Sanghvi Movers Ltd. — AGM Information 2021

Jul 20, 2021

NOTICE

NOTICE is hereby given that the Thirty-second Annual General Meeting of the Members of Sanghvi Movers Limited will be held on Friday, 13th day of August 2021, at 11:00 a.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the following business. The proceedings of the Annual General Meeting shall be deemed to be conducted at the Registered Office of the Company.

Ordinary Business:

• 1. To receive, consider and adopt the Financial Statements for the year ended on 31 March 2021, including audited Balance Sheet as at 31 March 2021 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Mr. Sham D. Kajale (DIN: 00786499), who retires by rotation and being eligible, offers himself for re-appointment and that on re-appointment there will not be any break in his service as joint Managing Director.
• 1. Appointment of M/s. MSKA & Associates as Statutory Auditors of the Company, as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable and pursuant to the recommendations of the Audit Committee, M/s. MSKA & Associates, Chartered Accountants, Pune (Firm Registration No. 105047W), be and are hereby appointed as Statutory Auditors of the Company, in place of retiring auditors M/s. B S R & Co. LLP, Chartered Accountants, Pune (Firm Registration No. 101248W/W-100022), for a period of five consecutive years, to hold office from the conclusion of this Thirty-second Annual General Meeting until the conclusion of the Thirty-seventh Annual General Meeting, on such remuneration as may be fixed by the Board including any Committee of the Board apart from reimbursement of out-of-pocket expenses and applicable taxes, as may be decided by the Board including any Committee of the Board of the Company."

Special Business:

4. Alteration of Articles of Association of the Company, as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the rules made thereunder, the consent of the shareholders be and is hereby accorded for altering the Articles of Association of the Company by way of deletion/addition of the following clauses of the Articles of Association in conformity with the Companies Act, 2013 and rules made thereunder:

Clause No. 2 Interpretation: Deletion of definition of Seal.

Clause No. 22 (a) Share Certificate: Substituting existing Article 22 (a) with the following clause: 'Every share certificate shall be issued with the signatures of two Directors or a Director and the Company Secretary.'

Clause No. 22 (c): To be deleted.

Clause No. 184 The Seal - Custody and use: To be deleted.

Clause No. 185 The Seal - Deeds how executed: Substituting existing Article 185 with the following clause: Every deed or other instrument, unless the same is executed by a duly constituted attorney, be signed by two Directors or one Director and Company Secretary or some other person appointed by the Board for the purposes, provided that in respect of the Share Certificate in accordance with Article 22(a).

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company, be and is hereby authorised to do all such acts, deeds and things as are necessary to give effect to the resolution."

By Order of the Board of Directors For Sanghvi Movers Limited

Rajesh P. Likhite

Company Secretary & Chief Compliance Officer ACS-13151

Registered Office:

Survey No. 92, Tathawade, Taluka Mulshi, Pune 411033 CIN: L29150PN1989PLC054143 Tel No. +91 8669619501/2/3/4 E-mail: cs@sanghvicranes.com Website: www.sanghvicranes.com Place: Pune Date: 27 May 2021

NOTES:

