NINETEENTH ANNUAL REPORT 2007-2008 2007-2008.pdfThe Saraswat Co-operative Bank Ltd. AUDITORS L. M....

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NINETEENTH ANNUAL REPORT 2007-2008

C O N T E N T S

Corporate Information.....................................................02

Company Profile .............................................................. 03

Financial Highlights .......................................................... 04

Notice .............................................................................. 05

Directors’ Report .............................................................. 14

Management Discussion and Analysis Report ................... 22

Report on Corporate Governance ..................................... 26

Auditors’ Report................................................................ 35

Balance Sheet .................................................................. 38

Profit and Loss Account ................................................... 39

Schedules ........................................................................ 40

Balance Sheet Abstract .................................................... 53

Cash Flow Statement ........................................................ 54

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BOARD OF DIRECTORSC. P. SANGHVIChairman & Managing Director

V. B. MAINKARFREDERICK LONG

JOSEPHINE PRICE

S. PADMANABHAN

P. C. BHALERAO

PRADEEP R. RATHI

ANIRUDHA U. SEOLEKAR

GAURAV MALIKAlternate Director to Mr. Frederick Long

GARY NGAlternate Director to Ms. Josephine Price

R. S. DESAIExecutive Director

SHAM D. KAJALEExecutive Director & CFO

SECRETRAYJITENDRA R. SHAHCompany Secretary

REGISTERED OFFICESurvey No. 92, Tathawade,Taluka Mulshi, Pune - 411 033Tel : 91-020-66744700Fax : 91-020-66744724e-mail : [email protected] : www.sanghvicranes.com

BANKERSAxis Bank Ltd.

Bank of Baroda

Corporation Bank

Dena Bank

HDFC Bank Ltd.

ICICI Bank

ING VYSYA Bank Ltd.

State Bank of Hyderabad

State Bank of India

The Saraswat Co-operative Bank Ltd.

AUDITORSL. M. JOSHI & CO.,Chartered Accountants

REGISTRAR & SHARE TRANSFERAGENTSM/s. Intime Spectrum Registry LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup(W), Mumbai 400 078Tel : 91-022-2596 3838Fax : 91-022-2594 6969e-mail : [email protected] : www.intimespectrum.com

C O R P O R A T E I N F O R M A T I O N

ENGINEERING HEAVY LIFTLIFT PLANNING

CRANE HIRING

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Brief● Company established in 1989 as a Private Limited Company and converted into a Public Limited

Company in 1994. Company did its IPO in 1995 and presently listed on The Bombay Stock ExchangeLimited (BSE) and The National Stock Exchange of India Limited (NSE).

● Sanghvi Movers Limited is the largest Crane Hiring Company in India, located in Pune, Maharashtra.

●· It is the 10th Largest Crane Hiring Company in the World as per IC50 Listing (June - 2008)

● Company has a fleet of 278 medium to large size Hydraulic Truck Mounted Telescopic and LatticeBoom Cranes and Crawler Cranes with lifting capacity ranging from 20 Tons to 800 Tons.

Distribution Network

● Our strength lies in an extensive service network all over India through our various Depots located atPune, Vadgaon, Chakan, Nagpur, Jamnagar, Bharuch, Delhi, Cuttack, Bangalore, Chennai, etc.

● Further, in addition to above depots, the Company is also planning to establish its depots at Dhule,Satara, Gadag, Coimbtore, etc.

Performance Highlights – Financial Year 2007-08

● Total Revenue increased by 43% and crossed Rs. 250 Crores.

● Operating level margin (EBIDTA) at 73%.

● Profit after Tax increased by 54% and crossed Rs. 72 Crores.

● Gross Block of Cranes in excess of Rs. 750 Crores.

● Net worth crossed Rs. 300 Crores.

SML’s contribution to Nation Building

● Diversified fleet of heavy duty Cranes of SML are being used for speedy execution of Infrastructure andCore Sector Projects.

Listing

● Your company is listed on The Bombay Stock Exchange Limited (BSE) and The National StockExchange of India Limited (NSE).

ISIN No.● After the sub-division of shares, your Company’s new ISIN No. is INE989A01024 for dematerialization

of shares

C O M P A N Y P R O F I L E

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PARTICULARS 2007-2008 2006-2007 2005-2006 2004-2005 2003-2004

TOTAL INCOME 25,695.77 18,016.61 14,965.03 7,586.97 4,634.90

TOTAL EXPENDITURE 6,818.76 4,842.09 5,043.63 2,985.82 2,046.49

GROSS PROFIT 18,877.01 13,174.52 9,921.40 4,601.15 2,588.41

INTEREST 3,072.09 2,462.77 1,371.83 467.02 198.03

PBDT 15,804.92 10,711.75 8,549.57 4,134.13 2,390.38

DEPRECIATION 4,745.69 3,483.01 3,564.34 2,128.22 1,426.52

PROFIT BEFORE TAX 11,059.23 7,228.74 4,985.23 2,005.91 963.86

PROVISION FOR TAXATION -

CURRENT TAX & PREVIOUS YEARS TAX 3,005.00 1,852.10 1,854.91 419.95 149.86

DEFERRED TAX 751.30 632.71 (113.98) 216.11 195.96

FRINGE BENEFIT TAX 28.25 25.75 26.00 - -

PROFIT AFTER TAX BEFORE

EXTRA-ORDINARY ITEMS 7,274.68 4,718.18 3,218.30 1,369.85 618.04

EXTRA-ORDINARY ITEMS - 1,712.19 - - -

PROFIT AFTER TAX AFTER

EXTRA-ORDINARY ITEMS 7,274.68 6,430.37 3,218.30 1,369.85 618.04

CASH PROFIT 12,771.67 8,833.90 6,668.65 3,714.18 2,240.52

GROSS BLOCK 73,359.74 59,337.52 40,563.68 23,656.68 15,569.78

DEPRECIATION 17,382.34 12,864.32 11,986.44 8,422.69 6,475.93

NET BLOCK 55,977.40 46,473.20 28,577.24 15,233.99 9,093.85

DIVIDEND

IN PERCENTAGE *150.00 125.00 100.00 50.00 25.00

IN AMOUNT *1,298.64 1,007.20 717.76 358.88 179.44

PAID-UP CAPITAL 865.76 817.71 729.71 729.71 729.71

RESERVES 29,484.48 19,589.16 7,346.17 4,946.29 3,985.66

SHAREHOLDERS’ FUNDS 30,362.19 21,030.51 8,075.88 5,676.00 4,715.37

NET WORTH 30,362.19 21,030.51 8,075.88 5,676.00 4,702.24

DEBT : EQUITY 1.16 1.30 2.90 1.80 0.88

EARNING PER SHARE (Rs.)

BASIC **17.75 64.25 44.84 19.09 8.61

DILUTED **17.75 59.98 44.84 19.09 8.61

CASH EPS (Rs.) **31.15 120.29 92.91 51.75 31.22

BOOK VALUE (Rs.) **70.14 261.00 79.08 79.08 65.51

CAPEX 22,000 18,900 17,000 8,300 4,600

* Subject to approval of the Members

**Earning per share, Cash EPS and Book value after the sub-division of shares from Rs. 10/- each to Rs. 2/- each

MOVING INFRASTRUCTURE AHEAD

(Rs. in Lakhs)

F I N A N C I A L H I G H L I G H T S

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NOTICE

NOTICE is hereby given that the Nineteenth Annual General Meeting of the Members of Sanghvi Movers Limited willbe held on Tuesday, the 29th day of July, 2008, at 11.00 a.m. at the Registered Office of the Company, at Survey No.92, Tathawade, Taluka Mulshi, Pune 411 033, to transact the following business :-

Ordinary Business :

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2008, the Profit and LossAccount for the Year ended on that date and the Reports of the Directors’ and the Auditors’ thereon.

2. To declare dividend on equity shares.

3. To appoint a Director in place of Mr. P. C. Bhalerao, who retires by rotation and being eligible, offers himselffor re-appointment.

4. To appoint a Director in place of Mr. R. S. Desai, who retires by rotation and being eligible, offers himselffor re-appointment.

5. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusionof the next Annual General Meeting of the Company and to fix their remuneration.

Special Business :

6. To consider, and if thought fit, to pass with or without modification(s), the following resolution as a SpecialResolution:

“RESOLVED THAT pursuant to provisions of Section 31 and other applicable provisions, if any, of theCompanies Act, 1956, the sanction of the Company be and is hereby accorded for the amendment of theArticles of Association by the insertion of new Article 48A after the Article 48 as follows :

48A :- Cancellation of Forfeited Shares

The Company may, by a resolution of the Board, decide not to reissue any forfeited shares in the Company.In such a case, the Board may cancel the forfeited shares, with or without canceling them from theauthorised share capital, and transfer the amount received on such shares to capital reserve account. Incase the Company decides to diminish the amount of Company’s share capital by the nominal value offorfeited shares cancelled, it shall be done in accordance with the provisions of the Act as applicable.”

7. To consider, and if thought fit, to pass with or without modification(s), the following resolution as a SpecialResolution :

“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310 read with Schedule XIII andall other applicable provisions, if any, of the Companies Act, 1956 (the “Act”) (including any statutorymodifications or re-enactment thereof, for the time being in force), and subject to the limits specified inSchedule XIII to the Act and subject to all such approvals as may be required, the Company herebyaccords its approval and consent to the re-appointment of Mr. C. P. Sanghvi as Managing Director of theCompany for a period of Three Years with effect from 1st October, 2008, as per the terms and conditionsincluding payment of remuneration and perquisites as set out in the Agreement to be entered into by theCompany with Mr. C. P. Sanghvi, draft whereof is placed before the Meeting and that the said Agreementbe and is hereby specifically sanctioned and approved with an authority and power to the Board of Directorsof the Company (“the Board”) to alter and vary the terms and conditions of the re-appointment and/or theAgreement in such manner as the Board may think fit so as not to exceed the limits specified in ScheduleXIII to the Act (including any statutory modifications or re-enactment thereof, for the time being in force orany amendments or modifications that may hereafter be made thereto by the Central Government), asmay be agreed to by and between the Board and Mr. C. P. Sanghvi.

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RESOLVED FURTHER THAT where in any Financial Year during the currency of tenure of Mr. C. P.Sanghvi as Managing Director, the Company has no profits or its profits are inadequate, the Company maypay to Mr. C. P. Sanghvi, as minimum remuneration, the salary, perquisites and any other allowances, asprovided in the above referred Agreement, not exceeding the limits specified under Schedule XIII to the Act,as may be amended from time to time.

RESOLVED FURTHER THAT in the event of any statutory amendment or modification or relaxation by theCentral Government to Schedule XIII to the Act, the Board be and is hereby authorised to vary or increasethe remuneration, including salary, commission, perquisite and any other allowances within such prescribedlimit or ceiling and the aforesaid Agreement between the Company and Mr. C. P. Sanghvi be suitablyamended to give effect to such modification, relaxation or variation without any further reference to theCompany in General Meeting.

RESOLVED FURTHER THAT Mr. V. B. Mainkar, Director, Mr. R. S. Desai, Executive Director, Mr. S. D.Kajale, Executive Director and Mr. Jitendra R. Shah, Company Secretary of the Company be and arehereby severally authorised to do and perform all such acts, deeds, matters and things, as may beconsidered necessary, usual or expedient to give effect to this resolution.”

8. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT subject to provisions of Sections 198, 269, 309, 310 read with Schedule XIII and allother applicable provisions, if any, of the Companies Act, 1956 (“the Act”) (including any statutory modificationsor re-enactment thereof, for the time being in force), and subject to the limits specified in Schedule XIII tothe Act and subject to all such approvals as may be required and in partial modification of the resolutionpassed at item No. 9 of the Annual General Meeting of the Company held on 2

nd September, 2006, the

Company hereby accords its approval and consent to the salary, and benefits / facilities payable toMr. R. S. Desai, Executive Director of the Company with effect from 1

st April, 2008 and performance based

incentive for the financial year 2007-08 and onwards.

Salary

A Salary (Basic plus Dearness Allowance) of Rs. 1,20,500 (Rupees One Lakh Twenty Thousand and FiveHundred only) per month in the grade of Rs. 1,20,500 - Rs. 5,00,000.

Performance Based Incentive

Performance based incentive as determined by the Remuneration Committee and the Board from time totime including performance incentive for the financial year 2007-08.

Ex-gratia

1 Months’ Basic Salary plus Dearness Allowance.

Medical Insurance

As per the Rules of the Company.

Leave Travel Concession / Assistance


FURTHER RESOLVED THAT save as aforesaid, the resolution passed by the shareholders at item No. 9of the Annual General Meeting held on 2

nd September, 2006 shall continue to be in full force and effect.”

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9. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT subject to provisions of Sections 198, 269, 309, 310 read with Schedule XIII and allother applicable provisions, if any, of the Companies Act, 1956 (“the Act”) (including any statutory modificationsor re-enactment thereof, for the time being in force), and subject to the limits specified in Schedule XIII tothe Act and subject to all such approvals as may be required and in partial modification of the resolutionpassed at item No. 10 of the Annual General Meeting of the Company held on 2nd September, 2006, theCompany hereby accords its approval and consent to the salary, and benefits / facilities payable to Mr.Sham D. Kajale, Executive Director of the Company with effect from 1st April, 2008 and performance basedincentive for the financial year 2007-08 and onwards.

