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Sanghvi Movers Ltd. Audit Report / Information 2025

May 30, 2025

62745_rns_2025-05-31_789fe3e5-b2c5-4cb2-a273-42cb2a4f0a5b.pdf

Audit Report / Information

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CS Rajesh P. Likhite Company Secretary & Chief Compliance Officer Sanghvi Movers Limited 2025.05.30 23:49:23 +05'30' 2025.001.20474

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SECRETARIAL COMPLIANCE REPORT OF SANGHVI MOVERS LIMITED FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH 2025

To, Members, Sanghvi Movers Limited Survey No. 92, Tathawade, Taluka Mulshi, Pune - 411033

We M/s. KANJ & CO. LLP, Practising Company Secretaries have examined:

  • (a) all the documents and records made available to us, and explanation provided by Sanghvi Movers Limited (“the listed entity”),

  • (b) the filings/ submissions made by the listed entity to the stock exchanges,

  • (c) website of the listed entity,

  • (d) any other document/ filing, as may be relevant, which has been relied upon to make this report,

for the financial year ended 31[st] March 2025 (“Review Period”) in respect of compliance with the provisions of:

  • (a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

  • (b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

  • (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018: No events occurred during the period which attracts provisions of these guidelines hence not applicable.

  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

1

  • (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018: No events occurred during the period which attracts provisions of these guidelines hence not applicable.

  • (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: No events occurred during the period which attracts provisions of these guidelines hence not applicable.

  • (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021: No events occurred during the period which attracts provisions of these guidelines hence not applicable.

  • (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

  • (h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

  • (i) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

  • (j) other regulations as applicable and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

  • I. (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

(This space is kept blank intentionally)

2

Sr.
No.		 Compliance
Requirement
(Regulations/ circulars/
guidelines including
specific clause)
Regulation/
Circular No.		 Deviations Action
Taken
by
Type of
Action		 Details of
Violation		 Fine
Amount
Observation/
Remarks of the
Practicing
Company
Secretary
Management
Response		 Remarks
1. The audit committee
of the listed entity
shall also review the
financial statements,
in
particular,
the
investments made by
the
unlisted
subsidiary.		 Regulation
24(2)
of
Securities
and
Exchange
Board
of
India (Listing
Obligations
and
Disclosure
Requiremen
ts)
Regulations,
2015		 The
wholly
owned subsidiary
(WOS) company
at Vietnam is a
dormant
company and the
subsidiary
was
not required to
prepare financial
statement as per
laws
of
their
country
and
another
WOS
Sangreen
Renewables		 N/A N/A During
the		 N/A During
the
year,
the
financial
statements of
the
wholly
owned
subsidiary
company
at
Vietnam
being
a
dormant
company and
Sangreen
Renewables
Private		 Since
the
wholly owned
subsidiary
at
Vietnam is a
dormant
company
got
struck off in
February 2024
and Sangreen
Renewables
Private Limited
was
incorporated in
March
2024
with
no
operations,no		 NA
year,
the
financial
statements of
the
wholly
owned
subsidiary
company
at
Vietnam
being
a
dormant
company and
Sangreen
Renewables
Private

3

Private
Limited
was incorporated
in March 2024
with
no
operations,
no
transactions as on
31stMarch 2024.
Hence
the
financials of both
the WOS were
not placed before
the
committee
for
its
review
during
the
quarter April to
June 2024.		 Limitedwere Limitedwere
not
placed
before
the
committee
for its review
during
the
quarter April
to June 2024.		 transactions as
on 31stMarch
2024,
the
financials
of
both the WOS
were
not
placed before
the committee
and
the
necessary
disclosure
about the fact
was made in
the statements
filed with the
stock
exchanges.
not
placed
before
the
committee
for its review
during
the
quarter April
to June 2024.
2. Every
independent
director shall, at the
first meeting of the
board in which he
participates
as
a
director
and
thereafter at the first		 Regulation
25(8) & (9)
of Securities
and
Exchange
Board
of
India(Listing		 The
board
has
noted
the
disclosure
of
interest in Forms
MBP-1 and DIR-8
in its first Board
Meetingheld on		 N/A N/A The minutes
of the Board
meetings has
no
specific
reference to
recording the
declarations		 N/A The minutes
of the Board
meetings has
no
specific
reference to
recording the
declarations		 The Board has
received
declarations and
confirmations
from
independent
directors
and


