Enter the first few characters of Company and click 'Go'

Directors Report of Sanghi Industries Ltd.

Mar 31, 2018

The Members of Sanghi Industries Limited

The Directors take pleasure in presenting the 31^st Annual Report together with the audited financial statements for the year ended 31^st March, 2018.

Financial Performance:

(Rs. in Crore)

Particulars	2017-2018	2016-2017
Total Income	1074.03	1104.26
Profit before Interest, Depreciation and Taxation	237.81	200.43
Interest	72.12	64.23
Operating Profit	165.69	136.20
Depreciation	72.38	73.06
Profit Before Tax (PBT)	93.31	63.14
(Add) / Less : Provision for Tax	-	-
Profit After Tax (PAT)	93.31	63.14
Other Comprehensive Income	0.05	(0.17)
Total Comprehensive Income	93.36	62.97

Dividend

In order to conserve the resources, your Directors do not recommend any dividend for the year under review.

Dividend Distribution Policy

Securities and Exchange Board of India (âSEBIâ) has vide notification dated 8^th July, 2016, amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by introducing new Regulation 43A which requires the top 500 listed companies (based on the market capitalization calculated as on 31^st March of every year) to formulate a Dividend Distribution Policy and disclose the same on their websites and in the Annual Reports.

The Companyâs market capitalization as on 31^st March, 2018 is Rs.2965.57 Crore as per closing price of Rs.118.15 at NSE and the Company falls under the list of top 500 listed companies as per the market capitalization as on 31^st March, 2018, it has formulated the Dividend Distribution Policy which is uploaded on the Companyâs website at http://www.sanghicement.com/ policies

Transfer To Reserves

During the year under review, the company has transferred Rs.0.88 Crores to Debenture Redemption Reserve.

Operations and Performance of the Company

During the year ended 31^st March, 2018, the total revenue was Rs.1074.03 Crores against Rs.1104.26 Crores in the previous year. The Profit Before and after Tax for the year has been Rs.93.31 Crores against Rs.63.14 Crores in previous year. The Total Comprehensive Income for the year is Rs.93.36 Crores, against Rs.62.97 Crores in previous year. Goods and Service Tax (GST) has been implemented w.e.f. 1^st July 2017. Accordingly , GST is being levied as against Excise duty applicable hitherto. Since, excise duty is included in the revenue and GST is not included in revenue, total revenue for the year ended 31st March 2018 are not comparable with the previous year.

The results are analysed at length in Management Discussion and Analysis report.

Raising of Funds through Qualified Institutional Placement (QIP)

During the year under review, Company has issued 3,10,21,000 Equity Shares of Rs.10/- each at an issue price of Rs.129/- each (including premium of Rs.119/- each) to Qualified Institutional Buyers (QIB). The amount raised through QIP was Rs.400.17 Crores. Pursuant to allotment of equity shares in the QIP the paid up share capital of the Company stands increased to Rs.251 Crores (comprising of 25,10,00,000 equity shares of Rs.10/- each) as on 31^st March, 2018.

Issue of Non-Convertible Debentures (NCDs) on Private Placement Basis and Early Redemption of existing NCDs

During the year under review, Company has issued 2,560 Secured, Listed, Rated, Redeemable, Non-Convertible Debentures (âNCDsâ) of face value of Rs.10,00,000/- each aggregating to Rs.2,56,00,00,000/- (Rupees Two Hundred Fifty Six Crores Only) on Private Placement basis with a fixed coupon rate of 10.50% listed on âWholesale Debt Marketâ Segment of BSE Limited.

The proceeds of above NCDs have been utilised for early redemption of existing 25,64,829 Secured, Unlisted, Redeemable, Non-Convertible Debentures of Rs.1,000/- each aggregating to Rs.256,48,29,000/- (Rupees Two Hundred Fifty Six Crore Forty Eight Lacs Twenty Nine Thousand Only) which were issued in the month of March 2016 with a tenure of Five years on private placement basis having fixed coupon rate of 15.50%.

Consequent to above, as on date there are 2,560 outstanding Non-Convertible Debentures of the Company aggregating to Rs.256 Crores which were issued on 7^th March, 2018.

Change in Nature of Business

There are no material changes in the nature of business during the year under review.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report.

Significant and material orders passed by the Regulators or Courts or Tribunals

During the year under review, there were no significant or material order passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Companyâs operations in future.

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia deals adequately with the operations and also current and future outlook of the Company.

Deposits

The Company has not accepted or renewed any deposits from public falling within the purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

The Company has not made any Loans or provided any guarantee or made any investments falling under purview of Section 186 of the Companies Act, 2013 during the financial year 2017-18.

Subsidiary Company

The Company has incorporated a Wholly owned Subsidiary Company âSange Testing Service (Sanghai) Co. Ltd.â at Shanghai, China. However, the company has not invested any funds in the said subsidiary company and the said subsidiary company has also not started any operations, hence, the company is not required to provide details of subsidiary company under prescribed Form AOC - 1.

Corporate Governance Report

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is attached as Annexure I forming part of this report along with the certificate from auditors confirming the compliance.

Details of Board of Directors and Key Managerial Personnel Board of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Shri Alok Sanghi (holding DIN: 00033506) whole -time Director of the Company retires by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment.