Salary

A Salary (Basic plus Dearness Allowance) of Rs. 1,08,500 (Rupees One Lakh Eight Thousand and FiveHundred only) per month in the grade of Rs. 1,08,500 - Rs. 5,00,000.

Performance Based Incentive

Performance based incentive as determined by the Remuneration Committee and the Board from time totime including performance based incentive for the financial year 2007-08.

Ex-gratia

1 Months’ Basic Salary plus Dearness Allowance.

Medical Insurance


Leave Travel Concession / Assistance


FURTHER RESOLVED THAT save as aforesaid, the resolution passed by the shareholders at item No. 10 of theAnnual General Meeting held on 2

nd September, 2006 shall continue to be in full force and effect.”

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THECOMPANY. THE PROXY FORM, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE MEETING.

2. The Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 in respect of SpecialBusiness under Items No. 6 to 9 is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday the19th July, 2008 to Tuesday the 29th July, 2008 (both days inclusive), for the purpose of Annual GeneralMeeting and Payment of Dividend.

4. Dividend, if declared at the Meeting, will be paid to those Members whose names appear on the Registerof Members on 18th July, 2008. In respect of Equity Shares in electronic form, Dividend will be payable onthe basis of beneficial ownership as per the details furnished by National Securities Depository Limited andCentral Depository Services (India) Limited for this purpose.

5. To avoid loss of dividend warrants in transit and delay in receipt of dividend warrants, the Company providesthe facility of Electronic Clearing Service (ECS) to all shareholders holding shares in electronic and physicalforms. The facility is available to the shareholders residing in the following cities.

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Ahmedabad, Bangalore, Baroda, Bhubaneswar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad,Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna, Pune, Surat, Thiruvananthapuram

Shareholders who wish to avail the ECS facility are requested to inform their bank account details, in theprescribed form, to the Registrar and Transfer Agent on or before 10th July, 2008.

6. A brief profile of the Directors retiring by rotation and eligible for re-appointment is furnished in the Report onthe Corporate Governance.

7. Members are requested to :

a) consider dematerialising the Equity Shares held by them,

b) intimate to the Company’s Registrar & Share Transfer Agents/their Depository Participants (DP)changes, if any, in their registered addresses at an early date,

c) quote ledger folio numbers and/or DP Identity and Client Identity Numbers in all their correspondence,

d) inform the Registrar & Share Transfer Agents of the Company the particulars of Bank AccountNumber with the Name of the Bank and its Branch so that these details could be shown on theDividend Warrants,

e) direct all their correspondence to the Registrar & Share Transfer Agents of the Company and

f) bring their copies of the Annual Report and the Attendance Slips with them at the Annual GeneralMeeting.

8. Members desirous of obtaining any information concerning accounts and operations of the Company arerequested to address their questions in writing to the Company atleast 10 days in advance before the dateof Annual General Meeting, so that the information required may be made available at the Meeting.

9. It may be noted that Dividend which remains unpaid or unclaimed for a period of seven years will betransferred to the Investor Education and Protection Fund of the Central Government and thereafter noclaim shall lie in respect thereof. The Unpaid/ Unclaimed Dividend for the Year ended 31st March, 2000,have been transferred to the Investor Education & Protection Fund. The Shareholders, who have not claimedthe Dividend for the Years ended 31st March, 2001, onwards, are requested to claim the same from theCompany at the earliest.

10. In case of any queries, complaints, change of address, etc. Members are requested to e-mail [email protected] or [email protected] or send their queries, complaintsto the Registered Office of the Company or Intime Spectrum Registry Limited, Registrar & Share TransferAgents of the Company.

By Order of the Board of DirectorsFor SANGHVI MOVERS LIMITED

Pune Jitendra R. Shah30th May, 2008 Company Secretary

Registered Office :

Survey No. 92, Tathawade,Taluka Mulshi, Pune 411 033

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EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THECOMPANIES ACT, 1956

For Item No. 6

In past, the Company forfeited 2,39,100 equity shares of Rs. 10/- each for non-payment of Rs. 5/- per equity sharei.e. aggregating to Rs. 11,95,500/-.

There is a difference between listed capital of the Company and paid-up capital of the Company which is Rs.11,95,500/-and the same is due to amount received on forfeited shares.

The cancellation of forfeited shares facilitates better and factual presentation of Share Capital in the Balance Sheet.It would also be consistent with the Share Capital data on the Stock Exchanges. Hence in future, Company maycancel the forfeited shares from ‘Issued, Subscribed and Paid-up Capital, although these shares may continue toform part of the Authorised Share Capital or the Company may cancel these shares even from the Authorised ShareCapital under section 94(1)(e) of the Companies Act, 1956.

Hence it is desirable to amend the Articles of Association of the Company to insert a provision authorising theCompany by a resolution of the Board to cancel forfeited shares.

A draft copy of the Articles of Association of the Company Showing Alteration will be available for inspection by themembers at the Registered Office of the Company between 11:00 A.M. – 1:00 P.M. on working days upto the dateof the Annual General Meeting.

No Director of the Company is concerned or interested.

The Board recommends the resolution set forth in the item No. 6 of notice for approval of members.

For Item No. 7

Mr. C. P. Sanghvi was appointed as Managing Director of the Company for a period of three years with effect from1st October, 2005, on terms and conditions including payment of Remuneration and Perquisites, as approved bythe Members by passing a Special Resolution, at the Annual General Meeting held on 24th September, 2005 andas set out in the Agreement dated 24th September, 2005.

Thereafter, the basic salary of Mr. C. P. Sanghvi has been increased from Rs. 3,50,000/- per month to Rs. 6,50,000/-per month by passing an Ordinary resolution at the Annual General Meeting held on 2nd September, 2006 and as setout in the supplemental agreement dated 2nd September, 2006 to the original agreement dated 24th September,2005.

Mr. C. P. Sanghvi has been instrumental for the rapid growth of the Company since inception. In view of the overallgrowth in the size and business activities of the Company and the future plans, it has been considered desirable inthe best interest of the Company to continue availing the benefits of his able leadership. It is, therefore, proposed tore-appoint Mr. C. P. Sanghvi as Managing Director of the Company for a period of Three Years with effect from 1stOctober, 2008.

Further the Remuneration Committee of the Board of Directors at its Meeting held on 15th April, 2008 approved theterms and conditions of re-appointment of Mr. C. P. Sanghvi, as Managing Director including payment of remunerationand perquisites for a period of Three Years effective from 1st October, 2008, subject to approval of Board ofDirectors and Members of the Company. Accordingly, the Board of Directors of the Company approved the termsand conditions of re-appointment of Mr. C. P. Sanghvi, as Managing Director including payment of remuneration andperquisites for a period of Three Years effective from 1st October, 2008 subject to approval of Members of theCompany. Accordingly, the terms and conditions of re-appointment of Mr. C. P. Sanghvi, as Managing Directorincluding payment of remuneration and perquisites for a period of Three Years effective from 1st October, 2008, asapproved by the Remuneration Committee and the Board of Directors and as set out in the Agreement to be enteredinto by the Company with him are as under :

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Basic Salary :

Rs. 11,50,000/- (Rs. Eleven Lakhs Fifty Thousand only) per month, with effect from 1st October, 2008.

House Rent Allowance :

Rs.50,000/- (Rupees Fifty Thousand only) per month.

Commission :

Calculated at a rate not exceeding 1% of the Net Profit of the Company as computed under section 349 and 350 ofthe Companies Act, 1956.

Perquisites :

Perquisites to the Managing Director shall be restricted to such ceiling, if any, as may be provided in Part II of theSchedule XIII to the Companies Act, 1956, for the time being in force or any statutory modification or re-enactmentthereof. Perquisites shall be valued as per Income Tax Rules, 1962.

Medical Expenses :

Reimbursement of Medical Expenses incurred including hospitalisation, nursing home and surgical charges forhimself and his Family.

Medical Insurance :


Leave :

On full pay and allowances in accordance with the rules of the Company but not exceeding one month’s leave forevery eleven months’ service.

Leave Travel Concession :

For himself and his Family once in a year in accordance with the rules of the Company.

Club Fees :

The Company shall pay the fees of clubs, subject to a maximum of two clubs. This will not include admission andlife membership fees.

Personal Accident Insurance :

The Company shall effect a personal accident insurance policy for the Managing Director, the Premium not toexceed Rs.4,000/- per annum.

Gratuity :

Half month’s salary for each completed year of service in accordance with the rules of the Company.

Provident Fund & Superannuation Fund :

Company’s contribution to Provident Fund and Superannuation Fund to the extent these either singly or put togetherare not taxable under the Income Tax Act.

Telephone :

Telephone at residence (including payment of local calls and long distance official calls, mobile phone, and internetfacility/any other communication facility) at Company’s cost.

Car :

Provision of one car with entitlement of a Chauffeur, which shall be fueled and maintained by the Company, to bevalued as per Income Tax Rules, 1962.

Other Perquisites :

Reimbursement of Expenditure incurred on Gas, Electricity, Water and Furnishings.

Explanation : “Family” means the spouse and dependent children of Managing Director.

Other material terms with regard to the re-appointment of the Managing Director interalia include the following :

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(a) The Managing Director shall perform, execute and discharge all such duties and responsibilities as may fromtime to time be assigned or entrusted to him by the Board.

(b) The Managing Director shall be entitled to reimbursement of all amounts actually, wholly and properly incurredby him in the course of the Company’s business including on entertainment and traveling and for and onbehalf of the Company commensurate with his position.

(c) The Managing Director, so long as he functions as such, shall not be paid any sitting fees for attending themeeting of the Board of Directors or any committee thereof.

(d) Agreement may be terminated by either party giving the other party 3 months’ prior notice in writing.

Draft of Agreement to be entered into between the Company and Mr. C. P. Sanghvi, Managing Director, is availablefor inspection at the Registered Office of the Company between 11.00 A.M. to 1.00 P. M. on all working days uptothe date of the Meeting.

Mr. C. P. Sanghvi is holding directly 5,94,025 shares of the Company as on date. Except for Mr. C. P. Sanghvi whois interested in the resolution, as it deals with his re-appointment, no other Director of the Company is concernedor interested.


The above may be treated as an abstract of the terms of re-appointment and agreement to be entered into by theCompany with Mr. C. P. Sanghvi, Managing Director and memorandum of concern or interest, pursuant to Section302 of the Companies Act, 1956.

For Item No.8

Mr. R. S. Desai was appointed as Executive Director of the Company, whose period is liable to retire by rotation, fora period of three years with effect from 2nd September, 2006, on the terms and conditions including payment ofremuneration and perquisites, as approved by the Members by an Ordinary Resolution at the Seventeenth AnnualGeneral Meeting held on 2nd September, 2006.

Thereafter, the basic salary of Mr. R. S. Desai has been increased from Rs. 39,500/- per month to Rs. 84,500/- permonth with effect from 1st April, 2007 by the Board of Directors in its meeting held on 12th April, 2007.

Members are aware of the Company’s growth on all the fronts from the last some years and also huge expansionprogram of the Company. The company is immensely benefited because of vast experience of Mr. R. S. Desai inCrane Operations. It was considered desirable in the best interest of the Company to continue availing the benefitsof his vast experience by making an increase in his salary. The Remuneration Committee of Board of Directors ofthe Company at the meeting held on 30th May, 2008, approved increase in salary of Mr. R. S. Desai with effect from1st April, 2008 for the remaining period and other terms and conditions of the Resolution passed in the AnnualGeneral Meeting held on 2nd September, 2006 remains unchanged, subject to approval of Board of Directors andMembers of the Company. Accordingly, the Board of Directors of the Company at its meeting held on 30th May,2008 approved increase in salary of Mr. R. S. Desai as Executive Director of the Company with effect from 1st April,2008 for the remaining period and other terms and conditions of the Resolution passed in the Annual GeneralMeeting held on 2nd September, 2006 remains unchanged, subject to approval of Members of the Company.

Mr. R. S. Desai is holding directly 105 shares of the Company as on date. Except for Mr. R. S. Desai, who isinterested in the resolution, as it deals with his remuneration, no other Director of the Company is concerned orinterested.


The resolution and above may be treated as an abstract and memorandum of concern or interest pursuant toSection 302 of the Companies Act, 1956.

For Item No. 9

Mr. Sham D. Kajale was appointed as Executive Director of the Company, whose period is liable to retire byrotation, for a period of three years with effect from 2nd September, 2006, on the terms and conditions includingpayment of remuneration and perquisites, as approved by the Members by an Ordinary Resolution at the SeventeenthAnnual General Meeting held on 2nd September, 2006.

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Thereafter, the basic salary of Mr. Sham D. Kajale has been increased from Rs. 39,500/- per month toRs. 76,000/- per month with effect from 1st April, 2007 by the Board of Directors in its meeting held on12th April, 2007.