NA

4

meeting of the board
in every financial year
or whenever there is
any change in the
circumstances which
may affect his status
as an independent
director,
submit
a
declaration that he
meets the criteria of
independence
as
provided in clause (b)
of sub-regulation (1)
of regulation 16 and
that he is not aware of
any circumstance or
situation, which exist
or may be reasonably
anticipated,
that
could
impair
or
impact his ability to
discharge his duties
with
an
objective
independent		 Obligations
and
Disclosure
Requiremen
ts)
Regulations,
2015		 16thMay, 2024.
However,
the
minutes
of
the
Board
meetings
has
no
specific
reference
to
recording
the
declarations
and
confirmations
submitted by the
Independent
Directors.		 and
confirmations
submitted by
the
Independent
Directors.		 and
confirmations
submitted by
the
Independent
Directors.		 the same were
placed
before
the
Board;
however,
the
Company
has
inadvertently
missed to note
the same in the
minutes of the
Board meeting.






5

judgment
and
without any external
influence.
3. The listed entity shall
first disclose to the
stock exchange(s) all
events or information
which are material in
terms
of
the
provisions
of
this
regulation as soon as
reasonably
possible
and in any case not
later
than
the
following:
(i)thirty minutes from
the closure of the
meeting of the board
of directors in which
the
decision
pertaining
to
the
event or information
has been taken		 Regulation
30(6) of SEBI
(Listing
Obligations
and
Disclosure
Requiremen
ts)
Regulations,
2015		 The Company has
filed an intimation
under Regulation
30 (6) of SEBI
(Listing
Obligations
and
Disclosure
Requirements) for
the
matters
discussed in the
Board
Meeting
held
and
concluded on 16th
May 2024 with a
delay
of
10
minutes.		 N/A N/A The Company
has filed an
intimation
under
Regulation 30
(6)
of
SEBI
(Listing
Obligations
and
Disclosure
Requirements
)
for
the
matters
discussed
in
the
Board
Meeting held
and
concluded on
16th
May
2024 with a		 N/A The Company
has filed an
intimation
under
Regulation 30
(6)
of
SEBI
(Listing
Obligations
and
Disclosure
Requirements
)
for
the
matters
discussed
in
the
Board
Meeting held
and
concluded on
16th
May
2024 with a		 The delay was
purely
unintentional and
occurred due to a
temporary
technical
issue
encountered
during
the
submission
process on the
stock
exchange
portal.
We wish to affirm
that there was no
malafide intent or
negligence on the
part
of
the
Company.











NA

6

delay of 10
minutes.		 delay of 10
minutes.
4. Approvals of related
party transactions by
audit committee at its
meeting.
Regulation
23 of SEBI
(Listing
Obligations
and
Disclosure
Requiremen
ts)
Regulations,
2015		 The
Company
entered
into
related
party
transactions
during the period
under review with
its wholly owned
subsidiaries in the
ordinary course of
business.
While
these transactions
were
placed
before and noted
in the minutes of
the
Audit
Committee
and
Board
Meetings
held
on
13th
February 2025, the
minutes did not
contain a specific
reference to the		 N/A N/A The Company
entered into
related party
transactions;
however, the
minutes
did
not contain a
specific
reference to
the
terms
‘approval’ or
‘prior
approval’
from
the
Audit
Committee
and the Board
of Directors.		 N/A The Company
entered into
related party
transactions;
however, the
minutes
did
not contain a
specific
reference to
the
terms
‘approval’ or
‘prior
approval’
from
the
Audit
Committee
and the Board
of Directors.		 The omission was
inadvertent
and
procedural
in
nature, with no
impact
on
the
substance of the
approvals actually
accorded.
The
transactions were
neither concealed
nor
executed
without
the
knowledge of the
competent
authorities.
Nonetheless, we
acknowledge the
importance
of
precise
and
express recording
of approvals in
line
with



















