

Proposed Dividend 1,298.64 1,298.64

Tax on Dividend 210.67 210.67

Surplus carried forward to Balance Sheet 19,794.43 16,126.52

Business Review

During the year under report, your Company crossed revenue of Rs. 471 Crores, an increase of 26 % and the Net Profit was Rs. 101.77 Crores, increased by 18%, year on year basis.

Power Generation

Your Company has been earning regular income from the Business of Power Generation from Windmills commissioned in Jaisalmer, Rajasthan and Chitradurga, Karnataka. Total Income earned out of Wind Power Generation was 221.59 Lacs and Total Power generation through Windmills was 61.59 Lacs KWH.

Dividend

The Board has recommended Dividend Rs. 3/- per Equity Share i.e. @ 150% on Equity Shares for the Year ended 31st March 2012, as against Rs. 3/- per Equity Share. In order to conserve the resources of the Company, the Dividend Payout Ratio is kept at 150 %. The Dividend @ Rs. 3/- 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. 12.98 Crores and on the dividend distribution tax is Rs. 2.10 Crores.

Finance

During the year under review, the Company has availed Financial Assistance from Axis Bank, Bank of Baroda, Bank of India, Corporation Bank, HDFC Bank, ICICI Bank, ING Vysya Bank, State Bank of Hyderabad, State Bank of India and The Saraswat Co-operative Bank for funding its expansion Programme and the Company is enjoying Working Capital facilities from Dena Bank.

Total Secured Loan outstanding as of 31 March 2012 was Rs. 698.04 Crores.

Your Company has received 'ICRA A ' as Credit Rating for Long Term Loans, which indicates adequate degree of safety in respect of Bank Loan profile of the Company and 'A1' as Credit Rating for Short Term Loans, assigned by ICRA Limited.

Directors

Mr. Gaurav Malik resigned with effect from 27th September 2011. Your Board of Directors expresses its sincere appreciation for the services rendered by Mr. Gaurav Malik and further expresses its gratitude for the same.

Mr. Sanjay Asher appointed as Additional Director with effect from 30th September 2011.

Mr. Vijay Mainkar and Mrs. Mina Sanghvi are liable to retire by rotation and being eligible offer themselves for re-appointment.

The brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Report on Corporate Governance.

Fixed Deposits

The Company has not accepted any fixed deposits from the public during the year ended 31 March 2012. 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. Personnel

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

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the Financial Year ended 31 March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 of the Company for the year under review;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2012, on a going concern basis.

Auditors

M/s. B. S. R. & Co., Chartered Accountants, Pune retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Statutory Particulars

Particulars of Employees as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure 'A', which forms part of this Report. However, in terms of Section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Registered Office of the Company. During the year under review, the Company is having one employee employed throughout the year who was in receipt of remuneration of more than Rs. 60 Lacs per annum.

Having regard to the nature of business of the Company, Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the Company.

During the year under review, there were Rs. 267.72 Lacs foreign exchange earnings and the foreign exchange outgo amounted to Rs. 20,326.04 Lacs.

Corporate Governance

In accordance with the Guidelines of the Securities and Exchange Board of India and Clause 49 of the Listing Agreement with The Stock Exchanges and the Provisions of the Companies Act, 1956, Report on Corporate Governance, Management Discussion & Analysis Report and Compliance Certificate from the Auditors of the Company are annexed and form part of Annual Report.

Corporate Social Responsibility Initiatives:

Sanghvi Movers Limited considers Corporate Social Responsibility (CSR) not as an obligation, but as an opportunity. We recognize that our business activities have direct and indirect impacts on the societies in which we operate. The Company firmly believes in "giving back" what it gets from the society. The brief details of some of the initiatives taken are as follows:

- Donation to Shree Ramakrishna Charities, for running the school in the rural area;

- Financial support to the outstanding students staying in the slum area and require support for further education;

- Sponsorship of a seminar on Rural Development Programme, Symbiosis School of Economics organized a National Conference on Urban Planning and Policies;

- Green initiative for pollution control in vehicles;

- Organizing Blood Donation Camp at Head Office at Pune with the support of Aditya Birla Memorial Hospital, Pune, 58 employees donated blood at the camp.

