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Directors Report of Sanghvi Movers Ltd.

Mar 31, 2017

The Directors take pleasure in presenting the Twenty-eighth Annual Report on the business and operations of the Company together with Audited Financial Statements of the Company for the year ended 31st March 2017.

(Rs. in Lakhs)

Financial Results

2016-2017

2015-2016

Total Income

56,288.21

53,728.79

Total Expenditure

18,665.94

18,378.84

Profit before Interest and Depreciation

37,622.27

35,349.95

Interest

6,474.00

5,539.69

Depreciation

14,998.45

12,631.68

Profit Before Tax

16,149.82

17,178.58

Provision for Taxation

5,231.99

6,483.00

Profit after Tax

10,917.83

10,695.58

Surplus broughtforward from lastyear

31,536.17

22,664.11

Profit available for Appropriation

42,454.01

33,359.69

Appropriations:

Transfer to General Reserves

0

0

Dividend

1,731.52

1,515.08

Tax on Dividend

352.53

308.43

Surplus carried forward to Balance Sheet

40,369.96

31,536.17

# Figures have been regrouped/reclassified wherever necessary due to adoption of lNDAS

BUSINESS REVIEW

Inspite of challenging market conditions, your Company generated revenue of Rs. 56,288 Lakhs, an increase of 5% as compared to the previous year and the net profit of Rs. 10,918 Lakhs, as compared to the previous year’s net profit of Rs. 10,696 Lakhs. The wind mill sector continues to be the largest contributor to the revenues 71% followed by the Power sector 11%, Refineries 9% and other sectors 9%.

Your Company witnessed a growth of 5% during Financial Year 2016-17 on account of the increased capacity utilization and better gross yield rates. The Company’s performance during Financial Year 2016-17 was mainly attributable to the robust measures undertaken by the Company at all levels such as focus on pricing, disciplined project executions, focused management approach, prudent financial management and better control over cost, consistent follow-up for receivables and reduced interest costs on borrowings.

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. 194 Lakhs.

DIVIDEND

The Board has recommended Dividend Rs. 4.00/- per Equity Share i.e. @ 200% on Equity Shares for the year ended 31st March 2017. 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 and dividend distribution tax of Rs. 352.53 Lakhs.

TRANSFERTO RESERVES

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

SHARE CAPITAL

The paid up equity capital as on 31st March 2017 was Rs.865.76 Lakhs 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 Axis Bank, The Saraswat Co-operative Bank, HDFC Bank, Bank of Baroda, State Bank of India and ICICI Bank. The Company continues to focus on judicial management of its working capital with various initiatives for bringing down the cost of borrowings. The costs of facilities such as commercial paper, bill discounting facility, etc. were kept under check through its continuous monitoring. The Company has also taken long-term loans at very competitive interest rates. The Company is enjoying working capital facilities from State Bank of India. Total secured loan outstanding as of 31st March 2017 was Rs. 51,140 Lakhs. The Company is regular in its repayment obligation with its banks.

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

1. ICRA A PIus’ as credit rating for long term loans, which indicates adequate degree of safety in respect of bank loan profile of the Company and ’ICRAA1’ as credit rating for short term loans;

2. ICRA A 1 Plus’ as credit rating for commercial paper, which indicates very strong degree of safety regarding timely payment of financial obligations.

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

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. As of 31st March 2017 there are no fixed deposits outstanding.

FOREIGN EXCHANGE EARNINGS AND OUT GO

During the year under review, there were no foreign exchange earnings and the foreign exchange outgo amounted to Rs. 19,725 Lakhs.

ACCOUNTS

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

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. The Company has also obtained the certificate from a Chartered Accountant on periodical basis. 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 as approved by the Board is uploaded on the Company’s website, i.e. http://www.sanahvicranes.com/media/SML RPT.pdf

PARTICULARS REGARDING 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 stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

INSURANCE

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31STMARCH 2017 AND 30™ MAY 2017 (DATE OF THE REPORT)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March 2017) and the date of the Report (30th May 2017). 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.

DIRECTORS

Mrs. Mina C. Sanghvi and Mr. C. P. Sanghvi are liable to retire by rotation and being eligible offer themselves for re-appointment. Mrs. Mina C. Sanghvi is a Commerce Graduate and Diploma in System Analysis and has expertise in the areas of Business management, Human Resource Development and system design. Mr. C. P. Sanghvi is a Graduate in Engineering and has completed M.S from University of Columbia, USA and has expertise in Engineering and Business Management.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6) OF THE COMPANIES ACT, 2013

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.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has framed various programmes to familiarize 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: http://www.sanahvicranes.com/media/SML FPFID.pdf

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and SEBI circular no. SEBI/HO/CEFD/CIR/P/2017/004 dated January 05th, 2017, the Members of the Board carried out a formal review for evaluating the performance and effectiveness of the Board, Committees of the Board and of the individual Directors including the Chairman of the Board.