Members are aware of the Company’s growth on all the fronts from the last 4 years and also huge expansionprogram of the Company. The company is immensely benefited because of vast experience of Mr. Sham D. Kajalein Finance and Accounts. It was considered desirable in the best interest of the Company to continue availing thebenefits of his vast experience by making an increase in his salary. The Remuneration Committee of Board ofDirectors of the Company at the meeting held on 30th May, 2008, approved increase in salary of Mr. Sham D. Kajalewith effect from 1st April, 2008 for the remaining period and other terms and conditions of the Resolution passed inthe Annual General Meeting held on 2nd September, 2006 remains unchanged, subject to approval of Board ofDirectors and Members of the Company. Accordingly, the Board of Directors of the Company at its meeting held on30th May, 2008 approved the increase in salary of Mr. Sham D. Kajale as Executive Director of the Company witheffect from 1st April, 2008 for the remaining period and other terms and conditions of the Resolution passed in theAnnual General Meeting held on 2nd September, 2006 remains unchanged, subject to approval of Members of theCompany.

Mr. Sham D. Kajale is not holding directly a single share of the Company as on date. Except forMr. Sham D. Kajale, who is interested in the resolution, as it deals with his remuneration, no other Director of theCompany is concerned or interested.


The resolution and above may be treated as an abstract and memorandum of concern or interest pursuant toSection 302 of the Companies Act, 1956.

By Order of the Board of DirectorsFor SANGHVI MOVERS LIMITED

Pune Jitendra R. Shah30th May, 2008 Company Secretary

Registered Office :Survey No. 92, Tathawade,Taluka Mulshi, Pune 411 033

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600/800 MT TEREX-DEMAG CC2800-1 CrawlerCrane With Lattice assembled in ‘SWSL’configuration with Main boom -84m + Luffing Jib– 96m, carrying out the erection of Cyclones &Structures in Pre-Heater Building at a Height165m for Grasim Industries Ltd., Shambhupura,Chittorgarh, Rajasthan.

➡

158 MT. MANITOWOC 4000W Crawler CraneWith Lattice Boom assembled in ‘Tower’configuration (Tower Boom 50 m + Tower Jib -47 m) doing erection of ESP Structural columnfor Simplex Infrastructure Ltd., at GrasimIndustries Ltd. Unit Grasim Cement, Kotputli,Rajasthan.

➡

First time inIndia Crane

Boom Length of180 m used.

First time in IndiaMANITOWOCCrane used asTower Crane.

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DIRECTORS’ REPORT TO THE MEMBERSYour Directors have pleasure in presenting the Nineteenth Annual Report and Audited Accounts of your Companyfor the Year ended 31st March, 2008.

FINANCIAL RESULTS 2007-2008 2006-2007

(Rs. in Lakhs)

Total Income 25,695.77 18,016.61

Total Expenditure 6,818.77 4,842.10

Profit before Interest and

Depreciation 18,877.00 13,174.51

Interest 3,072.09 2,462.77

Depreciation 4,745.69 3,483.01

Profit before Tax 11,059.22 7,228.73

Provision for Taxation 3,784.55 2,510.55

Profit after Tax but Before

Extra-ordinary Items 7,274.67 4,718.18

Extra-ordinary items — 1,712.19

Profit after Tax and After

Extra-ordinary Items 7,274.67 6,430.37

Surplus brought forward 2,639.87 1,387.88

Amount available for Appropriation 9,914.54 7,818.25

Appropriations

Transfer to General Reserves 5,000.00 4,000.00

Proposed Dividend 1,298.64 1,007.20

Tax on Dividend 220.70 171.17

Surplus carried forward to

Balance Sheet 3,395.20 2,639.88

DIVIDEND

Your Directors are pleased to recommend for your considerationDividend @ 150% on Equity Shares for the Year ended 31st March,2008, as against 125% for previous year. In order to conserve theresources for the Capex Plan of Financial Year 2008-09, the DividendPayout Ratio is kept at 21%.

BUSINESS REVIEW

The Performance of your Company during the Year under reviewhas been encouraging. You will be pleased to note that during theyear under review, your Company has earned Total Income of Rs.25,695.77 Lakhs and Net Profit before Extra-ordinary Items of Rs.7,274.67 Lakhs as against Total Income of Rs. 18,016.61 Lakhsand Net Profit before Extra-ordinary Items of Rs. 4,718.18 Lakhsearned in the previous year, thus recording increase of 42.62% and54.18% respectively.

CAGR 35.16%

CAGR 51.80%

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AWARDS10th Largest Crane Hiring Company in the world - IC50 Listing June, 2008

Award by Construction World as Fastest Growing Equipment Rental Company in India

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The Sector wise Revenue Break up vis-à-vis Comparison for financial year 2006-07, 2007-08 and estimated revenuebreak-up for financial year 2008-09 is as under :

OPERATIONS OF CRANES

During the Year under review the Company has imported 34 Nos. Cranes & some attachments aggregating to Rs.22,048.43 Lakhs. The break up of Cranes purchased during the Year is as under.

Sr. No. Particulars No. of Cranes Amount Rs. in Lakhs

1 Used Cranes 20 5,200.82

2 Brand New Cranes 14 16,136.89

3 Construction Equipments

1 No. Brand New Sany Piling Rig 368.892 Nos. Brand New Sany Concrete Pumps 294.20

4 Nos. used Boom Lifters 47.63

Total 34 22,048.43

The Company has planned Expansion in Cranes of approximately Rs.250 Crores for the Year 2008-2009.

The Company has been streamlining its operations and setting up Depots/Workshops at suitable places. Duringthe Period under review, the Company has purchased 2 Land at the below mentioned places for Depot purpose

Sr. No. Particulars Area (Acres) Amount Rs. in Lakhs

1 Land at Jamnagar 4.00 72.20

2 Land at Gadag (Karanataka) 6.50 36.15

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The position of receivables due as on 31/03/2008 is as under :

Sr. No. Particulars 31/03/2008 31/03/2007

1 Total Sundry Debtors as on Rs. 6,458.70 Lakhs Rs. 5,032.32 Lakhs2 Receivables/ Turnover Ratio (Lock in No. of Days) 93 days 103 days3 Debtors outstanding over 6 months Rs. 112.87 Lakhs Rs. 514.24 Lakhs4 % of Debtors outstanding over 6 months 1.74 % 10.21 %

The summary of Cranes as on 31st March, 2008 is as under :

Particulars No. of Cranes % of Gross Block

Total No. of Cranes – Hydraulic 179 23.96%Total No. of Cranes - Crawler 99 76.04%Total No. of Cranes as on 31/03/2008 278 100.00%

Hydraulic Cranes above 100 Tons 61 16.26%Crawler Cranes above 100 Tons 94 75.74%Total No. of Cranes above 100 Tons 155 92.00%

Total No. of Brand New Cranes 32 46.35%Second Hand Cranes 246 53.65%Total No. of Cranes as on 31/03/2008 278 100.00%

SUB-DIVISION OF SHARES

During the year under review, one Equity Share of your company sub-divided from Rs. 10/- per Equity Share to 5Equity Shares of Rs. 2/- each with effect from 31st August, 2007 being the record date fixed by the Board ofDirectors for this purpose.

Consequently 80,57,600 Equity Shares of Rs. 10/- each sub-divided into 4,02,88,000 Equity Shares of Rs. 2/- each.

CONVERTIBLE WARRANTS AND INCREASE IN SHARE CAPITAL

During the year under review, your Company has received Rs. 3,576 Lakhs being balance amount of remaining 90%of the amount of 6,00,000 Convertible Warrants issued and allotted at Rs. 700/- per warrant to the Promoter/Promoter Group Companies including persons acting in concert with the Promoters and their nominees in themonth of May, 2006, on Preferential Basis under the applicable SEBI Guidelines.

During the year under review, 30,00,000 Equity Shares of Rs. 2/- each at a premium of Rs. 138/- per Equity Shareallotted to Mrs. Sanghvi Mina Chandrakant and M/s. Sanghvi Hi-Lift Private Limited, Promoters of the Company,pursuant to the exercise of option for conversion of aforesaid warrants into Equity Shares. Post conversion of warrantsthe fully diluted Equity Share Capital of Company is 4,32,88,000 Shares of Rs. 2/- each aggregating to Rs. 8,65,76,000/-as of 31st March, 2008.

The purpose of Issue was funding for combination of capital expenditure requirements, expansion, support growthplans, long term working capital and general corporate purposes of the Company.

The above funds were deployed towards Capital Expenditure to the extent of Rs. 574 Lakhs and for Long TermWorking Capital and General Corporate Purposes to the extent of Rs. 3,002 Lakhs.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES

During the year under review, your Company got Listing Permission for 21,20,420 Equity Shares from The NationalStock Exchange of India Limited (NSE) and The Bombay Stock Exchange Limited (BSE) as on 1st January, 2008

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and 11th January, 2008, respectively. However the Company had made an application for listing of 8,79,580 EquityShares to The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) inMarch, 2008 and the said shares were listed on The National Stock Exchange of India Limited (NSE) and TheBombay Stock Exchange Limited (BSE) from 5th May, 2008 from 9th May, 2008, respectively.

POWER GENERATION

Your Company has been earning regular income from the Business of Power Generation from Wind Millscommissioned in Jaisalmer, Rajasthan and Chitradurga, Karnataka. Total Income earned out of Wind PowerGeneration was Rs. 260.77 Lakhs and Total Power Generation through windmill was 74.67 Lakhs Kwh.

FINANCE

During the Year under review, the Company has availed Financial Assistance from Axis Bank, Bank of Baroda,Corporation Bank, ING Vysya Bank Limited, State Bank of Hyderabad, State Bank of India and The Saraswat Co-operative Bank Limited, for funding its expansion programme.

Your Company has received “LA+” as Credit Rating for Long Term Loans, which indicates adequate credit quality inrespect of Bank Loan profile of the Company and “A1” as Credit Rating for short Term Loans, which indicateshighest safety as regards short term loans assigned by ICRA Limited.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.P. C. Bhalerao and Mr. R. S. Desai, 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 onCorporate Governance.

FIXED DEPOSITS

The Company discontinued accepting/renewing deposits from January, 2000. Your Company had entirely repaid/refunded Fixed Deposits accepted earlier from the Public and Shareholders and has no outstanding or unclaimeddeposits as on 31st March, 2008.

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 employeesat 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 31st March, 2008, the applicableaccounting standards have been followed along with proper explanation relating to material departures ;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the Financial Year and of the Profit of the Company for the Year under review;

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

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(iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2008, on agoing concern basis.

AUDITORS

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

COMPANY’S DEPOTS IN INDIA

DEPOTS

At present, the Company is having its depots at Pune, Vadgaon, Chakan, Nagpur, Jamnagar, Bharuch, Delhi,Cuttack, Bangalore, Chennai, etc.

Further, in addition to these depots, the Company is also planning to establish its depots at Dhule, Satara, Gadag,Coimbtore, etc.

By having these depots established at strategic locations, Company saves lot of time and cost in movement ofCranes and ensure timely deployment of Cranes with its clients.

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INCENTIVE TO THE EMPLOYEES

During the year under review, your Company has declared performance based incentive of Rs. 240 Lakhs to itsemployees for achieving the Turnover and Net Profit Target.

STATUTORY PARTICULARS

Particulars of Employees as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particularsof Employees) Rules, 1975, as amended, are given in Annexure ‘A’, which forms part of this Report. However, interms of Section 219 (1) (iv) of the Act, the Report and Accounts are being sent to the Shareholders excluding theaforesaid Annexure. Any Shareholder interested in obtaining a copy of the said Annexure may write to the CompanySecretary at the registered office of the Company. During the year under review, the Company is having fouremployees employed throughout the year and who were in receipt of remuneration of more than Rs. 24 Lakhs perannum.

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

During the Year under review, there were no foreign exchange earnings and the foreign exchange outgo amountedto Rs. 17,115.24 Lakhs.

CORPORATE GOVERNANCE

In accordance with the Guidelines of the Securities and Exchange Board of India and Clause 49 of the ListingAgreement with The Stock Exchanges and the Provisions of the Companies Act, 1956, Report on CorporateGovernance, Management Discussion & Analysis Report and Compliance Certificate from the Auditors of theCompany 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 andvalued investors for their continued co-operation and support. Your Directors also take this opportunity to acknowledgethe hard work, dedicated efforts made by the Employees of the Company at all levels for their contribution to thesuccess achieved by the Company.

On behalf of the Board of DirectorsFor SANGHVI MOVERS LIMITED

Pune C. P. Sanghvi30th May, 2008 Chairman & Managing Director

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250 MT KOBELCO CKE 2500-2 (Brand New) CrawlerCrane With Lattice Boom assembled in ‘Luffing Jib’Configuration (Main Boom – 61m + Luffing Jib 61m)carrying out the erection of BOILER Structural column/ Girders for Reliance Energy Ltd., at 2 X 300 MW RosaThermal Power Project,. Shahjahanpur, UttarPradesh.

600/800 MT TEREX-DEMAG CC2800-1 (Brand New)Crawler Crane, assembled with Main Boom102m, carrying out the erection of Ceiling Girderof weight 125MT at height of 90m for BharatHeavy Electricals Ltd. at 2x500 MW NTPC ThermalPower Project, Dadri, Uttar Pradesh.