Shri Nirubha B. Gohil (DIN 05149953) has been re-appointed as Whole-time Director of the Company for the period of three years w.e.f. 22nd December, 2017 for which necessary approval has been obtained from the members at the Extra-ordinary General Meeting held on 3rd March, 2018.

In accordance with the provisions of Section 149, 161 and other applicable provisions the Companies Act, 2013 and the Rules framed thereunder, Shri Sundaram Balasubramanian (DIN: 02849971) has been appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 9^th November, 2017 to hold the office till the conclusion of forthcoming Annual General meeting. The resolution proposing regularization of his appointment is set out in the Notice convening the Annual General Meeting.

Your Directors recommend their appointment/regularization of appointment.

During the year under review, Shri T. M. Jagan Mohan (DIN: 00423263) has resigned as Independent Director of the company with effect from 14^th December, 2017 due to pre-occupation.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Shri Ravi Sanghi, Chairman and Managing Director

2. Smt. Bina Engineer, Chief Financial Officer and Whole Time Director

3. Shri Anil Agrawal, Company Secretary

There were no changes in Key Managerial Personnel during the year.

Declaration by Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6).

Policy on Directorsâ appointment and remuneration

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as Annexure II to this report.

Performance evaluation of the Board Committees and Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

Directorsâ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, your Directors confirm that:

a) in the preparation of the annual financial statement , the applicable accounting standards had been followed and that no material departures have been made for the same;

b) they had selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2018 and of the profit of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the accounts for the year ended 31^st March, 2018 on a âgoing concernâ basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Number of Board Meetings

During the year under review, the Board of Directors duly met Five (5) times. The details of the Board Meetings are provided in the Corporate Governance Report which is annexed to the Report. The intervening gap between the two meetings was within the limit prescribed under the Companies Act, 2013 and Listing Regulations.

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company has complied with the applicable provisions of Secretarial Standards on the Meeting of the Board of Directors issued by the Institute of Company Secretaries of India.

Risk Management Policy

Your company has developed and implemented a Risk Management Policy pursuant to Section I34(3)(n) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of risk element that may threaten the existence of the Company.

Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules made thereunder read with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a vigil mechanism termed as Whistle Blower Policy for Directors and employees to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Companyâs Code of Conduct, which also provides for adequate safeguards against victimization of director(s) / employees who avail of the mechanism and also provide for direct access to the Whistle Officer / Chairman of the Audit Committee.

The Whistle Blower Policy is made available on the website of the Company http://www.sanghicement.com/policies Policy on prevention, prohibition and redressal of sexual harassment at workplace Company has framed a policy on Sexual Harassment at workplace which aims to provide protection to women employees at workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint under the Sexual Harassment of women at Workplace during the financial year under review.

Insurance

The properties and assets of the Company are adequately insured.

Auditors Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Chaturvedi & Shah, Chartered Accountants (Firm Registration Number: I0I720W), Mumbai and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N) Delhi, were appointed as Joint Statutory Auditors of the Company for the consecutive term of 5 years to hold office till the conclusion of 35^th Annual General Meeting of the Company subject to ratification of appointment at every Annual General Meeting at such remuneration as shall be fixed by Shri Ravi Sanghi, Chairman and Managing Director of the Company in consultation with the Joint Statutory Auditors.

Members are requested to consider the ratification of appointment of M/s. Chaturvedi & Shah and M/s. S. K. Mehta & Co. Both the auditors have submitted a certificate confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

Accordingly, a resolution for ratification of appointment of Joint Statutory Auditors is proposed. The Board recommends passing of proposed resolution.

Secretarial Auditors

M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure III to this Report.

Cost Auditors

The Company has appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, as cost auditor of the Company for audit of cost accounting records for the year 2018-19. The Audit report of the cost accounts of the Company for the year ended 31^st March, 2018 will be submitted to the Central Government in due course.

Audit Committee

During the year under review, Company has reconstituted the Audit Committee. The Audit Committee of the Company as on 31^st March, 2018 consists of following Directors as its members:

1. Shri Sadashiv Sawrikar - Chairman

2. Shri R. K. Pandey - Member

3. Shri D. K. Kambale - Member

Internal Financial Control and their adequacy

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companyâs operations.

Contracts or Agreements with Related Parties

During the year under review, there were no Related Party Transactions entered by the company with related parties falling under Section 188 of the Companies Act, 2013 hence reporting in Form AOC-2 as required under provisions of Section 134 read with Section 188 of the Companies Act, 2013 and Rule8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Necessary related party disclosures are provided in Note 34 which is forming the part of the notes to financial statements. The policy on Related Party Transactions has been uploaded on the website i.e http://www.sanghicement.com/policies Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV to this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Corporate Social Responsibility

At Sanghi Industries Limited (SIL), the Corporate Social Responsibility (CSR) has been an integral part of the way we have been doing our business since inception. SIL is having 4.1 million tonnes per annum capacity cement plant in the Abdasa taluka of Kutch district in Gujarat. Right from the beginning, SIL has focused on developing the social infrastructure in the surrounding area where most villages suffered from chronic ills like limited livelihood options, acute scarcity of water, poor or no healthcare facilities, barren land and no set up for education.