Nil

7

terms
‘approval’
or ‘prior approval’
from
the
Audit
Committee
and
the
Board
of
Directors,
as
required
under
Regulation 23 of
the SEBI (Listing
Obligations
and
Disclosure
Requirements)
Regulations, 2015.		 regulatory
requirements.
The Company has
since taken steps
to sensitize the
concerned teams
and ensure that
all
future
approvals
are
recorded with the
requisite clarity in
the minutes of
the
meetings,
including express
mention
of
“approval”
or
“prior approval”
wherever
applicable.













N/A Indicates Not Applicable.

8

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.
No.		 Observations/ Remarks of the
Practicing Company Secretary in the
previous reports		 Observations
/ made in the
secretarial
compliance
report for the
year ended

Compliance Requirement
(Regulations/ circulars/
guidelines
Including specific clause)

Details of violation /
deviations and actions
taken / penalty
imposed, if any, on the
listed entity		 Remedial actions, if
any, taken by the
listed entity		 Comments of the PCS on
the actions taken by the
listed entity
1. There was an instance where an
employee of the company has
traded in the securities of the
company on 14thJuly 2023 during
trading window closure. However,
the value of securities acquired was
very minimal and the management
has reprimanded the employee
being the first instance of violation
of the code.		 31stMarch
2024		 When
the
trading
window
is
open,
trading by designated
persons
shall
be
subject
to
pre-
clearance
by
the
compliance officer, if
the
value
of
the
proposed
trades
is
above such thresholds
as
the
board
of
directors maystipulate.		 There was an instance
where an employee of
the
company
has
traded during trading
window closure.		 The
Company
issued a letter to
the said employee
and reprimanded
him to adhere the
code of conduct of
the Company and
applicable
regulations.		 Nil

9

2. The Company has submitted the
transcript of earnings call held on
8th November 2023 to the stock
exchange on 18th November 2023.
There has been a delay of a day.		 31stMarch
2024		 (b) Audio or video
recordings
and
transcripts
of
post
earnings / quarterly
calls,
by
whatever
name
called,
conducted physically or
through digital means,
simultaneously
with
submission
to
the
recognized
stock
exchange(s),
in
the
following manner:
(i) the presentation and
the
audio/video
recordings
shall
be
promptly
made
available
on
the
website and in any
case, before the next
trading day or within
twenty-four hours from
the conclusion of such		 There has been delay
in filing the transcript
of the earnings call 8th
November 2023 with
the stock exchange.		 The company has
uploaded
the
transcript
within
five working days
of the conclusion
of
call
and
submitted to the
stock exchanges.		 Nil

10

calls,
whichever
is
earlier;
(ii) the transcripts of
such calls shall be made
available
on
the
website
within
five
working days of the
conclusion
of
such
calls.
3. The company has intimated to the
stock exchange on 25th March 2024
regarding incorporation of its wholly
owned subsidiary named “Sangreen
Renewables Private Limited”. The
date of incorporation of the WOS is
23rd March 2024.		 31stMarch
2024		 Acquisition(s)
(including
agreement
to acquire), Scheme of
Arrangement
(amalgamation/
merger/
demerger/restructurin
g), sale or disposal of
any unit(s), division(s),
whole or substantially
the
whole
of
the
undertaking(s)
or
subsidiary of the listed
entity,sale of stake in		 Disclosure made to
the stock exchange
after completion of 12
hours of occurrence of
the event.		 Nil Nil