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Annexure B

MANAGEMENT DISCUSSION & ANALYSIS REPORTREVIEW OF ECONOMY

The Indian Economy signs slowly down but continues to maintain its strong growth. The economy expected growthof 8.7% in 2007-08 as compared to 9.4% in 2006-07. Maintaining the growth rate at 9% will be a challenge andraising it two digits will be an even greater challenge. The high growth rate has to be maintained on sustainablebasis in future, if India has to become superpower in the near future. We all know that the infrastructure is crumpling.The infrastructure spend in the next five years is going to be over Rs. 14,00,000 Crores (Approximately). The majorspend in Infrastructure will be in Road, Ports and Power. In the 11th Five Year Plan i.e. in the next 5 years 80,000MW power plants are planned with an investment of over Rs. 2,45,000 Crores (Approximately). Power situation hasto be improved if the economy has to grow over 8% p.a..

Growth with macroeconomic fundamentals continue to inspire confidence and investment climate in the IndianEconomy in 2007-08 However, there are some genuine concerns on the Interest cost, inflation and currency ratefluctuations.

For the Country to progress, we require GDP growth in excess of 8% for the next 5 years. To achieve this kind ofgrowth the most important prerequisite is ‘Power’. We are presently working with all major Power Projects likeBHEL Reliance Infrastructure (Reliance Energy), NTPC, etc. With soaring oil prices and global warming, thealternative means of Energy like Wind and Solar will become most cost effective and viable. Presently we arecatering more than 60% Crane requirements of Windmill Sector.

COMPANY PERFORMANCE

During the year under review, in line with the growth in Indian economy, the key sectors serviced by the companyhave shown continued growth. This includes Wind Power, Steel, Power, Refinery and Cement. During the yearunder review, your Company has shifted its focus more on Power Sector, Cement, Steel, Refinery, Construction,Metals and Paper.

INDUSTRY NAME OF THE MAJOR CLIENTS

Power BHEL, Reliance Infrastructure (Reliance Energy),NTPC, SEEPCO, JSW Energy, DownFang, BGR Energy, etc.

Cement Hajee AP Bava, Ultra-Tech, Grasim, LnT ECC, Prism Cement, Deepak Cement, ShreeCement, Mangalam Cement, Zuari Cement, etc.

Steel Tata Steel and Bhushan Steels, Praxair, Inox, etc.

Refinery Reliance Industries, TOYO, etc.

Metals Vedanta, etc.

Construction Delhi Metro, etc.

Paper ITC , West Coast, etc.

The Central Government continued to give priority to infrastructure, road construction, housing, power, ports andhave announced various schemes. The effect of such investments was noticeable in the economy.

Your Company’s main business is operation of Cranes, which accounted for 97.96% of the revenues.

Your Company is the Largest Crane Hiring Company in India and 10th largest in the world, as per recent rankingsfrom Cranes International Magazine. It is engaged in the business of providing Hydraulic and Crawler Cranes tovarious industries in the infrastructure and core sector areas with a fleet of 278 medium to large size Hydraulic

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Truck Mounted Telescopic and Lattice Boom Cranes and Crawler Cranes with lifting capacity 20 Tons to 800 Tons.

In the next 2-3 years your Company will focus more on giving cranes to Power Sector, Steel, Cement and AluminiumPlants. The Demand for Cranes for Power Sector is increasing rapidly.

During the year under review, the Operations of Cranes have been encouraging. The income from the operations ofcranes grew by 43%. This growth was driven by better utilization of and realization from the Crane Fleet.

Your Company also has operations in power generation Wind Mills of 5.05 MW installed in the States of Rajasthanand Karnataka. Power Generation has assured business from the respective State Electricity Boards.

During the year under review, your Company has earned EBIDTA Margin of 73.46% vis-à-vis 73% in the previousyear. While PAT Margins have also improved upto 54% vis-à-vis 26% in the previous year.

The Company has already set up Depots/Workshops at Pune, Bharuch, Chennai, Nagpur, Delhi and Bangalore tocater to the needs of its Clients. During the year 2007-2008 Company has acquired land for Depots at Gadag inKarnataka, since the Company expects business to grow in this area. By setting up Depots, the Company hassaved cost and time involved in mobilization of its Cranes, thus increasing operational efficiency.

OPPORTUNITIES AND THREATS

Your Company has been providing Heavy Lift, Plant Erection and Maintenance Services to various large scaleprojects. Your Company has maintained a good track record in terms of effective deployment of Cranes at competitiverates with due regard to time schedule as well as safety and efficiency in operations. The Company’s operationsmay get affected on account of competition in Crane Hiring Business and shortage of trained operators, mechanicsand Engineers.

In view of the encouraging measures taken by the Government to liberalise the Power Sector, Power GenerationBusiness is expected to be better.

OUTLOOK

With the improvement in Industrial Environment with new projects being set up in Core and Infrastructure Areasespecially in Steel, Refinery and Power Sectors, the Company is poised to provide efficient qualitative services atreasonable rates.

In view of acute power shortage in the country, Power Generation is expected to be favourable to our businessactivity. Company is presently working with BHEL, NTPC, Reliance Infrastructure (Reliance Energy), Lanco, SEEPCO,BGR Energy, JSW Energy, Tata Steel, Bhushan Steel, Grasim, Ultra-Tech, LnT ECC, Prism Cement, Vedanta,Delhi Metro etc. and expected to get more orders from them. Company is also expecting orders from Jindal Steel& Power, Bharat Forge (Wind Energy), Ambuja Cement, Satna Cement, Dalmia Cement and Hindalco, ShriramEPC, POSCO, etc..

RISKS AND CONCERNS

* Challenges involved in maintaining optimal utilization of fleet all times and ensuring minimal idle timebetween contracts.

* Slowdown in infrastructure spending could result in downturn in revenues.

Your Company’s business exposure to the normal financial and market risks continue to be monitored and managedby experienced managers at all levels duly strengthened from time to time by systems and processes commensuratewith the volume of business activities and the perceived risk requirements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate safeguards and controls over the use of its assets, generation of resources andmeeting of various expenses and the systems are closely monitored by the Management.

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MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Your Company recognizes the fact that its employees are its most valuable assets and hence your Company hasstarted Carne Training Academy to provide training to its employees on a continuous basis. The Company has ateam of professionally qualified personnel to look after technical and commercial aspects of business operations.Its technical team includes qualified engineers, skilled operators and expert maintenance staff. Employee relationshave been cordial. The Company had 1094 employees including contact labour as on 31st March, 2008.

DISCLOSURE TO THE BOARD BY THE MANAGEMENT

All disclosures relating to financial and commercial transactions where Directors may have a potential interest areprovided to the Board and the interested Directors do not participate in the discussion nor do they vote on suchmatters.

DISCLAIMER

The information and opinion expressed in this section of the Annual Report consists of certain forward lookingstatements, which the management believes are true to the best of its knowledge at the time of its preparation. Weshall not be liable for any loss, which may arise as a result of any action taken on the basis of the informationcontained herein.

The information contained herein may not be disclosed, reproduced or used in whole or in part for any purpose orfurnished to any other persons without the express prior written permission of the Company.

MISSION STATEMENT

Moving Infrastructure Ahead

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400 MT LIEBHERR LR-1400-2 (Brand New)Crawler Crane With Lattice Boom assembledwith Main Boom - 77m + Fixed Jib - 17.5m,erecting 1.5MW Wind Turbine Generator forSUZLON at Gadag, Karnataka.

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450 MT DEMAG TC 2400 Truck Mounted LatticeBoom Crane Working with Metro Tunneling Group(MTG) for Delhi Metro, Project, Delhi.

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REPORT ON CORPORATE GOVERNANCE

In compliance with the Guidelines of the Securities and Exchange Board of India and Clause 49 of the ListingAgreement with The Bombay Stock Exchange Limited (BSE), and The National Stock Exchange of India Limited(NSE), the Company submits the Report on Corporate Governance.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company firmly believes in good Corporate Governance and its philosophy on Corporate Governance envisagestransparency with integrity in all its operations as well as in all its interactions with its stakeholders includingShareholders, Employees, Government, Banks and others.

BOARD OF DIRECTORS

COMPOSITION AND SIZE OF THE BOARD

The present strength of the Board is Ten Directors. The Board of Directors of the Company consists of a Chairman& Managing Director, who is the Promoter of the Company. In addition to that there are Two Executive Directors,Two Non-executive Non-independent Directors and Five Non-executive Independent Directors. Thus, 50% of theBoard comprises of Independent Directors.

Independent Directors are Non-executive Directors, who other than receiving Director’s sitting fees do not have anyother material pecuniary relationship or transactions with the Company, its promoters, its directors, its seniormanagement or its associates, which may affect the independence of the Director and who are not related to thepromoters or senior management of the Company and who has not been an executive of the Company and who isnot a partner or an executive of the statutory audit firm, internal audit firm, legal firm, and consulting firm who isassociated with the Company and who is not a material supplier, service provider or customer or a lessor or alessee of the Company, which may affect the independence of the director.

NO. OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF THE MEETINGS

During the Year 2007-08, the Board met 7 times on the following dates, namely, 12th April, 2007, 29th May, 2007,27th July, 2007, 22nd October, 2007, 13th November, 2007, 24th January, 2008 and 8th March, 2008.

The following table gives details of Directors, Attendance of Directors at the Board Meetings and at the last AnnualGeneral Meeting, Number of Memberships held by Directors in the Board/Committees of various Companies as of31st March, 2008:-

Name Category Attendance Number of Other Directorships and CommitteeParticulars Memberships / Chairmanships

Board Last * Other Committee CommitteeMeetings AGM Directorships Membership Chairmanships

Mr. C. P. Sanghvi Promoter - Chairman & 7 Yes 3 Nil 1Managing Director

Mr. Frederick Long Non-executive Director 2 No 4 Nil Nil

Ms. Josephine Price Non-executive Director 3 Yes 23 Nil Nil

Mr. Gaurav Malik Alternate Director to 3 Yes 1 Nil NilMr. Frederick Long

Mr. Gary Ng Alternate Director to 2 Yes 2 Nil Nil(Appointed w.e.f. Ms. Josephine Price

12/04/2007)

Annexure C

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Mr. V. B. Mainkar Independent Director 6 Yes 5 Nil Nil

Mr. S. Padmanabhan Independent Director 2 No 17 8 Nil

Mr. P. C. Bhalerao Independent Director Nil No 8 2 Nil

Mr. Anirudha Seolekar Independent Director 4 Yes 14 Nil Nil

Mr. Pradeep Rathi Independent Director 4 Yes 17 5 Nil(Appointed w.e.f.

12/04/2007)

Mr. R. S. Desai Executive Director 7 Yes Nil Nil Nil

Mr. S. D. Kajale Executive Director 7 Yes Nil Nil Nil

*includes all companies viz. public, private and foreign companies

No. of Equity shares held by the Non-executive Directors as on 31st March, 2008

Name of the Director No. of Equity shares

Mr. V. B. Mainkar 12000

Ms. Josephine Price Nil

Mr. Frederick Long Nil

Mr. S. Padmanabhan Nil

Mr. P. C. Bhalerao Nil

Mr. Anirudha Seolekar Nil

Mr. Pradeep Rathi Nil

Mr. Gaurav Malik Nil

Mr. Gary Ng Nil

AUDIT COMMITTEE

TERMS OF REFERENCE, COMPOSITION

The terms of reference of this Committee cover the matters specified for the Audit Committee under Clause 49 ofthe Listing Agreement as well as in Section 292A of the Companies Act, 1956. The terms of reference specified bythe Board to the Audit Committee are in brief:-

1. Reviewing with the Management and Auditors, the adequacy of internal control systems;

2. Discussion with the Auditors periodically about internal control system, any significant findings and followup thereon and

3. Reviewing with the Management, the Financial Statements before submission to the Board.

Presently, the Audit Committee consists of four Independent Non-executive Directors, namely, Mr. V. B. Mainkar(Chairman), Mr. S. Padmanabhan, Mr. Anirudha Seolekar and Mr. Pradeep Rathi and two Non-executive Directors,namely, Mr. Frederick Long and Ms. Josephine Price. The Company Secretary acts as the Secretary of theCommittee.

Name Category Attendance Number of Other Directorships and CommitteeParticulars Memberships / Chairmanships

Board Last * Other Committee CommitteeMeetings AGM Directorships Membership Chairmanships

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MEETINGS AND ATTENDANCE DURING THE YEAR

During the Year 2007-2008, the Audit Committee met 4 times on the following dates, namely, 29th May, 2007, 27thJuly, 2007, 22nd October, 2007 and 24th January, 2008.

Name of the Director No. of Meetings Attended

Mr. V. B. Mainkar 3

Mr. S. Padmanabhan 1

Mr. Anirudha Seolekar 2

Mr. Pradeep Rathi 3

Mr. Frederick Long 1

Mr. Gaurav Malik 3

Ms. Josephine Price 2

Mr. Gary Ng 2

REMUNERATION COMMITTEE

Presently, the Remuneration Committee consists of three Independent Non-executive Directors, namely, Mr. V. B.Mainkar (Chairman), Mr. Pradeep Rathi and Mr. Anirudha Seolekar and complies with the provisions of the CompaniesAct, 1956 and Corporate Governance Code. The Remuneration Committee has been constituted to determineCompany’s Policy on specific remuneration package of Managing Director and Executive Director(s).