SIL has always believed in transformation of socio-economic conditions of the region it operates in. The company is conscious about the responsibility towards society and has proved itself as a responsible Corporate Citizen.

SIL enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2008 i.e. Social Accountability Certificate for its plant for the last seven years (earlier SA:8000:200I). Social Accounting is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its Corporate Social Responsibility in to over the last decade for:

- Creating green revolution in the desert Kutch region by cultivating land for growing trees, fruits, vegetables and flowers.

- Providing educational facilities through a CBSE affiliated School;

- Providing hospitals and first aid facilities within few hundred kilometers; and

- Conducting social awareness programmes on various issues

The company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility policy enumerating the CSR Activities to be undertaken by the Company, in accordance with the Schedule VII of the Companies Act, 2013 approved and adopted by the Board of Directors is also placed on the website of the Company http://www.sanghicement.com/policies The requisite details on CSR Activities pursuant to Section 135 of the Companies Act, 2013 and rules framed thereunder are annexed as Annexure V to this report.

The details relating to the Composition of committee and meetings convened of the Committee etc. are furnished in the Corporate Governance Report which is forming the part of this report.

Business Responsibility Statement

As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof for the time-to-time, top 500 listed companies are required to submit, as part of Annual Report, Business Responsibility Report, describing the initiatives taken by them from the environmental, social and governance perspective, in the format prescribed by SEBI. As the company falls under the list of top 500 companies, as per the market capitalization as on 31^st March, 2018, it is applicable to your company. The Business Responsibility Report ofthe Company for the year ended 3 I^st March, 2018 is annexed to this report as Annexure VI.

Extract of the Annual Return

Extract of the Annual Return as on 31^st March, 2018 in the prescribed form MGT-9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed to this report as Annexure VII.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibilities as directors, the working of the Company, nature of industry in which company operates, business model, etc. The details of familiarization programme are explained in the Corporate Governance Report. The details of the familiarization programme of Independent Directors of the Company is available on the website of the Company at the following link: http://www.sanghicement.com/independent-director

Listing

The Companyâs equity shares are listed with the Stock Exchanges, namely National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-Convertible Debentures (NCDs) of the Company issued on private placement basis during the year under review are listed on âWholesale Debt Marketâ segment of BSE Limited. The Company has paid the listing fees for the year 2018-19 to both the Stock Exchanges.

Environment And Pollution Control

The Company has established centralized Environmental team for environment management and vigorously pursued its goal of sustainable development through exacting standard in environmental conservation, emission control, promotion of alternative fuel & raw materials and waste management. The company has certified with ISO:I400I standard since 2004. The company has installed state of the art air pollution control systems like ESP Bag house with membrane technology, Fugitive emission control systems like dust extraction & dust suppression system in all required locations. The Company has installed state of the art Clinker storage and loading system. The mining activities are being carried out by eco-friendly surface miner. The Company has concreting of internal roads, truck parking area and plant floors.

The Company has implemented series of measures for environment and pollution control. Some of the measures implemented during the year are:

- Commissioning of I3.5 MW waste heat recovery system;

- Utilization of pond Ash in raw mix - I^st in Indian Cement sector since last three years;

- Up-gradation of air pollution control systems of Raw mill and coal mills to latest technology;

- Development of new composite cement mix and enhancement of ash utilization in blended cement;

- Implementation of carbon footprint analysis for greenhouse gas emission reduction; and

- Massive plantation in the entire complex.

Foreign Exchange Earnings and Outgo

During the year under review, Foreign Exchange earnings was Rs.4968.40 Lacs and outgo was Rs.1630.49 Lacs

International Accreditations

Your Company is amongst the very few corporates in India and certainly one of the first cement plants in India to receive the following 5 International accreditation.

- ISO 9001:2008 (Quality Management System Standard)

- ISO 14001:2004 (Environmental Management System Standard)

- OHSAS 18001:2007 (Occupational Health & Safety Management System Standard)

- SA 8000:2014 (Social Accountability System Certificate)

- ISO/ IEC 17025:2005 (NABL accreditation for Chemical and Mechanical Testing)

Recognitions for Best Practices

Awards conferred during the â8^th Metalliferous Mines Safety, Swachhata & Silicosis Awareness Week 2017â under the aegis of Directorate General of Mines Safety, Ahmedabad Region are as below:-

S. No.	Awards conferred to Jadua Limestone Mines	Awarded
1	Mine lighting & electrical installation	Second Prize
2	Publicity Propaganda & Fire Fighting	Third Prize
	Awards conferred to Motiber Silica Sand Mines
1	Overall Performance	Third Prize
2	Quarry Working & General Safety	First Prize

The company has also won following award during celebration of â25^th Mines Environment & Mineral Conservation Week Celebrations - 2017-18â, MEMC

Council of Gujarat, under the aegis of Indian Bureau of Mines, Gandhinagar Region:-

S. No.	Awards conferred to Jadua Limestone Mines	Awarded
1	Systematic & Scientific Development	Second Prize

Best CFO Award

Mrs. Bina Engineer , Whole Time Director and Chief Financial Officer (CFO) of the Company is awarded âBest Woman CFO Award 2018â by Yes Bank and Business World Magazine on II^th May 2018 at Delhi. She has also received the prestigious award âBest CFO Award in Women Category- 2016â from the Institute of Chartered Accountants of India.