• 1. In view of COVID-19 pandemic, social distancing norms and restrictions on movement of persons at several places in the country and pursuant to General Circular Nos. 14/2020, 17/2020, 20/2020 and 02/2021 dated April 8, 2020, April 13, 2020, May 5, 2020 and January 13, 2021, respectively issued by the Ministry of Corporate Affairs ('MCA') (collectively referred to as 'MCA Circulars') and Circular Nos. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated May 12, 2020 and January 15, 2021, respectively issued by the Securities and Exchange Board of India (collectively referred to as 'SEBI Circulars') permitted the holding of the Annual General Meeting ('AGM') through VC/OAVM, without the physical presence of the Members. In compliance with the provisions of the Companies Act, 2013 ('the Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Listing Regulations'), MCA Circulars and SEBI Circulars, the Annual General Meeting (AGM) of the Company is being held through VC/ OAVM which does not require physical presence of members at a common venue. The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company.
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1,000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairman's of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the e-AGM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by e-mail through its registered e-mail address to cs@ sanghvicranes.com.
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") and Secretarial Standard 2 issued by The Institute of Company Secretaries of India setting out material facts concerning the business under Item No. 3 and 4 of the Notice, is annexed hereto. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred as "SEBI Listing Regulations"), of the person seeking appointment/ re-appointment as Director/(s) under Item No. 2 of the Notice is also annexed herewith.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 07th day of August 2021 to Friday, 13th day of August 2021 (both days inclusive) for the purpose of Annual General Meeting. The cut-off date for e-voting is 06th August 2021. The voting rights of Members shall be in proportion to their shares held in the paid-up equity share capital of the Company as on the cut-off date of Friday, 06th August 2021.
• 1. In terms of Article 135 of the Articles of Association of the Company, read with Section 152 of the Companies Act, 2013, Mr. Sham D. Kajale retires by rotation at the ensuing Meeting and being eligible, offer himself for re-appointment. The Board of Directors of the Company recommends his re-appointment.
• 1. Members whose shareholding is in the physical/dematerialized form are requested to direct change of address and updation of bank account details to the respective depository participants in case of shares held in dematerialized form and to Registrar & Share Transfer Agent of the Company in case of shares held in physical form.
• 1. Members are requested to:
  • intimate to the Company's Registrar & Share Transfer Agent/their Depository Participants (DP) changes, if any, in their registered addresses at an early date;
  • quote ledger folio numbers and / or DP Identity and Client Identity Numbers in all their correspondence;
  • inform the Registrar & Share Transfer Agent of the Company the particulars of Bank Account Number with the Name of the Bank and its Branch;
  • direct all their correspondence to the Registrar & Share Transfer Agent of the Company.
• 1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified. As per the provision of Section 72 of the Act, facility for making nomination(s) is now available to Individuals holding shares in the Company. Members holding shares in physical form may obtain the Nomination Form from Registrar and Transfer Agents, Link Intime India Private Limited. Members holding shares in demat mode should file their nomination with their DPs for availing this facility.
• 1. Members desirous of obtaining any information concerning accounts and operations of the Company are requested to address their questions in writing to the Company atleast 10 days in advance before the date of Annual General Meeting, so as to enable the Management to keep the information ready.

UNLOCKING POTENTIAL: UPWARDS AND ONWARDS

• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and January 15, 2021, Notice of the AGM along with the Annual Report is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020 and January 13, 2021, the Notice calling the 32nd AGM and the Annual Report for the financial year 2020-21 is available on the website of the Company at www.sanghvicranes.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

14. CDSL e-Voting System – For Remote e-voting and e-voting during AGM

As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.sanghvicranes.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

In continuation of this Ministry's General Circular No. 20/2020, dated May 05, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January 13, 2021.

15. INTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

The voting period begins on Tuesday, 10 August 2021 (09:00 am IST) and ends on Thursday, 12 August 2021 (05:00 pm IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, 06 August 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (i) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
IndividualShareholdersholding securities in Dematmode with CDSL	1)Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id andpassword. Option will be made available to reach e-Voting page without any further authentication.The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.com and click on Login icon and select New System Myeasi.
	2)After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companieswhere the evoting is in progress as per the information provided by company. On clicking the evotingoption, the user will be able to see e-Voting page of the e-Voting service provider for casting your voteduring the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally,there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
	3)If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4)Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PANNo. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate theuser by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successfulauthentication, user will be able to see the e-Voting option where the evoting is in progress and alsoable to directly access the system of all e-Voting Service Providers.
Individual Shareholdersholding securities in dematmode with NSDL	1)If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Openweb browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computeror on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner" iconunder "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enteryour User ID and Password. After successful authentication, you will be able to see e-Voting services.Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Clickon company name or e-Voting service provider name and you will be re-directed to e-Voting serviceprovider website for casting your vote during the remote e-Voting period or joining virtual meeting &voting during the meeting.
	2)If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3)Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Votingsystem is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. Anew screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account numberhold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successfulauthentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Clickon company name or e-Voting service provider name and you will be redirected to e-Voting serviceprovider website for casting your vote during the remote e-Voting period or joining virtual meeting &voting during the meeting.

Type of shareholders	Login Method
IndividualShareholders(holding securities in demat	You can also login using the login credentials of your demat account through your Depository Participantregistered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option.
mode) login through their	Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful
Depository Participants	authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service providername and you will be redirected to e-Voting service provider website for casting your vote during the remotee-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
IndividualShareholdersholdingsecurities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.
IndividualShareholdersholdingsecurities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 224 430.