Considering the valuable time given and timely guidance provided by the Non-executive Directors, the Board ofDirectors and shareholders in their respective meetings, resolved to pay sitting fees to its Non-executive Directors.

The Company pays Sitting Fees to the Non-executive Directors at the rate of Rs. 5000/- per Board Meeting andRs.3000/- per Committee Meeting and also reimburses expenses for attending the Meetings by these Directors.The Sitting Fees paid/payable to Directors for the Year ended 31st March, 2008, were as follows:- Mr. V. B.Mainkar : Rs. 42,000/-, Mr. S. Padmanabhan Rs. 13,000/-, Mr. Anirudaha Seolekar : Rs. 26,000/-, Mr. FrederickLong: Rs. 13,000/-, Mr. Gaurav Malik: Rs. 27,000/-, Ms. Josephine Price: Rs. 24,000/-, Mr. Gary Ng:Rs. 16,000/- and Mr. Pradeep R. Rathi : Rs. 32,000/-.

REMUNERATION TO MANAGING DIRECTOR AND OTHER EXECUTIVE DIRECTORS

In respect of the Year ended 31st March, 2008, the following Remuneration was paid/payable to these Directors : (Amount in Rs.)

Name of Director Salary Allownces, Commission Contribution towards Total*Incentive & Payable Superannuation SchemePerquisites

Mr. C. P. Sanghvi 78,00,000/- 7,11,447/- 1,11,75,000/- 21,06,000/- 2,17,92,447/-

Mr. R. S. Desai 10,14,000/- 35,79,704/- Nil 2,51,280/- 48,44,984/-

Mr. S. D. Kajale 9,12,000/- 33,12,715/- Nil 2,26,980/- 44,51,695/-

*Performance based Incentive for the financial year 2007-08 payable to Mr. R. S. Desai and Mr. S. D. Kajale issubject to approval of Shareholders.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company,Mr. P. C. Bhalerao and Mr. R. S. Desai are liable to retire by rotation and being eligible offer themselves forre-appointment as Director.

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Mr. P. C. Bhalerao and Mr. R. S. Desai

Name of Director Mr. P. C. Bhalerao Mr. R. S. Desai

Age 58 Years 45 Years

Date of Appointment 2nd September, 2006 2nd September, 2006

Qualifications B.E. – Chemical (1st rank), MBA M.Com, CA (Intermediate), Post in Finance and Postgraduate Graduate in Financial ManagementDiploma in Taxation (1st rank)

Expertise in Specific Finance, Project Co-ordination Imports of Cranes, OperationsFunctional Areas and Strategic Alliances and Marketing

Chairman / Director of Automative Axels Limited Nilother Companies Bharat Forge Limited

CDP Bharat Forge GmbHBharat Forge AluminiumtechnikGmbH & Co. KGMeritor HVS (India) LimitedNandi Infrastucture CorridorEnterprises LimitedNandi Economic CorridorEnterprises LimitedKumar Hsg. and Land DevelopmentLimited

Chairman / Member of Member of the Audit Committee of NilCommittees of the Board of Automative Axels Limitedother Companies Bharat Forge Limited

SHAREHOLDERS’ GRIEVANCE COMMITTEE

The Shareholders’ Grievance Committee consists of three members namely, Mr. V. B. Mainkar (Chairman),Mr. R. S. Desai and Mr. S. D. Kajale. The status on complaints is reported to the Board of Directors as an agendaitem. A total of 29 complaints were received by the Company from the Shareholders and Investors. All complaintshave been resolved to the satisfaction of the Investors and as on 31st March, 2008, there were no pending complaints.

SHARE TRANSFER SYSTEM

The Company’s Equity Shares are required to be traded in the Stock Exchanges compulsorily in dematerializedmode with effect from 28th August, 2000. Shares in physical mode, which are lodged for transfer, are processedand returned within time. As on 31st March, 2008, approximately 91.54% of total Equity Shares were held indematerialized form.

There is a separate Committee of the Board which meets as and when required to look after transfer of shares. TheCompany has appointed M/s. Intime Spectrum Registry Limited as its Registrar and Share Transfer Agents witheffect from 1st August, 2006. The share transfer requests are processed through M/s. Intime Spectrum RegistryLimited. The details of transfers are reported to the Board of Directors at the ensuing meeting.

REALTED PARTY TRANSACTIONS

During the year, no material transactions with the Directors or the management, their subsidiaries or relatives, etc.have taken place, which have potential conflict with the interest of the Company. The details of all significanttransactions with related parties are periodically placed before the Audit Committee. Details of related party

30

transactions entered into in the normal course of business are given in Note No. 10 forming part of ‘Notes toAccounts’.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct for Directors and Senior Management. The said code hasbeen communicated to the Directors and the Members of the Senior Management. They have confirmed compliancewith the said Code. The Code has been uploaded on the Company’s website www.sanghvicranes.com

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED ON THE COMPANYBY STOCK EXCHANGES OR ANY OTHER STATUTORY AUTHORITY ON ANY MATTER RELATED TO CAPITALMARKETS DURING THE LAST THREE YEARS

There has been no instance of non-compliance by the Company on any matter related to capital markets andhence no penalties or strictures have been imposed on the Company by the Stock Exchanges or any otherstatutory authority during last three years.

CEO/CFO CERTIFICATION

A certificate from the Managing Director & CEO and Executive Director & CFO on the Financial Terms of theCompany in terms of Clause 49 of the Listing Agreement was placed before the Board, who took the same onrecord.

GENERAL SHAREHOLDER INFORMATION

AGM - Day, Date & Time Tuesday, 29th July, 2008, at 11.00 a.m.

Venue Registered Office of the Company

Financial Year 1st April to 31st March

Dates of Book Closure 19th July, 2008 to 29th July, 2008 (both days inclusive)

FINANCIAL CALENDAR 2008-2009 (TENTATIVE)

Annual General Meeting July, 2009

Board Meetings

Results for the quarter ending June, 2008 Last week of July, 2008

Results for the quarter ending September, 2008 Last week of October, 2008

Results for the quarter ending December, 2008 Last week of January, 2009

Results for the year ending March, 2009 Last week of June, 2009

LISTING

NAME OF THE EXCHANGE CODE / SYMBOL

The Bombay Stock Exchange Limited (BSE) 530073

The National Stock Exchange of India Limited (NSE) SANGHVIMOV

Annual Listing Fee has been paid to The Bombay Stock Exchange Limited (BSE) and The National Stock Exchangeof India Limited (NSE).

DIVIDEND PAYMENT DATE

The dividend, if approved by the Members of the Company will be payable on or after 8th August, 2008.

31


GENERAL BODY MEETINGS

Particulars of Annual and Extraordinary General Meetings held during last 3 years are given below :-

Year General Meeting Day Date Time Location

2007-2008 AGM Friday 27.07.2007 11.00 a.m. Registered Office of the Company

2007-2008 EGM Thursday 12.04.2007 11.00 a.m. Same as above

2006-2007 EGM Monday 08.01.2007 11.00 a.m. Same as above

2006-2007 AGM Saturday 02.09.2006 11.00 a.m. Same as above

2005-2006 EGM Saturday 25.03.2006 11.00 a.m. Same as above

The Shareholders passed all the resolutions including the Special Resolutions and resolutions as set out in therespective notices.

MEANS OF COMMUNICATION

The Company has published Quarterly and Yearly Financial Results in Business Standard and Loksatta afterforwarding the same to The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of IndiaLimited (NSE). All data related to Quarterly and Yearly Financial Results, Shareholding Pattern etc. are uploadedon the Electronic Data Information Filing and Retrieval (EDIFAR) website maintained by SEBI in association withthe National Informatics Centre.

‘Management Discussion and Analysis Report’ forms part of the Annual Report.

DEMATERIALISATION OF SHARES

The Securities and Exchange Board of India had directed compulsory trading of Company’s Scrip in dematerializedform by all investors with effect from 28th August, 2000. The Company has entered into Agreements with NationalSecurities Depository Limited and Central Depository Services (India) Limited for Dematerialization of Equity Shareswith effect from 8th March, 2000 and 20th July, 2000 respectively. The new ISIN after sub-division of shares isINE989A01024 for dematerialization of Shares.

As on 31st March, 2008, approximately 91.54% of total Equity Shares were held in dematerialized form.

MARKET PRICE DATA

SHARE PRICE - HIGH & LOW (RS.) DURING EACH MONTH IN THE YEAR 2007-2008

Month Price (In Rs.) Month Price (In Rs.)

High Low High Low

*April, 2007 148.77 123.00 October, 2007 201.00 174.00

*May, 2007 175.40 130.23 November, 2007 252.00 180.00

*June, 2007 170.73 150.56 December, 2007 337.00 240.00

*July, 2007 184.99 154.80 January, 2008 333.00 206.00

*August, 2007 207.99 191.70 February, 2008 299.95 236.00

September, 2007 212.10 187.15 March, 2008 265.00 195.00

* The shares were sub-divided from Rs. 10/- each to Rs. 2/- each w.e.f. 31st August, 2007. Accordingly the price in theabove table taken as if the shares were sub-divided in April, 2007.

32

Source: The Bombay Stock Exchange Limited (BSE) (www.bseindia.com)

DISTRIBUTION OF SHAREHOLDING

SHAREHOLDING PATTERN AS ON 31ST MARCH, 2008

Category No. of Shares held % of Shareholding

Promoters 19045330 44.00Mutual Funds and UTI 1800075 4.16Foreign Institutional Investors andForeign Financial Institutions 11137979 25.73Private Corporate Bodies 1552708 3.59Foreign Company 4400000 10.16General Public 4841093 11.18NRIs 510815 1.18

Total 43288000 100.00

The performance of the Company’s Scrip on the BSE as compared to BSE Sensex

33


SECRETARIAL AUDIT

A qualified practicing Company Secretary carried out a Secretarial Audit on quarterly basis to reconcile the total ShareCapital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) andthe total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with totalno. of shares in physical forms and total no. of dematerialized shares held with NSDL & CDSL.

INVESTOR CONTACT DETAILS

DISTRIBUTION OF SHAREHOLDING

DISTRIBUTION SCHEDULE AS ON 31ST MARCH, 2008

No. of Shares No. of Folios % to Total No. of Shares held % of Shareholding

Upto 500 8718 87.50 982189 2.27

501-1000 528 5.30 457664 1.06

1001-2000 331 3.32 527402 1.22

2001-3000 132 1.33 338393 0.78

3001-4000 37 0.37 131791 0.30

4001-5000 60 0.60 288597 0.67

5001-10000 61 0.61 451369 1.04

10001 and above 96 0.97 40110595 92.66

Total 9963 100.00 43288000 100.00

Registrar & Share Transfer AgentM/s. Intime Spectrum Registry Ltd.C –13, Pannalal Silk Mills Compound,LBS Marg , Bhandup (West), Mumbai 400 078Tel : 91-022-25963838 (15 Lines)Fax : 91-022-25946969Email : [email protected] : www.intimespectrum.com

CompanySanghvi Movers LimitedSecretarial DepartmentSurvey No.92,+ Tathawade, Taluka MulshiPune - 411 033Tel : 91-020-66744700Fax :91-020-22934397Email : [email protected]

[email protected]

34

D E C L A R A T I O N S

Compliance with Code of ConductAs provided under Clause 49 of the Listing Agreement with the Stock Exchanges, The Board Members and SeniorManagement Personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2008

For SANGHVI MOVERS LIMITED

C. P. SanghviChairman and Managing Director

CEO / CFO CertificationAs required by sub clause V of the Clause 49 of the Listing Agreement with the Stock Exchanges, we have certifiedto the Board that for the financial year ended 31st March, 2008, the company has complied with the requirements ofthe said sub clause.

For SANGHVI MOVERS LIMITED For SANGHVI MOVERS LIMITED

C. P. Sanghvi S. D. KajaleChairman and Managing Director Executive Director and CFO

CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE

To The Shareholders of Sanghvi Movers Limited

We have examined the compliance of conditions of Corporate Governance by Sanghvi Movers Limited, for the yearended on 31st March, 2008, as stipulated in Clause 49 of the Listing Agreement of the said Company with the StockExchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statementsof the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. During the year2007-08, the Company received 29 complaints from investors /shareholders, all of which were disposed of during theyear.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency of effectiveness with which the Management has conducted the affairs of the Company.

For L. M. Joshi & Co.Chartered Accountants

Pune Prasanna L. Joshi30th May, 2008 Partner

35


AUDITORS’ REPORT

TO THE SHAREHOLDERS OF SANGHVI MOVERS LIMITED

We have audited the attached Balance Sheet of Sanghvi Movers Limited as at 31st March, 2008 and also the Profitand Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion onthese financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from any material misstatement. An audit includes, examining on a test basis, evidence supporting theamounts and disclosures in the financial statements. An audit also includes, assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that -

1) We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purpose of our audit;

2) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

3) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are inagreement with the books of account of the Company;

4) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this reportcomply with accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956.