Acknowledgements

Your Directors would like to place on record their gratitude and appreciation to the Banks, esteemed Clients and valued investors for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the hard work, dedicated efforts made by the Employees of the Company at all levels for their contribution to the success achieved by the Company.

By Order of the Board of Directors

For Sanghvi Movers Limited

Pune, 30th May 2012 Chandrakant Sanghvi

Chairman & Managing Director

Registered Office :

Survey No. 92, Tathawade,

Taluka Mulshi, Pune 411 033


Mar 31, 2011

The Members

The Directors have pleasure in presenting the Twenty-second Annual Report and Audited Accounts of your Company for the financial year ended 31st March 2011.

(Rs.in Lakhs)

Financial Results 2010-2011 2009-2010

Total Income 37,352.25 34,273.12

Total Expenditure 10,544.74 7,887.34

Profit before Interest and Depreciation 26,807.51 26,385.77

Interest 4,919.60 4,747.28

Depreciation 9,288.48 7,872.98

Profit before Tax 12,599.42 13,765.52

Provision for Taxation 3,968.39 4,723.44

Profit after Tax 8,631.03 9,042.08

Surplus brought forward 14,004.80 11,477.05

Amount available for Appropriation 22,635.83 20,519.13

Appropriations :

Transfer to General Reserves 5,000.00 5,000.00

Proposed Dividend 1,298.64 1,298.64

Tax on Dividend 210.67 215.69

Surplus carried forward to Balance Sheet 16,126.52 14,004.80

Dividend

Your Directors are pleased to recommend for your consideration Dividend Rs.3/- per Equity Share i.e. @ 150% on Equity Shares for the Year ended 31st March 2011, as against Rs.3/- per Equity Share i.e. @ 150% for previous year. In order to conserve the resources of the Company, the Dividend Payout Ratio is kept at 17%.

Business Review

The Performance of your Company during the Year under review has been satisfactory. You will be pleased to note that during the year under review, your Company has earned Total Income of Rs.37,352.25 Lakhs and Net Profit of Rs.8,631.03 Lakhs as against Total Income of Rs.34,273.12 Lakhs and Net Profit of Rs.9,042.08 Lakhs earned in the previous year.

Power Generation

Your Company has been earning regular income from the Business of Power Generation from Windmills commissioned in Jaisalmer, Rajasthan and Chitradurga, Karnataka. Total Income earned out of Wind Power Generation was Rs.195.35 Lakhs and Total Power generation through Windmills was 55.29 Lakhs Kwh.

Finance

During the year under review, the Company has availed Financial Assistance from Axis Bank, Bank of Baroda, Bank of India, Corporation Bank, HDFC Bank, ICICI Bank, ING Vysya Bank, State Bank of Hyderabad, State Bank of India and The Saraswat Co-operative Bank for funding its expansion Programme and the Company is enjoying Working Capital facilities from Dena Bank.

Total Secured Loan outstanding as of 31st March 2011 was Rs.63,284.63 Lakhs.

ICRA Limited has reaffirmed the "[ICRA] A " credit rating, assigned with regard to the term loan facilities and cash credit facilities of Sanghvi Movers Limited, which indicates highest safety. The outlook on the long- term rating is stable. ICRA has also reaffirmed the "[ICRA] A1" rating assigned with regard to the short term fund based facilities of Sanghvi Movers Limited.

Directors

Mr. P.C. Bhalerao resigned with effect from 6th December 2010. Your Board of Directors expresses its sincere appreciation for the services rendered by Mr. P.C. Bhalerao and further expresses its gratitude for the same.