• (iv) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
  • 1. The shareholders should log on to the e-voting website www.evotingindia.com.
  • 1. Click on "Shareholders" module.
• 1. Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • 1. Next enter the Image Verification as displayed and Click on Login.
  • 1. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
  • 1. If you are a first-time user follow the steps given below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)
	•Shareholders who have not updated their PAN with the Company/Depository Participant arerequested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend BankDetails	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat accountor in the company records in order to login.
ORDateofBirth (DOB)	•If both the details are not recorded with the depository or company, please enter the member id /folio number in the Dividend Bank details field as mentioned in instruction (v).

• (v) After entering these details appropriately, click on "SUBMIT" tab.
• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (viii) Click on the EVSN of Sanghvi Movers Limited on which you choose to vote.
• (ix) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xi) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xv) Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@sanghvicranes.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

• The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
• Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least three days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@sanghvicranes.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance ten days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@sanghvicranes.com. These queries will be replied to by the company suitably by email.
• Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• For Physical shareholders: Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card) by email to pune@linkintime.co.in.
• For Demat shareholders: Please update your email id & mobile no. with your respective Depository Participant (DP).
• For Individual Demat shareholders: Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

UNLOCKING POTENTIAL: UPWARDS AND ONWARDS

Mr. Vinayak S. Khanvalkar, Practicing Company Secretary, Partner, Kanj & Co., LLP, Company Secretaries, Pune has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

After the conclusion of e-voting at the time of the AGM, the Scrutinizer will unblock the votes cast through remote e-voting / e-voting at the time of AGM and will prepare a consolidated report and submit the same to the Managing Director or Joint Managing Director & CFO of the Company not later than forty eight hours of conclusion of the AGM.

The Results declared alongwith the report of the Scrutinizer shall be placed on BSE Limited (www.bseindia.com), National Stock Exchange of India Limited (www.nseindia.com) and also on the website of the Company www.sanghvicranes.com and on the website of CDSL e-Voting www. evotingindia.com immediately after the declaration of result by the Managing Director or Joint Managing Director & CFO of the Company.

All documents referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Companies Act, 2013 shall be open for inspection by the Shareholders in electronic mode during normal business hours (10.00 am to 5.00 pm) on all working days except Saturdays up to and including the date of the AGM of the Company. Members who wish to seek inspection, may send their request through an email at cs@sanghvicranes.com.

In case of any queries, complaints, change of address, etc., Members are requested to e-mail at grievance.redressal@sanghvicranes.com or pune@linkintime.co.in or send their queries, complaints to the Registered Office of the Company or Link Intime India Private Limited, Registrar & Share Transfer Agent of the Company. The Register of Directors' Shareholding & Key Managerial Personnel, the Register of Contracts or arrangements in which Directors are interested shall be made accessible for inspection through electronic mode, which shall remain open and be accessible to any Member during the continuance of the meeting.

By Order of the Board of Directors For Sanghvi Movers Limited

Rajesh P. Likhite Company Secretary & Chief Compliance Officer ACS-13151

Registered Office:

Survey No. 92, Tathawade, Taluka Mulshi, Pune 411033 CIN: L29150PN1989PLC054143 Tel No. +91 8669619501/2/3/4 E-mail: cs@sanghvicranes.com Website: www.sanghvicranes.com

Place: Pune Date: 27 May 2021

STATEMENT SETTING OUT THE MATERIAL FACTS IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) have been Statutory Auditors of the Company, since the financial year 2011-12. In terms of provisions of Section 139 of the Act, a listed company cannot appoint an audit firm as Auditors for more than two terms of five consecutive years. M/s. B S R & Co. LLP will be completing ten years as Auditors of the Company, at the conclusion of the forthcoming Thirty-second Annual General Meeting and would retire therefrom.

M/s. MSKA & Associates., Chartered Accountants (Firm Registration No. 105047W) is proposed to be appointed as Statutory Auditors of the Company, for a period of five years, commencing from the conclusion of Thirty-second Annual General Meeting till the conclusion of the Thirty-seventh Annual General Meeting. M/s. MSKA & Associates, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits Specified under Section 141(3) (g) of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. Letters received from M/s MSKA & Associates would available for inspection at the registered office of Company on all working days (10.00 am to 05.00 pm) except Saturdays up to the date of the Annual General Meeting of the Company.