5) On the basis of representations made by the Directors of the Company and taken on record by the Boardof Directors, we report that none of the Directors is disqualified as on 31

st March, 2008 from being appointed

as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

6) In our opinion and to the best of our information and according to the explanations given to us, the saidfinancial statements read together with the Notes forming part thereof, give the information required by theCompanies Act, 1956, in the manner so required and present a true and fair view in conformity with theaccounting principles generally accepted in India:

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2008;

b) in the case of Profit and Loss Account, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement of the cash flows for the year ended on that date.

For L. M. Joshi & Co.Chartered Accountants

Pune Prasanna L. Joshi30th May, 2008 Partner

M. No. 35097

36

ANNEXURE TO THE AUDITORS’ REPORT

On the basis of such checks as we considered appropriate and on the basis of examination of records and in termsof the information and explanations given to us, we state that:

(i) (a) The Company has maintained records showing full particulars including quantitative details of fixed assets,excepting the situation of movable fixed assets, which change with orders under execution.

(b) All fixed assets have not been physically verified by the management during the year but there is a regularprogramme of verification which, in our opinion, is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets so as to affect its going concern status.

(ii) The Company charges out as expense consumables, stores and spares on their purchase. In view thereof sub-clause (a) regarding intervals of physical verification; sub-clause (b) regarding adequacy of procedures in suchverification; sub-clause (c) regarding material discrepancies noticed in such verification; of clause (ii) of the saidOrder do not apply.

(iii) (a) Other than a loan of Rs. 175 Lakhs granted to a company listed in the register maintained under Section301 of the Companies Act, 1956, the Company has not taken or granted any loans from companies, firmsor other parties listed therein.

(b) In our opinion the rates of interest and other terms and conditions of loans taken as well as of the loan givenby the Company are prima facie not prejudicial to the interest of the Company.

(c) The payment of interest is regular. The loan has not been called back.

(d) As on the balance sheet date, no amount was overdue to the Company.

(iv) In our opinion, there are generally adequate internal control procedures commensurate with the size of thecompany and nature of its business with regard to the purchase of consumables, stores, spares and fixedassets. The Company does not sell goods. We have not come across any instance of major weakness in thesaid internal controls.

(v) (a) On the basis of audit procedures performed by us, we are of the opinion that the transactions in whichDirectors were interested and which were required to be entered in the register maintained under Section301 of the Companies Act, 1956, have been so entered.

(b) Based on the information and explanation given to us, in our opinion, these transactions have been madeat reasonable prices having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public, hence clause (vi) of the Order does not apply.

(vii) In our opinion, the internal audit system is commensurate with the size of the Company and the nature of itsbusiness.

(viii) The Company is not required to maintain cost records under Section 209(1)(d) of the Companies Act, 1956,except for its business of generation of electricity from wind power. We have broadly reviewed the prescribedaccounts and records maintained.

(ix) (a) The Company has been generally regular in depositing undisputed statutory dues including ProvidentFund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax,Wealth Tax, Customs Duty and other statutory dues with appropriate authorities. As per information and

37


explanations given to us, no such undisputed statutory dues were in arrears as at 31st March 2008 fora period of more than six months from the date they became payable.

(b) The disputed statutory dues which have not been deposited with the appropriate authorities are as under :

Nature of Dues Rs. in Lakhs Forum where Dispute is Pending

Gujarat Motor Vehicles Tax 44.46 Gujarat High Court

Employees State Insurance 1.75 Industrial Court, Pune

(x) The Company has not incurred cash loss during the year nor does it have accumulated losses, hence clause(x) of the Order does not apply.

(xi) The Company has not defaulted in repayment of its dues to any Bank, there being no borrowings from financialinstitutions or from debenture holders.

(xii) The Company has not granted any loans or advances on the pledge of any securities, hence clause (xii) of theOrder does not apply.

(xiii) Clause (xiii) of the Order relating to chit funds does not apply to the Company.

(xiv) The Company does not deal in shares, securities, debentures and other investments and accordingly clause(xiv) of the Order does not apply.

(xv) The Company had given a guarantee to a bank on behalf of another company which is listed in the registermaintained under Section 301 of the Companies Act, 1956, for a loan, which on the balance sheet date nowoutstanding is Rs. 32 Lakhs. In our opinion, prima facie, the terms and conditions of the guarantee are notprejudicial to the interests of the Company.

(xvi) We state that the Company has generally applied the term loans received for the purposes they were obtained.

(xvii) We state that on an overall basis, no funds raised on short-term basis have been applied by the Company forlong-term investments.

(xviii)During the year under review, the Company has allotted equity shares against conversion of warrants to partiesand companies covered in the register maintained under Section 301 of the Companies Act, 1956 at a pricewhich is not prejudicial to the interest of the Company.

(xix) The Company has not issued any secured debentures and accordingly clause (xix) of the Order does not apply.

(xx) During the year under review, the Company did not raise any money by way of a public issue of shares orsecurities, hence clause (xx) of the Order does not apply.

(xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraudon or by the Company, has been noticed or reported by the Company during the year.

For L. M. JOSHI & CO.Chartered Accountants

Prasanna L. JoshiPune Partner30th May, 2008 M. No. 35097

38

BALANCE SHEET AS AT 31ST MARCH, 2008As at As at

Schedule 31/3/2008 31/3/2007Rs. Rs.

SOURCES OF FUNDS

Shareholders’ Funds

Share Capital 1 8,77,71,500 8,17,71,500

Convertible Warrants 1(A) — 6,23,64,120

Reserves and Surplus 2 294,84,48,388 195,89,15,686

303,62,19,888 210,30,51,306

Loan Funds

Secured Loans 3 370,86,48,416 275,13,34,291

Unsecured Loans — —

370,86,48,416 275,13,34,291

Deferred Tax Liability 39,03,76,710 31,52,46,213

Total 713,52,45,014 516,96,31,810

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 733,59,74,211 593,37,51,909

Less : Depreciation 173,82,34,056 128,64,31,776

Net Block 559,77,40,155 464,73,20,133

Capital Work in Progress 82,49,08,623 57,20,921

Investments 5 25,000 25,000

Current Assets, Loans and Advances 6

Sundry Debtors 64,58,69,593 50,32,32,202

Cash and Bank Balances 7,97,80,708 5,26,14,913

Loans and Advances 35,06,79,279 22,98,56,319

107,63,29,580 78,57,03,434

Less : Current Liabilities and Provisions 7 36,37,58,344 26,91,37,678

Net Current Assets 71,25,71,236 51,65,65,756

Total 713,52,45,014 516,96,31,810

Notes to Accounts 15

Per our Report of the date attached For and on behalf of the BoardFor L. M. JOSHI & CO.Chartered Accountants C. P. Sanghvi - Chairman & Managing Director

V. B. Mainkar - DirectorPrasanna L. Joshi R. S. Desai - Executive DirectorPartner S. D. Kajale - Executive Director & CFOMembership No.35097 J. R. Shah - Company Secretary

Pune30th May, 2008

39


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2008

Schedule 2007-2008 2006-2007Rs. Rs.

INCOME

Income from Operations 8 254,31,97,059 178,63,04,986

Other Income 9 2,63,79,614 1,53,56,419

Total Income 256,95,76,673 180,16,61,405

EXPENDITURE

Operating Expenses 10 30,86,31,204 22,22,18,300

Repairs & Maintenance 11 13,03,14,824 11,44,34,778

Employment Costs 12 11,66,63,286 6,29,61,640

Administrative and Other Expenses 13 12,62,67,315 8,45,95,139

Total Expenditure 68,18,76,629 48,42,09,857

Profit before Interest and Depreciation 188,77,00,044 131,74,51,548

Interest 14 30,72,08,653 24,62,76,656

Depreciation 4 47,45,68,805 34,83,01,138

Profit before Tax 110,59,22,586 72,28,73,754

Provision for Taxation

Current Tax 30,05,00,000 17,70,00,000

Previous Years’ Tax — 82,09,848

Fringe Benefit Tax 28,25,000 25,75,000

Deffered Tax 7,51,30,497 6,32,70,706

37,84,55,497 25,10,55,554

Net Profit before Extra-ordinary item 72,74,67,089 47,18,18,200

Reversal of earlier year’s Depreciation — 25,80,92,856

Less : Deferred Tax on above — 8,68,74,055

Balance brought forward 26,39,87,575 13,87,87,938

Profit Available for Appropriation 99,14,54,664 78,18,24,939

General Reserve 50,00,00,000 40,00,00,000

Dividend 12,98,64,000 10,07,20,000

Tax on Dividend 2,20,70,387 1,71,17,364

Surplus Carried Forward 33,95,20,277 26,39,87,575

99,14,54,664 78,18,24,939

Earning per Share - Basic 17.75 12.85

Earning per Share - Diluted 17.75 12.00

Notes to Accounts 15



Pune30th May, 2008

40

SCHEDULES TO THE BALANCE SHEETAs at As at

31/3/2008 31/3/2007Rs. Rs.

SCHEDULE - 1 : SHARE CAPITALAUTHORISED CAPITAL5,00,00,000 Equity Shares of Rs.2/- each 10,00,00,000 10,00,00,000

ISSUED CAPITAL4,44,83,500 Equity Shares of Rs.2/- each fully called-up 8,89,67,000 8,29,67,000(Previous year 82,96,700 Equity Shares @ Rs.10/- Each)

SUBSCRIBED & PAID-UP CAPITAL 8,89,67,000 8,29,67,0004,44,83,500 Equity Shares of Rs.2/- each fully called-up(Previous year 82,96,700 Equity Shares @ Rs.10/- Each)Less : 11,95,500 Shares Forfeited of Rs. 2/- each 23,91,000 23,91,000(previous year 2,39,100 Shares of Rs. 10/- each)

4,32,88,000 Equity Shares of Rs. 2/- each fully paid - up 8,65,76,000 8,05,76,000(Previous year 80,57,600 Equity Shares @ Rs.10/- Each)Add : Forfeited Shares 11,95,500 11,95,500(Amount originally paid-up Re. 1/- per share on11,95,500 Equity Shares of Rs. 2/- each)

8,77,71,500 8,17,71,500

SCHEDULE - 1(A) : CONVERTIBLE WARRANTS

6,00,000 Warrants Convertible into Equity Shares, — 6,23,64,120Application Money Received

— 6,23,64,120

SCHEDULE - 2 : RESERVES & SURPLUSSecurities Premium AccountAs per last Balance Sheet 89,96,96,443 20,05,97,101Add : Share premium on 30,00,000/- Equity Shares issued at 41,40,00,000 71,72,00,000 premium of Rs.138/- per share.Less : Expenses for Preferential Issue of Capital — 1,81,00,658

131,36,96,443 89,96,96,443General Reserve AccountAs per last Balance Sheet 79,52,31,668 39,52,31,668Add : Out of Appropriation 50,00,00,000 40,00,00,000

129,52,31,668 79,52,31,668Balance in Profit & Loss AccountAs per last Balance Sheet 26,39,87,575 13,87,87,938Add : Surplus for the year 7,55,32,702 12,51,99,637

33,95,20,277 26,39,87,575 294,84,48,388 195,89,15,686

SCHEDULE - 3 : SECURED LOANSFrom BanksTerm Loans 358,29,40,069 260,23,22,562Cash Credit 12,07,97,066 14,12,09,183From Others 49,11,281 78,02,546Refer Note 3 of Schedule 15 for Nature of Security

370,86,48,416 275,13,34,291

41

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42

SCHEDULE - 5 : INVESTMENTS

A] UNQUOTED - at Cost

2,500 Equity Shares of Rs.10/- each fully paid of 25,000 25,000

The Saraswat Co-operative Bank Ltd.

25,000 25,000

SCHEDULE - 6 : CURRENT ASSETS, LOANS AND ADVANCES

A) SUNDRY DEBTORS

Unsecured, considered good :

Outstanding for over 6 months 1,12,87,243 5,14,23,891

Other debts 63,45,82,350 45,18,08,311

64,58,69,593 50,32,32,202

Unsecured, considered doubtful :

Outstanding for over 6 months 27,75,270 41,90,726

Outstanding for less than 6 months 10,15,639 —

Less: Provision for Doubtful Debts 37,90,909 41,90,726

— —

64,58,69,593 50,32,32,202

B) CASH AND BANK BALANCE

Cash On Hand 5,20,140 1,12,661

With Scheduled Banks

On Current Accounts 7,04,21,263 4,06,19,035

On Fixed Deposit Accounts 88,39,305 1,18,83,217

7,97,80,708 5,26,14,913

C) LOANS & ADVANCES

Unsecured and considered good :

Advances for Capital Expenditure 25,57,76,479 15,93,87,951

Advances recoverable in cash or in kind or for value to be received 5,39,61,297 4,17,88,242

Inter-Corporate Loan 1,75,00,000 1,75,50,000

(To a company in which Managing Director is interested)

Deposits - Trade and Security Deposits 2,34,41,503 1,11,30,126

35,06,79,279 22,98,56,319

SCHEDULES TO THE BALANCE SHEET (Continued. . .)

As at As at31/3/2008 31/3/2007

Rs. Rs.