Mr. R. S. Desai and Mr. Dara Damania are liable to retire by rotation and being eligible offer themselves for re-appointment.

The brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Report on Corporate Governance.

Fixed Deposits

The Company has not accepted any fixed deposits from the public during the year ended 31st March 2011.

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.

Personnel

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

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the Annual Accounts for the Financial Year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that 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 of the Company for the year under review;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2011, on a going concern basis.

Auditors

M/s. L. M. Joshi & Co., Chartered Accountants, Pune, the Statutory Auditors of the Company have informed that they are unable to offer themselves for re-appointment as the Auditors of the Company for the Financial Year 2011-2012. The Company has received a special notice from a Member of the Company, in terms of the provisions of the Companies Act, 1956, signifying his intention to propose the appointment of M/s. B.S. R. & Co., Chartered Accountants, Pune, as the Auditors of the Company from the conclusion of the 22nd Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

M/s. B.S. R. & Co., Chartered Accountants, Pune, have expressed their willingness to act as Auditors of the Company, if appointed, and have also confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956. M/s. L. M. Joshi & Co., Chartered Accountants, Pune, the retiring Auditors, have issued 'No Objection Certificate' to the appointment of M/s. B.S. R. & Co., Chartered Accountants, Pune, as the Statutory Auditors of the Company, if made, at this Annual General Meeting of the Company. In view of the above, and based on the recommendations of the Audit Committee, the Board of Directors, have at their Meeting held on 05th August 2011, proposed the appointment of M/s. B.S. R. & Co., Chartered Accountants, Pune, as the Statutory Auditors in place of M/s. L. M. Joshi & Co., Chartered Accountants, Pune, to hold office from the conclusion of this 22nd Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

Statutory Particulars

During the year under review, the Company is having one employee employed throughout the year who was in receipt of remuneration of more than Rs.60 Lakhs per annum.

Having regard to the nature of business of the Company, Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the Company.

During the year under review, there were no foreign exchange earnings and the foreign exchange outgo amounted to Rs.27,226.23 Lakhs.

Corporate Governance

In accordance with the Guidelines of the Securities and Exchange Board of India and Clause 49 of the Listing Agreement with the Stock Exchanges and the Provisions of the Companies Act, 1956, Report on Corporate Governance, Management Discussion & Analysis Report and Compliance Certificate from the Auditors of the Company are annexed and form part of Annual Report.

Acknowledgements

Your Directors would like to place on record their gratitude and appreciation to the Banks, esteemed Clients and valued investors for their continued co-operation and support. Your Board takes this opportunity to express their sincere appreciation for the contribution made by employees at all levels. The constant growth was made possible by their hard work, co-operation & support.

On behalf of the Board of Directors

For Sanghvi Movers Limited

Pune, 05th August 2011 C. P. Sanghvi

Chairman & Managing Director Registered Office :

Survey No. 92, Tathawade,

Taluka Mulshi, Pune 411 033




Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual Report and Audited Accounts of your Company for the year ended 31 March, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009

(Rs. in Lakhs) (Rs. in Lakhs)

Total Income 34,273.12 36,152.25

Total Expenditure 7,887.34 8,354.08

Profit before Interest and Depreciation 26,385.77 27,798.17

Interest 4,747.28 5,301.18

Depreciation 7,872.98 6,796.95

Profit before Tax 13,765.52 15,700.04

Provision for Taxation 4,723.44 5,594.77

Profit after Tax 9,042.08 10,105.27

Surplus brought forward 11,477.05 3,395.20

Amount available for Appropriation 20,519.13 13,500.47

Appropriations

Transfer to General Reserves 5,000.00 1,010.53

Proposed Dividend 1,298.64 865.76

Tax on Dividend 215.69 147.13

Surplus carried forward to Balance Sheet 14,004.80 11,477.05

DIVIDEND

Your Directors are pleased to recommend for your consideration Dividend Rs. 3/- per Equity Share i.e. @ 150% on Equity Shares for the Year ended 31 March, 2010, as against Rs. 2/- per Equity Share i.e. @ 100% for previous year. In order to conserve the resources of the Company, the Dividend Payout Ratio is kept at 17%.