Indiaâs Most Trusted Company Award - 2017

Company has also won the Indiaâs Most Trusted (Cement Manufacturing) Company Award 2017 from International Brand Consulting Corporation, USA.

Indiaâs Top Challengers 2016-17

Company has also won the Indiaâs Top Challengers 2016-17 Trophy award from Construction World Magazine & Media.

Most Preferred Cement Brand by Real Estate Sector Award 2017

Company has also won the most preferred Cement brand by Real Estate Sector Award 2017 from DNAâs Real Estate & Infrastructure Round Table & Awards.

Industrial Relations

The Companyâs Industrial relations with its employees continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

Appreciation / Acknowledgement

Your Directors wish to place on record their sincere appreciation for the excellent assistance and co-operation received from the Governmental authorities, the consortium of banks and financial institutions, customers, vendors and investors for their continued support during the year.

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi

Date : 19^th May 2018 Chairman & Managing Director

(DIN:00033594)

Mar 31, 2017

The Members of Sanghi Industries Limited

The Directors take pleasure in presenting the 30^th Annual Report together with the audited financial statements for the year ended 31^st March, 2017.

Financial Results:

(Rs. in Crore)

	2016-2017 (twelve Months)	2015-2016 (Nine Months)
Total Income	1104.26	841.76
Profit before Interest, Depreciation and Taxation	200.43	152.92
Interest	64.23	22.18
Operating Profit	136.20	130.74
Depreciation	73.06	53.98
Profit Before Tax (PBT)	63.14	76.76
Exceptional items - Net Expenses of Lenders Prepayment	-	60.39
Profit Before Tax after exceptional items	63.14	16.38
(Add)/Less: Provision for Tax	-	0.39
Profit After Tax (PAT)	63.14	15.98
Other Comprehensive Income	(0.17)	0.44
total Comprehensive Income	62.97	16.42

Dividend

In order to conserve the resources, your Directors do not recommend any dividend for the year under review.

Transfer to Reserves

During the year under review, the Company has transferred Rs.13.21 crores to Debenture Redemption Reserve.

Operations and Performance of the Company

Since the current financial year (2016-17) is consisting of twelve months and previous year (2015-16) is consisting of nine months, the figures of current year are not comparable with the previous year.

During the year ended 31^st March, 2017, the Total Revenue was Rs.1104.26 crores against Rs.841.76 crores in the previous year. The Profit Before Tax and Exceptional Items for the year has been Rs.63.14 crores against Rs.76.76 crores in previous year. The Profit after Exceptional Items and Tax for the current year is Rs.63.14 crores, against to Rs.15.98 crores in previous year. The Total Comprehensive Income for the current year is Rs.62.97 crores, against Rs.16.42 crores in previous year.

The results are analysed at length in Management Discussion and Analysis Report.

Material Changes and commitments affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report.

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia deals adequately with the operations and also current and future outlook of the Company.

Deposits

The Company has not accepted or renewed any deposits from public falling within the purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiary Company

The Company has incorporated a wholly-owned subsidiary company âSange Testing Service (Sanghai) Co. Ltd.â at Shanghai, China. However, the Company has not invested any funds in the said subsidiary company and the said subsidiary company has also not started any operations, hence, the Company is not required to provide details of subsidiary company under prescribed Form AOC - 1.

Board of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Shri Nirubha

B. Gohil (holding DIN: 05149953) whole -time Director of the Company retires by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment.

Shri Aditya Sanghi (holding DIN: 00033755) and Shri Alok Sanghi (holding DIN: 00033506) have been re-appointed as wholetime Directors of the Company for a period of five years with effect from 6^th September, 2017 subject to approval of the Members at the ensuing Annual General Meeting. The resolutions proposing their re-appointment are set out in the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV and the Rules framed there under, Shri Sadashiv Sawrikar (DIN: 02073022), Shri T.M. Jagan Mohan (DIN: 00423263), Shri Radha Krishna Pandey (DIN: 00190017) Shri Devidas Kashinath Kambale (DIN: 00020656) and Shri Dabbir Badri Narayana Rao (DIN 01180539) who were appointed as an Independent Directors for the periods of three consecutive years shall hold the office till the conclusion of forthcoming Annual General Meeting. The resolutions proposing their re-appointment are set out in the Notice convening the Annual General Meeting.

Your Directors recommend their re-appointment.

During the year under review, Shri Jayesh Desai ceased to be Nominee Director of the company with effect from 20^th February, 2017 due to withdrawal of nomination by IDBI Trusteeship Services Ltd. (the âDebenture Trusteeâ).

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Shri Ravi Sanghi, Chairman and Managing Director

2. Smt. Bina Engineer, Chief Financial Officer and Whole-time Director

3. Shri Anil Agrawal, Company Secretary

Your Directors are pleased to inform that Smt. Bina Engineer has been conferred with the prestigious award of Best CFO of the Year 2016 in the âWomenâ category by the Institute of Chartered Accountants of India (ICAI) for her exceptional performance and achievements.

Corporate Governance Report

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on âCorporate Governanceâ is attached as Annexure I forming part of this Report.