In terms of requirements of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of proposed remuneration and credentials of the Statutory Auditors are provided below:

It is proposed to pay statutory audit fees of Rs. 13,00,000/- and Rs. 7,00,000/- towards quarterly limited review for financial year 2021-22 aggregating to Rs. 20,00,000/- plus applicable taxes and out of pocket expenses and fees for other work as may be mutually agreed between the Board including any Committee of the Board and Statutory Auditors. The audit fees for the future years may necessitate escalation based on mutual discussions and subject to the approval of the Audit Committee and the Board. The Audit fees payable to M/s. MSKA & Associates is based on the fee proposal received at the time of selection of the Statutory Auditors by the Audit Committee and is lower as compared to the remuneration of retiring Auditors M/s. B S R & Co. LLP, as a result of current market conditions.

M/s. MSKA & Associates is a firm of Chartered Accountants registered with Institute of Chartered Accountants of India with Firm Registration Number 105047W. M/s. MSKA & Associates specializes in providing high-end services in Tax, Regulatory and Audit Assurance domain. The Firm's Audit & Assurance practice has significant experience in auditing listed and large multinational Companies. Built on a foundation of quality, an ability to think out-of-the-box and a business focused and result oriented approach. MSKA is today positioned as one of the largest mid-sized firms in India with a strong presence in Bengaluru, Chennai, Kolkata, Hyderabad, Mumbai, New Delhi - Gurgaon and Pune.

The Board recommends to the members of the Company for the appointment of MSKA & Associates, Chartered Accountants (Firm Registration Number - 105047W) as the Statutory Auditors of the Company as the Board is satisfied and is of the view that MSKA & Associates have the requisite credentials required for their appointment as the Statutory Auditors of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way, interested or concerned in this resolution. Your Board of Directors recommend to pass the resolution for appointment of Statutory Auditors, as an Ordinary Resolution as set out at item no. 3 of the Notice.

Item No. 4

It is proposed to amend the existing Articles of Association of the Company to align them with the amendments in the Companies (Amendment) Act, 2015 no. 21 of 2015 dated 25 May 2015, in the Companies Act, 2013 read with the Rules framed thereunder with regard to amendment in section 9, 12 and 223 of the Companies Act, 2013 about the requirement of Common Seal. Pursuant to these Amendments, requirement of common seal has become optional for the Companies. Accordingly, the clauses of the Articles of Association as mentioned in the Resolution are proposed to amend.

These amendments are procedural in nature and for smooth functioning of activities. The proposed draft Articles of Association after incorporating the changes as mentioned in the resolution is available for inspection at the registered office of Company on all working days (10.00 am to 5.00 pm) except Saturdays up to the date of the Annual General Meeting of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way, interested or concerned in this resolution. Your Board of Directors recommend the above resolution for your approval by way of a Special Resolution as set out at item no. 4 of the Notice.

ANNEXURE TO THE NOTICE DATED 27 MAY 2021

Details of Directors retiring by rotation / seeking re-appointment at the meeting [Pursuant to Regulation 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meeting]

Name of the Director	Mr. Sham D. Kajale
DIN	00786499
Designation	Joint Managing Director & CFO
Age	51 years
Date of first Appointment	02nd September 2006
Qualification	Master's in Commerce and is the Associate Member of the Institute of Cost Accountants ofIndia.
Expertise in specific area	Corporate Finance, Accounts, Legal, Taxation and other administrative functions.
Terms and Conditions of re-appointment	Terms and Conditions of appointment or re-appointment are as per the Nominationand Remuneration Policy of the Company as displayed on the Company's website.www.sanghvicranes.com.
Relationship with other Directors and Key ManagerialPersonnel's of the Company	Not related to any other Directors / Key Managerial Personnel's.
Director in other Listed Companies	No
Chairman / Member of Committee of the Board of otherCompanies	Nil
Number of meetings of the Board attended during theFY 2020-21	5 Meetings
Remuneration last drawn for the Financial year ended31st March 2021 (including sitting fees in Rupees)	134.61 Lakhs
Remuneration proposed	In accordance with the special resolution passed by the members of the Company in theThirty-first Annual General Meeting of the Company held on 25 September 2020.
Shares held in the company as on the date of Notice	Nil

By Order of the Board of Directors For Sanghvi Movers Limited

Rajesh P. Likhite

Company Secretary & Chief Compliance Officer ACS-13151

Registered Office:

Survey No. 92, Tathawade, Taluka Mulshi, Pune 411033 CIN: L29150PN1989PLC054143 Tel No. +91 8669619501/2/3/4 E-mail: cs@sanghvicranes.com Website: www.sanghvicranes.com Place: Pune Date: 27 May 2021