BUSINESS REVIEW

The Performance of your Company during the Year under review has been satisfactory. You will be pleased to note that during the year under review, your Company has earned Total Income of Rs. 34,273.12 Lakhs and Net Profit of Rs. 9,042.08 Lakhs as against Total Income of Rs. 36,152.25 Lakhs and Net Profit of Rs. 10,105.27 Lakhs earned in the previous year.

POWER GENERATION

Your Company has been earning regular income from the Business of Power Generation from Windmills commissioned in Jaisalmer, Rajasthan and Chitradurga, Karnataka. Total Income earned out of Wind Power Generation was Rs. 276.85 Lakhs and Total Power generation through Windmills was 78.32 Lakhs Kwh.

FINANCE

During the year under review, the Company has availed Financial Assistance from Axis Bank, Bank of Baroda, Bank of India, Corporation Bank, HDFC Bank, ICICI Bank, ING Vysya Bank, State Bank of Hyderabad, State Bank of India and The Saraswat Co-operative Bank for funding its expansion programme and the Company is enjoying Working Capital facilities from Dena Bank.

Total Secured Loan outstanding as of 31st March, 2010 was Rs. 47,446.56 Lakhs.

Your Company has received "LA+" as Credit Rating for Long Term Loans, which indicates adequate credit quality in respect of Bank Loan profile of the Company and "A1" as Credit Rating for Short Term Loans, which indicates highest safety as regards Short Term Loans assigned by ICRA Limited.

DIRECTORS

Mr. Anirudha Seolekar resigned with effect from 8th July, 2009. Your Board of Directors expresses its sincere appreciation for the services rendered by Mr. Anirudha Seolekar and further expresses its gratitude for the same. With effect from 16th December 2009, Mr. Dinesh H. Munot appointed as an Additional Director of the Company.

Mr. S. Padmanabhan, Mr. Pradeep R. Rathi and Mr. Prakash C. Bhalerao are liable to retire by rotation and being eligible offer themselves for re-appointment.

The brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Report on Corporate Governance.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year ended 31th March, 2010.

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.

PERSONNEL

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the Annual Accounts for the Financial Year ended 31th March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(i) that 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 of the Company for the year under review;

(i) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31th March, 2010, on a going concern basis.

AUDITORS

M/s. L. M. Joshi & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

INCENTIVES TO THE EMPLOYEES

During the year under review, your Company has declared performance based incentive of Rs. 101.21 Lakhs to its employees.

STATUTORY PARTICULARS

Particulars of Employees as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in Annexure A, which forms part of this Report. However, in terms of Section 219 (1) (b) (iv) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary at the Registered Office of the Company. During the year under review, the Company is having 3 employees employed throughout the year who were in receipt of remuneration of more than Rs. 24 Lakhs per annum.

Having regard to the nature of business of the Company, Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption are not applicable to the Company.

During the year under review, there were no foreign exchange earnings and the foreign exchange outgo amounted to Rs. 13,362.47 Lakhs.

CORPORATE GOVERNANCE

In accordance with the Guidelines of the Securities and Exchange Board of India and Clause 49 of the Listing Agreement with The Stock Exchanges and the Provisions of the Companies Act, 1956, Report on Corporate Governance, Management Discussion & Analysis Report and Compliance Certificate from the Auditors of the Company are annexed and form part of Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their gratitude and appreciation to the Banks, esteemed Clients and valued investors for their continued co-operation and support. Your Directors also take this opportunity to acknowledge the hard work, dedicated efforts made by the Employees of the Company at all levels for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

FOR SANGHVI MOVERS LIMITED

Pune C. P. SANGHVI

26th May, 2010 Chairman & Managing Director

 
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