Directors'' Responsibility Statement

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanations relating to material departures, if any;

(b) they had selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31^st March, 2017 and of the profit of the Company for the year under review;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the accounts for the year ended 31^st March, 2017 on a âgoing concernâ basis;

(e) they had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Risk Management Policy

The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board, there is no identification of Risk element that may threaten the existence of the Company.

Number of Board Meetings

During the year under review, the Board of Directors duly met Four (4) times. The details of the Board Meetings are provided in the Corporate Governance Report which is annexed to the Report.

Insurance

The properties and assets of the Company are adequately insured.

Declaration by Independent Directors

Performance Evaluation of the Board Committees and Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its Committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

Policy on Directors'' Appointment and Policy on Remuneration

Secretarial Audit Report

M/s Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2016-17 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed Form MR-3 is attached as Annexure III to this Report.

Contracts or Agreements with Related Parties

During the year under review, there were no Related Party Transactions entered by the Company with related parties, hence reporting in Form AOC - 2 as required under provisions of Section 134 read with Section 188 of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Necessary related party disclosures are provided in Note 38 which is forming the part of the notes to financial statements. The policy on Related Party Transactions has been uploaded on the website www.sanghicement.com/policies Particulars of employees

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Internal Financial Control and their adequacy

The Company has adopted Internal Control System considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Companyâs operations.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not made any Loans or provided any Guarantee or made any Investments falling under purview of Section 186 of the Companies Act, 2013 during the financial year 2016-17.

Statutory Auditors

Pursuant to the provisions of Section 139 (2) of the Companies Act, 2013 the existing Joint Statutory Auditors M/s. Ankit & Co., Chartered Accountants, Hyderabad and M/s. Haribhakti & Co. LLP Chartered Accountants, Ahmedabad, who have been acting as Statutory Auditors of the Company since more than ten years cannot be re-appointed as the Statutory Auditors for the year 2017-18.

In view of the said provisions of Companies Act, 2013, the Company has approached M/s. Chaturvedi & Shah, Chartered Accountants (Firm Registration Number: I0I720W) and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N), for their appointment as Joint Statutory Auditors of the Company. They have consented to act as the Joint Statutory Auditors of the Company and have also given the confirmation to the effect that their appointment, if made by the Company would be within the limits prescribed under Section 139 of the Companies Act, 2013.

Accordingly, a resolution seeking membersâ approval for their appointment as Joint Statutory Auditors of the Company for the period of 5 consecutive years from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held in the financial year 2022 is proposed. The Board recommends passing of the proposed resolution.

Audit Committee

The Audit Committee of the Company as on 31^st March, 2017 consists of following Directors as its members:

1. Shri Sadashiv Sawrikar - Chairman

2. Shri R. K. Pandey- Member

3. Shri T. M. Jagan Mohan â Member

Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the Rules made there under read with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has established a Vigil Mechanism termed as Whistle Blower Policy for Directors and employees to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Companyâs code of Conduct, which also provides for adequate safeguards against victimization of director(s)/employees who avail of the mechanism and also provide for direct access to the Whistle Officer/ Chairman of the Audit Committee.

The Whistle Blower Policy is made available on the website of the Company www.sanghicement.com/policies Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review, there was no significant or material order passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Companyâs operations in future.

Listing

The Companyâs securities are listed with the Stock Exchanges at National Stock Exchange and Bombay Stock Exchange. The Company has paid the listing fees for the year 2017-18 to both the Stock Exchanges.

Cost Audit

The Company has appointed M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad, as Cost Auditor of the Company for audit of cost accounting records for the year 2017-18. The Audit Report of the cost accounts of the Company for the year ended 31^st March, 2017 will be submitted to the Central Government in due course.

Corporate Social Responsibility

At Sanghi Industries Limited (SIL), the Corporate Social Responsibility (CSR) has been an integral part of the way we have been doing our business since inception. SIL has 4.1 million tonnes per annum capacity cement plant in the Abdasa taluka of Kutch district in Gujarat. Right from the beginning, SIL has focused on developing the social infrastructure in the surrounding area where most villages suffered from chronic ills like limited livelihood options, acute scarcity of water, poor or no healthcare facilities, barren land and no set up for education.

SIL has always believed in transformation of socio-economic conditions of the region it operates in. The Company is conscious about the responsibility towards society and has proved itself as a responsible Corporate Citizen.

This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its Corporate Social Responsibility over the last decade for:

- Creating green revolution in the desert Kutch region by cultivating land for growing trees, fruits, vegetables and flowers;

- Providing educational facilities through a CBSE affiliated School;

- Providing hospitals and first aid facilities within few hundred kilometers; and

- Conducting social awareness programmes on various issues.

The Company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Policy enumerating the CSR Activities to be undertaken by the Company, in accordance with the Schedule VII of the Companies Act, 2013 approved and adopted by the Board of Directors is also placed on the website of the Company www.sanghicement.com/policies The requisite details on CSR Activities pursuant to Section 135 of the Companies Act, 2013 and Rules framed there under are annexed as Annexure V to this Report.