43


SCHEDULE - 7 : CURRENT LIABILITIES AND PROVISIONS

Acceptances — 99,82,954

Sundry Creditors

Dues to Micro, Small & Medium Enterprises 2,69,447 1,43,757

Dues to Others 6,33,74,577 3,02,09,139

Dues for Capital Expenditure 40,29,251 33,31,464

6,76,73,275 3,36,84,360

Advances received for which value has still to be given 2,84,95,125 2,98,65,125

Unclaimed Dividend 8,50,860 5,97,289

Other Liabilities 6,28,92,687 2,96,33,321

Interest Payable 40,84,129 37,98,518

9,63,22,801 6,38,94,253

Provisions

Provision for Income Tax and Fringe Benefit Tax 30,63,10,754 18,10,14,716

Less : Advance Tax and Tax Deducted at Source 25,84,82,873 13,72,75,969

4,78,27,881 4,37,38,747

Proposed Dividend 12,98,64,000 10,07,20,000

Provision for Tax on Dividend 2,20,70,387 1,71,17,364

19,97,62,268 16,15,76,111

36,37,58,344 26,91,37,678

SCHEDULE - 8 : INCOME FROM OPERATIONS

Revenues of Cranes Business 251,71,20,018 176,10,31,080

Revenues of Power Generation Business 2,60,77,041 2,52,73,906

254,31,97,059 178,63,04,986

SCHEDULES TO THE BALANCE SHEET (Continued. . .)

As at As at31/3/2008 31/3/2007

Rs. Rs.

44

SCHEDULE - 9 : OTHER INCOME

Dividend 4,704 18,079

Interest on Deposits with Banks 3,47,179 18,00,656

(Includes Tax Deducted at source

Rs.76,818 for previous year Rs.4,03,656)

Interest from Others 21,00,033 35,79,756

(Includes Tax Deducted at source

Rs.4,75,867 for previous year Rs.8,03,297)

Receipt on Assignment of Keyman Insurance Policies — 44,44,700

Other Income 3,77,381 14,00,310

Exchange Gain on Repayment of Term Loan 21,32,467 36,80,820

Profit on Sale of Fixed Assets 2,14,17,850 4,32,098

2,63,79,614 1,53,56,419

SCHEDULE - 10 : OPERATING EXPENSES

Cranes & Trailers Hire Charges 1,52,13,191 1,68,35,100

Crane Operating Expenses 5,40,95,159 4,53,29,312

Contract Labour Charges 5,83,02,828 4,17,38,287

WindMill Operating Expenses 8,81,513 4,29,542

Diesel Expenses 4,91,59,602 4,76,54,322

Freight and Carriage 10,15,26,057 4,94,13,638

Trailer Operating Expenses 2,94,52,854 2,08,18,099

30,86,31,204 22,22,18,300

SCHEDULE - 11 : REPAIRS AND MAINTENANCE

Repairs and Maintenance to :

Cranes and Trailers (including spare parts and consumables) 12,57,73,307 11,17,50,331

WindMill 16,87,622 5,62,379

Buildings 8,21,810 4,53,971

Vehicles 15,63,078 10,67,581

Other Assets 4,69,007 600,516

13,03,14,824 11,44,34,778

SCHEDULES TO THE BALANCE SHEET (Continued. . .)As at As at

31/3/2008 31/3/2007Rs. Rs.

45


SCHEDULE - 12 : EMPLOYMENT COST

Contribution to Provident and Other Statutory Funds 61,67,631 34,02,427

Salaries and Allowances 9,70,77,555 5,09,10,993

Commission to Managing Director 1,11,75,000 73,67,000

Staff Welfare Expenses 22,43,100 12,81,220

11,66,63,286 6,29,61,640

SCHEDULE - 13 : ADMINISTRATIVE AND OTHER EXPENSES

Rent 1,04,74,944 82,94,004

Rates and Taxes 3,34,05,862 2,31,43,365

Insurance 1,70,39,946 1,14,57,231

Bank Commission and Charges 18,70,664 17,08,670

Travelling 1,59,27,408 1,10,64,767

Conveyance 36,19,327 2,130,613

Telephones 50,59,946 43,76,898

Keyman Insurance 10,86,300 —

Directors’ Sitting Fees 1,93,000 2,49,000

Payment to Auditors 8,55,450 5,39,874

Donations 5,817 30,200

Bad Debts Written Off 78,94,599 34,17,139

Other Administrative Expenses 2,75,72,227 1,44,67,077

Provision for Doubtful Debts 12,61,825 37,16,301

12,62,67,315 8,45,95,139

SCHEDULE - 14 : INTEREST AND FINANCE CHARGES

On Term Loans 29,23,68,235 22,68,22,187

On Cash Credit 1,10,97,444 1,74,93,274

On Other Loans — 1,11,467

Finance Charges 37,42,974 18,49,728

30,72,08,653 24,62,76,656

46

SCHEDULE 15 : NOTES FORMING PART OF ACCOUNTS

1 Significant Accounting Policies

Accounting Convention

The financial statements are prepared under the historical cost convention on accrual basis of accounting in conformity

with the accounting principles generally accepted in India and comply with the notified Accounting Standards. Accounting

Policies are consistently applied subject to deviations disclosed. In preparing financial statements the Management is

required to make estimates; such as for evaluation of provisions, if any, for doubtful debts, advances or other receivables;

provisions for expenses at sites; assumptions for useful life of fixed assets and present value of future cash flows

expected to arise from continuing use of assets and their eventual disposal.

Fixed Assets

Fixed Assets are carried at cost of acquisition less accumulated depreciation. All costs incurred for bringing the assets

to their working condition for intended use are included in their cost of acquisition.

Depreciation

Depreciation on all Fixed Assets is provided for on the “Straight Line Method” at the rates specified in Schedule XIV to

the Companies Act, 1956 excepting on certain class of Cranes acquired prior to 1st April 2002 on which Depreciation

is being provided for on the “Written Down Value” method considering their estimated residual life at the rates specified

in Schedule XIV to the Companies Act, 1956. However, damaged assets are depreciated to the extent of their

estimated salvage value.

Investments

Investments are considered to be long term and are carried at cost.

Foreign Currency Liabilities

Liabilities for Foreign Currency Loans and Acceptances outstanding are stated at the exchange rates prevailing at the

close of the year, excepting the borrowings covered by forward exchange contracts which are stated at the contracted

rates. Change in liability due to change in foreign exchange rates for foreign currency loans relating to acquisition of

fixed assets are adjusted to the cost of the fixed assets.

Revenue Recognition

Revenues from Hiring of Cranes and Trailers are accrued and recognised to the extent they can be reliably measured

and it is probable that the economic benefits from their deployment will flow to the Company. Receipts are classified

as unearned revenues when received against performances to be given or for costs to be incurred in subsequent

years. Electricity sold is recognised at rates and units measured in the manner as contracted.

Operating and Other Expenses

Costs and Expenses are accounted for on their accrual as and when they are incurred or when obligation to pay

them is accepted by the Company. Stores and consumables for operations of Cranes and Trailers and spare parts for

their repairs and maintenance are consistently being charged out as expenses on their purchase.

Retirement Benefits

Contributions to the provident fund and superannuation fund, which are defined contribution schemes, are recognised

as expense when due. The employees’ gratuity scheme is defined benefit plan. The present value of obligation under

47


such plan is determined based on actuarial valuation. Current and past service cost is recognised to the extent

benefits are vested and is charged as an expense with adjustments for expected return on plan assets, actuarial gains

or losses and interest cost.

Borrowing Costs

Interest and other borrowing costs on specific borrowings, relatable to qualifying assets, are capitalised. All other

borrowing costs are recognised as an expense in the period in which they are incurred.

Taxation

This comprises of Current Tax, Deferred Tax and Fringe Benefit Tax. Current Tax includes tax payable in respect of

taxable income for the year plus tax demands arising in the year on completion of past assessments and appeals.

Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the difference

between taxable income and accounting income that originate in one period and are capable of reversal in one or

more subsequent period. Deferred Tax Asset and Deferred Tax Liability are calculated by applying the tax rate and tax

laws that have been substantially enacted by the Balance Sheet date.

Notes forming part of Accounts :

2 Contingent Liabilities

a) Claims against the Company not acknowledged as debts – Rs. 33.10 Lakhs (previous year Rs. 36.58 Lakhs).

b) Guarantees issued by Company’s bankers on behalf of the Company for performance of contractual obligations,

or as security deposits, or as a condition of tender bids made by the Company, aggregate to Rs. 177.52

Lakhs (previous year Rs. 178 Lakhs) and are covered by margins in form of fixed deposits Rs. 38.81 Lakhs

(previous year Rs. 50 Lakhs).

c) Bills receivable discounted Rs. 485.29 Lakhs (previous year – Rs. Nil).

d) Disputed Income Tax Liabilities, to the extent not provided for – Nil (Previous year Rs. 21 Lakhs). The IT

Dept. has filed appeals in High Court on certain issues decided in favour of the Company for which no

provision is warranted.

e) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 23,300

Lakhs (previous year Rs. 3,528 Lakhs).

3 Secured Loans - Nature of Security

a) Term Loans from State Bank of India are secured by Hypothecation of Cranes and by Mortgage of Windmills

which are funded there from, besides being collaterally secured by Hypothecation of certain Cranes. The

loans are also personally guaranteed by the Managing Director.

b) Term Loans from ING Vysya Bank are secured by Hypothecation of Cranes and by Mortgage of Windmills

which are funded there from besides being collaterally secured by Hypothecation of certain Cranes. The

loans are also personally guaranteed by the Managing Director.

c) Term Loans from ICICI Bank Ltd are secured by Hypothecation of Cranes and Tractor Trailers which are

funded there from besides being collaterally secured by Hypothecation of certain Cranes. Some of the loans

are also personally guaranteed by the Managing Director.

d) Term Loans from The Saraswat Co-operative Bank Ltd. are secured by Hypothecation of the respective

Cranes, Tractor Trailers, Cars, Furniture, Windmill, in aggregate, as well by Equitable Mortgage of certain

48

Lands and Immovable properties and by Hypothecation of certain Cranes. Some of the loans are also

personally guaranteed by the Managing Director. Overdraft Credit from the said bank is secured against an

immovable property.

e) Term Loans from Axis Bank are secured by Hypothecation of the Cranes funded there from with some loans

being personally guaranteed by the Managing Director.

f) Term Loan from HDFC Bank is secured by Hypothecation of certain Cranes which have net block of Rs. 24

Lakhs and is also personally guaranteed by the Managing Director.

g) Term Loans from Corporation Bank are secured by Hypothecation of the Cranes funded there from with some

loans being personally guaranteed by the Managing Director.

h) Term Loans from State Bank of Hyderabad are secured by Hypothecation of the Cranes funded there from

with some loans being personally guaranteed by the Managing Director.

i) Term Loans from Bank of Baroda are secured by Hypothecation of the Cranes funded there from with some

loans being personally guaranteed by the Managing Director.

j) Cash Credit facilities availed from Dena Bank are secured against the Company’s receivables and are

personally guaranteed by the Managing Director.

k) Term finance from Sheeba Properties are secured by Hypothecation of Trailers funded there from.

l) Principal amount of secured Term Loans due for repayment within next 12 months - Rs. 11,208 Lakhs.

4 Capital Work in Progress comprises of 9 Cranes and a Pilling Rig which were acquired towards the end of the

year and were in the process of being deployed.

5 Confirmations from Debtors of balances due to the Company are generally not received. In the management’s

view in the ordinary course of its business, the Company shall be able to realise the Debtors at the amounts they

are stated.

6 Loans and Advances include Rs. 2.70 Lakhs (previous year Rs. 3.19 Lakhs) due from Officers of the Company.

Aggregate of Maximum amounts due during the year was Rs. 7.70 Lakhs (previous year Rs. 4.66 Lakhs).

7 Inter-Corporate Loan of Rs. 175 Lakhs is receivable from Maharashtra Erectors Pvt. Ltd., a company in which the

Managing Director is interested (previous year Rs. 175.50 Lakhs).

8 Repairs and Maintenance of Cranes & Trailers include spare parts purchased.

9 Managerial Remuneration :

a) To Mr. C. P. Sanghvi, Chairman and Managing Director comprises of Salary Rs. 84 Lakhs, Commission Rs.

111.75 Lakhs, Perquisites Rs. 1.11 Lakhs and Contribution to Superannuation Fund Rs. 21.06 Lakhs;

b) To Mr. R. S. Desai, Executive Director, comprises of Salary Rs. 14.22 Lakhs, Performance Linked Incentive

Rs. 31.50 Lakhs (subject to approval of the Shareholders), Perquisites Rs. 0.22 Lakhs and Contribution to

Superannuation Fund Rs. 2.51 Lakhs.

c) To Mr. S. D. Kajale, Executive Director, comprises of Salary Rs. 12.78 Lakhs, Performance Linked Incentive

Rs. 29.25 Lakhs (subject to approval of the Shareholders), Perquisites Rs. 0.22 Lakhs and Contribution to

Superannuation Fund Rs. 2.27 Lakhs.