11

the associate company
of the listed entity or
any
other
restructuring.
4. The performance evaluation was
done at the meeting of the
Nomination
and
Remuneration
Committee and board meeting but
was not specifically recorded in the
minutes
of
Nomination
and
Remuneration
Committee
and
board meeting held during the year
due to inadvertent reasons.		 31stMarch
2024		 The
evaluation
of
independent directors
shall be done by the
entire
board
of
directors which shall
include-
(a) performance of the
directors; and
(b) fulfilment of the
independence criteria
as specified in these
regulations and their
independence from the
management.		 Performance
evaluation was not
recorded
in
the
minutes
of
Nomination
and
Remuneration
Committee and board
meeting held during
the year.		 Nil The
company
has
inadvertently missed to
comply
with
this
requirement.
5. The wholly owned subsidiary (WOS)
at Vietnam is a dormant company
and the subsidiary is not required to
prepare financial statements asper		 31stMarch
2024		 The audit committee of
the listed entity shall
also
review
the
financial statements,		 During the year, the
financial
statements
of the wholly owned
subsidiarycompanyat		 Nil Nil

12

the laws of their country. Hence the
financials of the WOS were not
placed before the committee for its
review.
However, the status of the dormant
WOS is noted at the meeting.		 in
particular,
the
investments made by
the unlisted subsidiary.		 Vietnam
being
a
dormant
company
was not required to
prepare financials as
per
law
of
their
country and hence the
financials were not
placed
before
the
committee
for
its
review.
6. The minutes of the board meeting
has not recorded the declaration
and confirmation submitted by the
independent director pursuant to
Regulation 25(8).		 31stMarch
2024		 Every
independent
director shall, at the
first meeting of the
board in which he
participates
as
a
director and thereafter
at the first meeting of
the board in every
financial
year
or
whenever there is any
change
in
the
circumstances
which
mayaffect his status as		 The board has not
recorded
the
declaration
and
confirmation
submitted
by
the
independent director
pursuant
to
Regulation 25(8).		 Nil Nil

13

an
independent
director,
submit
a
declaration
that
he
meets the criteria of
independence
as
provided in clause (b)
of sub-regulation (1) of
regulation 16 and that
he is not aware of any
circumstance
or
situation, which exist or
may
be
reasonably
anticipated, that could
impair or impact his
ability to discharge his
duties
with
an
objective independent
judgment and without
anyexternal influence.

14

  • II. We hereby report that, during the Review Period the compliance status of the listed entity with the following requirements:
Sr. No. Particulars Compliance
Status
(Yes/No/ NA)		 Observations
/Remarks by
PCS
1. Secretarial Standards:
The compliances of the listed entity are in
accordance with the applicable Secretarial
Standards (SS) issued by the Institute of
Company Secretaries India (ICSI) .		 NO The Company needs to
strengthen its compliance
with
the
applicable
Secretarial Standards (SS)
issued by the ICSI.
2. Adoption and timely updation of the
Policies:
⚫ All
applicable
policies
under
SEBI
Regulations are adopted with the approval
of board of directors of the listed entities.
⚫ All the policies are in conformity with SEBI
Regulations and have been reviewed &
updated
on
time,
as
per
the
regulations/circulars/guidelines issued by
SEBI		 NO The Company is in the process
of reviewing and updating its
internal policies to align with
the applicable provisions of
the Companies Act, 2013 and
SEBI (Listing Obligations and
Disclosure
Requirements)
Regulations,
2015.
This
includes
incorporating
guidance on the utilization of
retained earnings and further
strengthening the process for
dissemination of information
under the Code of Practices
and
Procedures
for
Fair
Disclosure
of
Unpublished
Price Sensitive Information.
3. Maintenance and disclosures on Website:
⚫ The Listed entity is maintaining a
functional website
⚫ Timely dissemination of the documents/
information under a separate section on
the website
⚫ Web-links provided in annual corporate
governance reports under Regulation 27(2)
are accurate and specific which redirects to
the relevant document(s)/ section of the
website.		 NO In few of the instances,
details were not updated on
the website promptly.
The
Company
needs
to
strengthen its systems for
making required disclosures
on the website within the
specified timelines.