The details relating to the composition of Committee and meetings convened of the Committee etc. are furnished in the Corporate Governance Report which is forming the part of this Report. extract of the Annual Return

Extract of the Annual Return as on 31^st March, 2017 in the prescribed form MGT - 9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed to this Report as Annexure VI.

environment and Pollution Control

Companyâs plant is certified for Environment Management System IS0:I400I:2004. Stringent internal environmental measures are adopted, adhered to and maintained to run the plant operations in an eco-efficient manner.

Some of these measures include:

- KPD inlet duct modification resulting reduction of 50% KPD waste generation;

- Partially utilizing KPD as a performance improver into the product;

- Enhancing fly ash utilization in blended cement;

- First time successfully completed coal tar trial for utilizing as an alternative fuel in Kiln; and

- Enhancing pond ash utilization as an alternative raw material for Clinker.

Conservation of energy, technology Absorption and Foreign exchange earnings and Outgo:

(a)	Conservation of Energy-
(i)	The steps taken or impact on conservation of energy;	- Conducted Energy Audit and implemented the energy conservation action plan; - Continuous process optimization & reduction in false air ingress; - Up-gradation of main Raw Mill bag house to reduce pressure drop; - Installation of closed mines belt conveyor of 3 KM for limestone transportation from Mines to Clinker Plant; - Installation of Slip Power Recovery System (SPRS) in coal mills; - Segregate vital and non-vital compressed air application and re-route entire compressed air network for energy saving; - Adaption to best practices and processes of the sector; - Replacement of conventional lighting system with LED lighting system in Plant & Colony; and - Higher usage of alternative fuel in Kiln.
(ii)	The steps taken by the company for utilizing alternate sources of energy	- Installation of automated Alternative Fuel & Raw Material (AFR) system in Clinker plant for utilizing waste like used Oil, Coal Tar, Plastics, Oily cotton waste, ETP sludge, Paint sludge etc generated by other industries as an alternative fuel in Kiln. - Started erection of 15 MW Waste Heat Recovery System (WHRS) for power generation.
(iii)	The capital investment on energy conservation equipments	Rs.1824 Lac

(b) Technology absorption-
(i)	The efforts made towards technology absorption:	The MIS Cell and Energy Steering Committee is working on energy accounting and conservation program by handling issues associated with. SIL strive to implement latest technologies for energy efficiency, alternative resources & minimize adverse impact on environment. The regular Energy Audit is carried out by the third party to identify the area for improvement.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution.	product improvement, cost reduction, product development & import substitution
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:	NA
	-the details of technology imported;	NA
	-the year of import;	NA
	-whether the technology been fully absorbed; and	NA
	-if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	NA
(c) Research and Development
	Specific areas in which R&D carried out by the Company	- New Process Developed. - Improvement in existing production process(s). - Energy conservation. - Pollution control.
(i)	Benefits derived as result of the above R&D	- Use of pond ash, increment in kiln feed, blended cement for raw material conservation. - Modification in raw mill, commissioning of new cement grinding unit. - SPRS for all HT fans, raw-mix optimization and efficiency in fuel blending. - Real time monitoring of SPM, water sprinklers for fugitive emission, compliance of environmental norms during operation.
(ii)	Future Plan of Action	- Cooler up-gradation, enhance AFR contribution. - Develop new product, which is Eco-friendly, up-gradation of coal mill classifier. - Kiln inlet seal modification, reduce limestone consumption, add conversion factor from raw mill to clinker. - Close loop on quality parameters, find alternative material for cement strength.
(iii)	Expenditure on R&D	Rs. In Lacs)
			2016-17	2015-16
		Capital	128.48	3.85
		Recurring	129.90	126.70
		Total R& D Expenditure	258.38	130.55

Foreign exchange earnings and Outgo

The particulars with regard to foreign exchange earnings and outgo are set out in Note 40 of Note to the Financial Statements.

International Accreditations

Your company is amongst the very few corporate in India and certainly one of the first cement plants in India to receive the following 5 International accreditation.

- ISO 9001:2008 (Quality Management System Standard)

- ISO 14001:2004 (Environmental Management System Standard)

- OHSAS 18001:2007 (Occupational Health & Safety Management System Standard)

- SA 8000:2014 (Social Accountability System Certificate)

- ISO/IEC 17025:2005 (NABL accreditation for Chemical and Mechanical Testing)

Recognitions for best practices

Awards conferred to our various mines during celebration of â7^th Metalliferous Mines Safety Week - 2016" under the aegis of Directorate General of Mines Safety, Ahmedabad Region are as below:-

S. No.	Awards conferred to ladua Limestone Mines:	Awarded
1	Overall Performance.	First Prize
2	Publicity, Propaganda & Fire Fighting	First Prize
3	Health, Safety, Welfare & Occupational Health Check up facilities	Second Prize
4	Raising by Explosives, Storage & Transportation/Raising by Surface Miner	Second Prize
5	Best Stall	First Prize
	Awards conferred to Motiber Silica Sand Mines:
1.	Overall Performance	First Prize
2.	Quarry Working & General Safety	First Prize
3.	Appointment of Statutory Person & Maintenance of Records	Second Prize

The Company has also won following award during celebration of â24^th Mines Environment & Mineral Conservation Week Celebrations - 2016-17", MEMC Council of Gujarat, under the aegis of Indian Bureau of Mines Gandhinagar Region:-

S. No.	Awards conferred to ladua Limestone Mines:	Awarded
1	Systematic & Scientific Development	Second Prize

Cashless Township

Sanghipuram township is on the forefront of the Mission of Digital India and Less-Cash India. The Honâble Prime Minister, Shri Narendra Modi has recognized Sanghipuram as a âCashless Townshipâ at the function held under auspices of NITI Aayog at Nagpur on 14th April, 2017.