The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, participation in assessment of annual operating plan, risks etc. Using appropriate criteria the performance of the various Committees was separately evaluated by the Board.

In a separate meeting of Independent Directors, performance of Non-Independent Director, performance of the Board as a whole and performance of the Chairperson were evaluated. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as achievement against key performance objectives, attendance at meetings, time devoted for the Company, contribution in the Board process etc.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration is annexed herewith as “Annexure A”.

NUMBER OF MEETINGS OF THE BOARD

A calendar of meetings is prepared and circulated in advance to the Directors. During the year four 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

ii) 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.

iii) 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.

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

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

vi) 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.

INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

The Company has an Internal Control Framework which is commensurate with the size, scale and complexity of its operations. This framework ensures adequate safeguards and processes to address the evolving business requirements. Key controls have been identified along with risks and mitigation processes covering major areas across all businesses and functions. Internal controls are reviewed by Internal Audit Department on a periodical basis.

The Audit Committee and Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2016-17 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

a. Statutory 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 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. The resolution seeking Member’s ratification forthe appointment of M/s. B S R & Co. LLP, Chartered Accountants, Pune, is included in item no. 5 of the Notice convening the Annual General Meeting.

b. Secretarial Audit

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

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

COMMENTS ON AUDITORS’ REPORT

Statutory Auditors: There are no qualifications, reservations or adverse remarks or disclaimers made by B S R & Co. LLP, Statutory Auditors.

Secretarial Auditor: The Company has filed Some e-forms with a delay by payment of additional fees. The Company is in the process of filing of Form MGT14 for reappointment of Managing Director and for approval of financial statements.

EXTRACT OF THE ANNUAL RETURN

In accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, Section 92 (3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return of the Company for the Financial Year ended on 31st March 2017 is provided in the “Annexure C” to the Directors’ Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In accordance with the Guidelines of the Securities and Exchange Board of India and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 and the provisions of the Companies Act, 2013, Report on Corporate Governance with Auditor’s certificate, Management Discussion & Analysis Report are annexed and form part of annual report.

Your Company has been benchmarking itself with well established Corporate Governance practices besides strictly complying 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 utilizing 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 Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 and have certified the Compliance, as required under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. The Certificate in this regard is attached to the Corporate Governance Report.

The 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. 24 of the notes to the financial statements.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 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 minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels. To strengthen the risk management framework, Company has formed segment level risk committees to identify, analyze and mitigate the potential risks.

KEY MANAGERIAL PERSONNEL

No changes in Key Managerial Personnel appointed by the Company in the Board Meeting held on 30thMay 2014, Mr. C. P. Sanghvi - Managing Director, Mr. Sham D. Kajale - Executive Director & CFO and Mr. Rajesh P. Likhite - Company Secretary 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.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of the Act read with the relevant rules and having referred to provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company, excluding details of particulars of employees and related disclosures. The said information/details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy pursuant to which the Whistle Blower can raise concerns relating to reportable matters (as defined in the policy) such as unethical behaviour, breach of Code of Conduct, actual or suspected fraud, ethics policy, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of any law and retaliation against the Directors and employees, etc. Further, the mechanism adopted by your Company encourages the Whistle Blower to report genuine concerns or grievances, provides adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional circumstances. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. During the year, nil complaints were received. Brief details about the policy are provided in the Corporate Governance Report attached herewith.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a 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 Members and the designated employees have confirmed compliance with the Code.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of, Mrs. Mina C. Sanghvi - Chairperson of the Committee, Mr. Dara Damania and Mr. S Padmanabhan, 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. As on 31st March 2017, the Committee comprises three Directors. The said Committee has formulated the CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the Company at http://www.sanahvicranes.com/media/CORPORATESOCIALRESPONSBILITYCQMMITTEE.pdf.

The Company has incurred expenditure on various CSR activities aggregating to Rs. 121.37 Lakhs during the financial year 2016-17. The detailed report on the CSR activities is attached as Annexure F.

SECRETARIAL STANDARDS

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

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 (ICC) has been set up across all its location in India to redress complaints received regarding sexual harassment. The cases reported to the Committee are investigated by the Committee Members and the detailed report thereon is presented to the Board of Directors on a regular basis. During the year, nil cases were reported to the Committee.

The Board confirms that as at 31st March 2017, there were no pending cases of anti-harassment in the Company.

PERSONNEL

Employee relations have been cordial during the year under review.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank the Government of India, concerned State Governments, Government Authorities, the Stakeholders, Business Associates, Banks, Financial Institutions, Customers, Vendors and Service Providers for the valuable support and co-operation extended by them during the year.

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.

By Order of the Board of Directors

For Sanghvi Movers Limited

Place : Pune Chandrakant Sanghvi

Date : 30 May 2017 Chairman & Managing Director

(DIN:00116599)

Registered Office:

Survey No. 92, Tathawade,

Taluka Mulshi, Pune411033

CIN: L29150PN1989PLC054143

Tel No. 91 (20)66744700

Fax No: 91 (20)66744724


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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