49


Computation of Net Profits under Section 349 of the Companies Act, 1956 for determination of Commission :

(Rs. in Lakhs)

Profit before Tax as per Profit & Loss Account 11,059.22

Less: Profit on Sale of Assets 214.18

Less: Exchange Gain 20.75

Add: Salaries to Wholetime Directors 111.00

Add: Incentives to Executive Directors 60.75

Add: Commission on Profits 111.75

Add: Contribution to Funds 25.84

Add: Other Perquisites 1.55

Add: Sitting Fees to Directors 1.93

Add: Fixed Assets Written Off 2.41

Add: Provisions for Bad & Doubtful Debts & Advances 102.25

Net Profit as per Section 349 of the Companies Act, 1956 11,241.77

10 Related Party Disclosures as per Accounting Standard 18 -

a) Key Management Personnel of the Company :

(i) Mr. C. P. Sanghvi, Managing Director,

(ii) Mr. R. S. Desai, Executive Director, and

(iii) Mr. S. D. Kajale, Executive Director

b) Enterprises under control of Key Management Personnel :

(i) Maharashtra Erectors Private Limited (MEPL)

(ii) Sanghvi Hi-Lift Private Limited (SHPL)

c) Transactions with related parties :

i) Remuneration to Key Management Personnel is stated at (9) above.

ii) For services and facilities availed from MEPL Crane Hire Charges Rs. 102.60 Lakhs and Trailer Hire

Charges Rs. 36.00 Lakhs.

iii) Advance to MEPL – at the beginning of the year Rs. 175.50 Lakhs, received back Rs. 0.50 Lakhs, at the

end of the year Rs. 175 Lakhs.

iv) Interest Received from MEPL – Rs. 21 Lakhs.

d) Mr. C. P. Sanghvi has guaranteed secured loans borrowed by the Company for which no guarantee commission

is paid to him.

e) Mrs. Mina C. Sanghvi (wife of Mr. C. P. Sanghvi) and SHPL have respectively been allotted 26,25,000 and

3,75,000 equity shares of face value Rs. 2/- each pursuant to conversion of warrants subscribed by them at

a price of Rs.140/- per share.

50

11 Payments to Auditors comprise of :

2007-08 2006-07

Rs. in Lakhs Rs. in Lakhs

Audit Fees 5.50 3.00

Certification Fees 0.40 0.30

Tax Audit Fees 0.50 0.40

Fees for Tax Matters 0.60 0.50

Reimbursement of Out of Pocket Expenses 0.61 0.61

Service Tax 0.94 0.65

12 Creditors covered under Micro, Small and Medium Enterprises Development Act, 2006, are as per records available

with the Company on the basis of which there are no delays in their payments. Comparative last year’ s figures

pertain to amounts owed for more than 30 days to four SSI units.

13 Employee Benefit Plans :

Defined Contribution Plans -

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit

plans for qualifying employees. The Company charged Rs. 8.07 Lakhs (previous year Rs. 4.79 Lakhs) to the Profit &

Loss Account towards Provident Fund contribution and Rs. 35.72 Lakhs (previous year Rs. 18.63 Lakhs) towards

Superannuation Fund contributions.

Defined Benefit Plans –

The Company makes annual contributions to the Employees’ Group Gratuity cum Life Assurance Scheme of Life

Insurance Corporation of India, a funded defined benefit plan for qualifying employees. The scheme provides for lump

sum payment to vested employees at retirement, death while in employment or on termination of employment of an

amount equivalent to 15 days salary for each completed year of service. Vesting occurs upon completion of five years

of service, except in case of death of permanent disability.

Change in Defined Benefit Obligations Rs. in Lakhs

Liability at the beginning of the year 21.24

Current Service Cost 1.48

Interest Cost 1.70

Benefits Paid 2.48

Actuarial (gain) / loss 7.01

Liability at the end of the year 28.95

51


Change in Plan Assets Rs. in Lakhs

Fair Value of Plan Assets at the beginning of the year 23.70

Expected Return on Plan Assets 2.08

Employer’s Contributions 7.57

Benefits Paid 2.48

Actuarial Gain Nil

Fair Value of Plan Assets at the end of the year 30.87

Expenses Recognised in Profit & Loss A/c Rs. in Lakhs

Current Service Cost 1.48

Interest Cost 1.70

Expected Return on Plan Assets 2.08

Total actuarial (gain) / loss 7.01

Expenses charged to Profit & Loss A/c 8.11

Amount Recognised in Balance Sheet Rs. in Lakhs

Liability at the end of the year 28.95

Fair Value of Plan Assets at the end of the year 30.87

Net Liability (Assets) (-) 1.92

Assumptions used in the actuarial valuation :

Discount Rate 8%

Expected rate of future salary increase 5%

Expected Return on Plan Assets 9.25%

14 Deferred Tax Liability

Particulars As at Charge / Credit As at

31st March 2007 for the year 31st March 2008

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

(A) Deferred Tax Liability

(due to Depreciation) 3,170.10 769.17 3,939.27

(B) Deferred Tax Assets 17.64 17.86 35.50

Others

Net Deferred Tax Liability (A-B) 3,152.46 751.31 3,903.77

52



Pune30th May, 2008

15 Utilisation of Warrants

During the year Rs. 3,576 Lakhs were received against balance amount due against 6,00,000 warrants issued to

promoters. Of the same Rs. 574 Lakhs were used for Capital Expenditure and Rs. 3,002 Lakhs were used for

Long Term Working Capital and General Corporate Purposes.

16 Values used in calculating Earning Per Share :

2007-08 2006-07

Profit after Tax (Rs.) 72,74,67,089 47,18,18,200

Weighted average number of 4,09,95,093 3,67,19,780

Equity shares of Rs. 2/- each

Earning Per Share – Basic (Rs.) 17.75 12.85

Weighted average number of

Shares and Options outstanding 4,09,95,093 3,93,33,480

Earning Per Share – Diluted (Rs.) 17.75 12.00

17 Foreign Currency Transactions :

a) Imports on CIF basis during the year in respect of :

Components and Spare Parts - Rs. 345.12 Lakhs (previous year Rs. 430.04 Lakhs)

Capital Goods – Rs. 16,649.10 Lakhs (previous year Rs. 11,861.91 Lakhs)

b) Expenditure incurred in foreign currency during the year – Rs. 11.02 Lakhs (previous year Rs. 28.10 Lakhs)

c) Remittance of Dividends – Rs. 110 Lakhs (previous year – Nil)

18 From the preceding year, as per Accounting Standard 17, the Company’s Windmills are not a reportable segment.

19 Installed Capacity – Wind Power Generation – 5.05 MW and Generation of Electricity – 74.67 Lakhs Kwh

(previous year 71.90 Lakhs Kwh)

20 Previous year’s figures have been regrouped wherever necessary.

53


BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1 REGISTRATION DETAILS

Registration No. 54143 State Code : 11

Balance Sheet date : 31st March, 2008

2 CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands)

Public Issue Rights Issue/*PreferentialAllotment

Nil 6000

Bonus Issue Private Placement

Nil Nil

*6,00,000 Warrants converted into the Equity Shares of Rs. 2/- each.

3 POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. Thousands)

Total Liabilities Total Assets

7135245.01 7135245.01

SOURCES OF FUNDS :

Paid-up Capital Reserves and Surplus

87771.50 2948448.39

Secured Loans Unsecured Loans

3708648.42 NIL

Deferred Tax Liability

390376.71

APPLICATION OF FUNDS :

Net Fixed Assets Capital Work in Progress

5597740.15 824908.62

Investments Net Current Assets

25.00 712571.24

Miscellaneous Expenditure Accumulated Losses

NIL NIL

4. PERFORMANCE OF THE COMPANY (Amount in Rs. Thousands)

Turnover Total Expenditure #

2569576.67 1463654.09

Profit / (Loss) Before Tax Profit / (Loss) After Tax

1105922.59 727467.09

Earning Per Share in Rs. Dividend Rate (in %)

17.75 150.00

# (including Interest & Depreciation)

5 GENERIC NAMES OF PRINCIPAL PRODUCTS / SERVICES OF COMPANY -Item Code No. (ITC Code) Not Applicable, since the Company is in Service Industry.(Service Description) The Company is engaged in the Operation of Cranes and Power Generation.

For and on behalf of the Board

C. P. Sanghvi - Chairman & Managing DirectorV. B. Mainkar - DirectorR. S. Desai - Executive DirectorS. D. Kajale - Executive Director & CFOJ. R. Shah - Company Secretary

Pune30th May, 2008

54

Particulars Year ended Year ended31/03/2008 31/03/2007

(Rs. in Lakhs) (Rs. in Lakhs)A Cash Flow from Operating Activities

Net Profit before Tax 11,059.23 7,228.74Add : Depreciation 4,745.69 3,483.01Add : Provision for doubtful debts 12.62 37.16Add : Interest Debited to Profit & Loss A/c 3,072.09 2,462.77Less : Interest Credited to Profit & Loss A/c 24.47 53.80Less : Profit on Assets Sold/Discarded 211.76 3.82Less : Reversal of provision for Doubtful Debts 16.62 –Operating Profit before Working Capital Changes 18,636.78 13,154.06Less : Increase in Trade and Other Receivables 2,640.66 1,241.68Less : Decrease in Trade Payables (558.96) 725.05Cash Generated from Operations 16,555.08 11,187.33Less : Interest Actually Paid 3,183.38 2,558.59Less : Direct Taxes Paid 2,992.36 1,625.31

Net Cash Flow from Operating Activities A 10,379.34 7,003.43

B Cash flow from Investing ActivitiesPurchase of Fixed Assets (22,501.76) (17,623.44)Add : Sale of Fixed Assets 237.40 8.50Add : Interest Received 34.51 26.32

Net Cash used in Investing Activities B (22,229.85) (17,588.62)

C Cash Flow from Financing ActivitiesProceeds from Issue of Equity Shares – 7,078.99(including premium)Share Warants 3,576.36 623.64Long Term Borrowing 9,925.76 3,909.02(Net of Repayment)Less : Dividend Actually Paid 1,004.66 714.28Less : Tax on Dividend 171.17 100.67

Net Cash used in Financing Activities C 12,326.29 10,796.70

Net Cash Inflow / Outflow A+B+C 475.78 211.51

Cash & Cash Equivalents at the Beginning (885.94) (1,097.45)Cash & Cash Equivalents at the End (410.16) (885.94)

Net Decrease in Cash & Cash Equivalents 475.78 211.51



Pune30th May, 2008

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2008

Admin

Oval

55

NINETEENTH ANNUAL REPORT 2007-2008SANGHVI MOVERS LIMITED

Registered Office : Survey No. 92, Tathawade, Taluka Mulshi, Pune - 411 033

PROXY FORM

I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . of . . . . . . . . . . . . . . .

in the state of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being a member/members of Sanghvi Movers Limited

hereby appoint . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

or failing him/her . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

as my/our proxy to attend and vote for me/us on my/our behalf at the NINETEENTH ANNUAL GENERAL MEETINGof the Company to be held on Tuesday, 29th July, 2008, at 11.00 a.m., at the Registered Office at Survey No. 92,Tathawade, Taluka Mulshi, Pune - 411 033 and at any adjournment thereof.

As WITNESS my/our hand/hands this . . . . . . . . . . . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2008.

L. F. No . . . . . . . . . . . . . . . . . . . . . . . . . . . . *DP Id. . . . . . . . . . . . . . . . . . . *Client Id. . . . . . . . . . . . . . . . . . . . . .

No. of Shares held . . . . . . . . . . . . . . . . . .

Date . . . . . . . . . . . . . . . . . . . . Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

* Applicable for Shares held in dematerialised form.Note : The Proxy Form must be deposited at the Registered Office of the Company not less than 48 hours before thecommencement of the Meeting. The Proxy need not be a Member of the Company.

SANGHVI MOVERS LIMITED

Registered Office : Survey No. 92, Tathawade, Taluka Mulshi, Pune - 411 033

ATTENDANCE SLIP

NINETEENTH ANNUAL GENERAL MEETING – 29th July, 2008

L. F. No. . . . . . . . . . . . . . . . . . . . . . . . *DP Id. . . . . . . . . . . . . . . . . . . .*Client Id. . . . . . . . . . . . . . . . . . . . . . . . . .

No. of Shares held . . . . . . . . . . . . . . . .

Mr./Mrs./Miss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I certify that I am a registered Shareholder/Proxy for the registered Shareholder of the Company.

I hereby record my presence at the NINETEENTH ANNUAL GENERAL MEETING of the Company held onTuesday, 29th July, 2008, at 11.00 a.m., at the Registered Office at Survey No. 92, Tathawade, Taluka Mulshi,Pune - 411 033.

...............................................Member’s/Proxy’s Signature

* Applicable for Shares held in dematerialised form.

Notes : Shareholders/Proxy holders are requested to bring the attendance slips with them when they come to theMeeting and hand them over at the entrance after affixing their signature on them. Joint Shareholders may obtainadditional Attendance Slips at the entrance.

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NINETEENTH ANNUAL REPORT 2007-2008 2007-2008.pdfThe Saraswat Co-operative Bank Ltd. AUDITORS L. M....

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Transcript of NINETEENTH ANNUAL REPORT 2007-2008 2007-2008.pdfThe Saraswat Co-operative Bank Ltd. AUDITORS L. M....