Industrial Relations

The Company has not received any complaint under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Appreciation/Acknowledgement

For and on behalf of the Board

Place: Ahmedabad Ravi Sanghi

Date: 24th May, 2017 Chairman & Managing Director

Jun 30, 2015

Dear Members,

The Directors take pleasure in presenting the 28th Annual Report together with the audited financial statements for the year ended 30th June, 2015.

Financial Results

( in crore)

2014-2015 2013-2014

Gross Revenue 1041.45 1154.24

Net Income 939.35 1056.51

Profit before Interest, Depreciation and Taxation 164.49 205.37

Interest 27.47 14.05

Operating Profit 137.03 191.32

Depreciation 106.43 147.75

Profit Before Tax (PBT) 30.59 43.57

(Add) / Less : Provision for Tax - (6.01)

Profit After Tax (PAT) 30.59 49.58

profit carried to Reserves and Surplus 30.59 49.58

Dividend

In order to conserve the resources, your Directors do not recommend any dividend for the year under review. transfer to Reserves

Your company has transferred Rs. 26.88 crores to Capital Redemption Reserve during the year under review.

Operations and performance of the Company

The Company has commissioned a 1.2 MTPA Grinding facility at the same location in Sanghipuram, Kutch, which was inaugurated by the Hon'ble Chief Minister of Gujarat, Smt. Anandiben Patel thereby taking the total capacity to 4.1 MMTPA.

During the year under review, the total revenue was Rs. 1041.45 crores being lower by 9.77% from ' 1154.24 crores in the previous year mainly due to lower volume in Export markets and depressed cement prices particularly in second half of the year.

Accordingly, Profits after Tax for the year has been Rs. 30.59 crores lower from Rs. 43.57 crores in previous year.

The results are analysed at length in Management Discussion and Analysis report.

Material Changes and commitments affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company have occurred between the end of financial year to which the Balance Sheet relates and the date of this report.

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia deals adequately with the operations as also current and future outlook of the Company.

Deposits

The Company has not accepted or renewed any deposits from public falling within the purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiary Company

The Company has incorporated a Wholly owned Subsidiary Company "Sange Testing Service (Sanghai) Co. Ltd." at Shanghai, China during the year under review. Till the end of the year under review, the company has not invested any funds in the said subsidiary company and the said subsidiary company has also not started any operations, hence, the company is not required to provide details of subsidiary company under prescribed Form AOC - 1.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Shri N. B. Gohil (holding DIN: 05149953) Whole Time Director and Smt. Bina Engineer (holding DIN: 01653392), Whole Time Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri N. B. Gohil has been re-appointed as Whole Time Director of the Company for a period of three years w.e.f. 22nd December, 2014 and Shri Ravi Sanghi, has been re-appointed as the Chairman and Managing Director of the Company for a period of five year w.e.f. 1st October, 2015 subject to approval of the Members at the ensuing Annual General Meeting. The resolutions proposing their reappointment are set out in the notice.

Your Directors recommend their re-appointment.

During the year under review, Shri C. S. V Rao ceased to be Director w.e.f. 20th October, 2014. Shri Naresh Gwalani has been appointed as a Director w.e.f. 13th May, 2015.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Shri Ravi Sanghi, Chairman and Managing Director

2. Smt. Bina Engineer, Chief Financial Officer and Whole Time Director

3. Shri Anil Agrawal, Company Secretary Corporate Governance Report

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement executed with the Stock Exchanges. A separate section on the Corporate Governance Practices followed by the Company together with the certificate from the Auditor confirming compliance is set out in the Annexure I forming part of this report.

Directors, Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, your Directors confirm that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

(b) the Directors had selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 30th June, 2015 and of the profit of the Company for the year under review;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the accounts for the period ended 30th June, 2015 on a ,going concern' basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Risk Management Policy

Your company has developed and implemented a Risk Management Policy pursuant to Section I34(3)(n) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Clause 49 (VI) of the Listing Agreement, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company .

The risk management process is designed to safeguard the organisation from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

During the year under review, the Board of Directors duly met Four (4) times. The details of the Board Meetings are provided in the Corporate Governance Report which is annexed to the Report.

Insurance

The properties and assets of the Company are adequately insured.

Declaration by Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6).

performance Evaluation of the Board Committees and Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with clause 49 of the Listing Agreement, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The Board has also evaluated the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

policy on Directors, Appointment and policy on Remuneration

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as Annexure II to this report.

Secretarial Audit Report

M/s. Parikh Dave & Associates, Practising Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2014-15 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure III to this report.

Contracts or Agreements with Related Parties

Pursuant to the provisions of Section 134 of the Companies Act, 2013 all the Contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 entered by the Company during the financial year were in ordinary course of Business and on arms' length basis.