15

4. Disqualification of Director:
None of the Director(s) of the listed entity is/
are disqualified under Section 164 of
Companies Act, 2013 as confirmed by the
listed entity.		 YES NA
5. Details related to Subsidiaries of listed
entities have been examined w.r.t.:
(a) Identification of material subsidiary
companies
(b) Disclosure requirement of material as
well as other subsidiaries		 YES NA
6. Preservation of Documents:
The listed entity is preserving and maintaining
records as prescribed under SEBI Regulations
and disposal of records as per Policy of
Preservation of Documents and Archival
policy
prescribed
under
SEBI
LODR
Regulations,2015.		 YES NA
7. Performance Evaluation:
The listed entity has conducted performance
evaluation of the Board, Independent Directors
and the Committees at the start of every
financial year/during the financial year as
prescribed in SEBI Regulations.		 NO The
Company
has
not
documented
any
performance evaluation of
the
Board,
Independent
Directors
and
the
Committees.
8. Related Party Transactions:
(a) The listed entity has obtained prior
approval of Audit Committee for all
related party transactions; or
(b) In case no prior approval has been
obtained, the listed entity shall provide
detailed
reasons
along
with
confirmation whether the transactions
were
subsequently
approved/ratified/rejected
by
the
Audit Committee.		 NO The Company needs to
strengthen its systems for
identification
of
related
party transactions, obtaining
prior approvals of Audit
Committee and Board of
Directors,
noting
and
disclosures
within
the
specified timelines.

16

9. Disclosure of events or information:
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with
Schedule III of SEBI LODR Regulations, 2015
within the time limits prescribed thereunder.		 NO The Company needs to
strengthen its systems for
making required intimations
within
the
specified
timelines.
10. Prohibition of Insider Trading:
The listed entity is in compliance with
Regulation 3(5) & 3(6) SEBI (Prohibition of
Insider Trading) Regulations, 2015.		 YES NA
11. Actions taken by SEBI or Stock Exchange(s),
if any:
No action(s) has been taken against the
listed entity/ its promoters/ directors/
subsidiaries either by SEBI or by Stock
Exchanges (including under the Standard
Operating Procedures issued by SEBI through
various circulars) under SEBI Regulations and
circulars/ guidelines issued thereunder (or)
The actions taken against the listed entity/ its
promoters/ directors/ subsidiaries either by
SEBI or by Stock Exchanges are specified in the
last column.		 N/A NIL
12. Resignation of statutory auditors from the
listed entity or its material subsidiaries:
In case of resignation of statutory auditor
from the listed entity or any of its material
subsidiaries during the financial year, the
listed entity and/ or its material subsidiary(ies)
has/ have complied with paragraph 6.1 and
6.2 of section V-D of chapter V of the Master
Circular on compliance with the provisions of
the LODR Regulations bylisted entities.		 N/A NIL
13. Additional Non-compliances, if any:
No additional non-compliance observed for
any SEBI regulation/circular/guidance note
etc. except as reported above		 N/A There were no additional
non-compliances to report
except as reported above

17

We further, report that the listed entity is in compliance/ not in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulations: Not Applicable

Assumptions & Limitation of scope and Review:

  1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

  2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

  3. We have not verified the correctness and appropriateness of financial records and books of accounts of the listed entity.

  4. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

Signature: Date: 30.05.2025 Place: Pune

Hrishikesh Wagh Partner For KANJ & CO. LLP Company Secretaries FCS No.: 7993 CP No. : 9023 UDIN: F007993G000517370 PR No.: 6309/2024

18

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