During the year under review, the Company has not entered into any contracts or arrangements with related parties which could be construed "Material" according to the policy of the Company on materiality of related party transactions. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial Statement. The details of Related Party Transactions in Form AOC - 2 are annexed as Annexure IV to this Report.

The policy on Related Party Transactions has been uploaded on the website i.e. www.sanghicement.com.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure V to this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Internal Financial Control and their adequacy

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company's operations.

Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

The Company has not made any Loans or provided any guarantee or has made any investments falling under purview of Section 186 of the Companies Act, 2013 during the financial year 2014-15.

Statutory Auditors

M/s. Ankit & Company, Chartered Accountants, Hyderabad and M/s. Haribhakti & Co. LLP, Chartered Accountants, Ahmedabad, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has also received confirmation from them to the effect that their appointment, if made by the Company for the year 2015-16, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Board of Directors recommend their appointment as Joint Statutory Auditors of the Company.

Audit Committee

The Audit Committee of the Company as on 30th June, 2015 consists of following Directors as its members:

1. Shri Sadashiv Sawarikar - Chairman

2. Shri R. K. Pandey - Member

3. Shri T. M. Jagan Mohan - Member

Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules made thereunder and also Clause 49 of the Listing Agreement, your company has established a vigil mechanism termed as Whistle Blower Policy for Directors and employees to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company's code of Conduct, which also provides for adequate safeguards against victimization of director(s) / employees who avail of the mechanism and also provide for direct access to the Whistle officer / Chairman of the Audit Committee.

The Whistle Blower Policy is made available on the website of the Company www.sanghicement.com Significant and Material Orders passed by the Regulators or Courts or Tribunals

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Company's operations.

Listing

The Company's securities are listed with the Stock Exchanges at National Stock Exchange and Bombay Stock Exchange. The Company has paid the listing fees for the year 2015-16 to both the Stock Exchanges.

Cost Audit

The Company has appointed M/s. N D Birla & Co., Cost Accountants, Ahmedabad, as cost auditor of the Company for audit of cost accounting records for the year 2015-16. The Audit report of the cost accounts of the Company for the year ended 30th June, 2015 will be submitted to the Central Government in due course.

Corporate Social Responsibility

At Sanghi Industries Limited (SIL), the Corporate Social Responsibility (CSR) has been an integral part of the way we have been doing our business since inception. SIL is having 4.1 million tonnes per annum capacity cement plant in the Abdasa taluka of Kutch district in Gujarat. Right from the time, work on the cement plant began in Kutch in 1994, SILs promoters have focused on developing the social infrastructure in the surrounding area where most villages suffered from chronic ills like limited livelihood options, acute scarcity of water, poor or no healthcare facilities, barren land and no set up for education.

SIL has always believed in transformation of socio-economic conditions of the region it operates in. As per Group tradition, the Company is conscious about the responsibility towards society and has proved itself as a responsible Corporate Citizen.

SIL enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2008 i.e. Social Accountability Certificate for its plant for the last seven years (earlier SA:8000:200I). Social Accounting is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its Corporate Social Responsibility over the last decade for:

* Creating green revolution in the desert Kutch region by cultivating land for growing trees, fruits, vegetables and flowers;

* Providing educational facilities through a CBSE affiliated School;

* Providing hospitals and first aid facilities within few hundred kilometers; and

* Conducting social awareness programmes on various issues.

The Company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility policy enumerating the CSR Activities to be undertaken by the Company, in accordance with the Schedule VII of the Companies Act, 2013 was recommended to the Board and the Board approved and adopted the same. The said policy is also placed on the website of the Company www.sanghicement.com. The requisite details on CSR Activities purusant to Section 135 of the Companies Act, 2013 and rules framed thererunder are annexed as Annexure VI to this report.

The details relating to the Composition of committee and meetings convened of the Committee etc. are furnished in the Corporate Governance Report which is forming the part of this report.

Extract of the Annual Return

Extract of the Annual Return as on 30th June, 2015 in the prescribed form MGT - 9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed to this report as Annexure VII.

Environment and Pollution Control

Ybur plant is certified for Environment Management System ISO: 14001:2004. Stringent internal environmental measures are adopted, adhered to and maintained to run the plant operations in an eco-efficient manner.

Some of these measures include:

* KPD inlet duct modification resulting reduction of 50% KPD waste generation;

* Partially utilizing KPD as a performance improver into the product;

* Enhancing fly ash utilization in blended cement;

* First time successfully completed coal tar trial for utilizing as an alternative fuel in Kiln; and

* Enhancing pond ash utilization as an alternative raw material for Clinker.

Conservation of energy, Technology Absorption and Foreign exchange earnings and Outgo:

Conservation of energy

Energy conservation is driven through the organization, by way of setting division-wise targets and monitoring performance on day-to-day basis for optimizing energy consumption. The MIS Cell & Energy Steering Committee is working on energy accounting and conservation program by handling issues associated with it. SIL strive to implement latest technologies for energy efficiency, alternative resources and minimize adverse impact on environment.

Apart from implementing the measures which were initiated last year, the following new measures have been initiated during the year.

* Installation of SPRS (Slip Power Recovery System) in Coal mills fan to reduce power consumption.

* Installation of Process expert in Kiln, Cooler and Cement Mills for process optimization and overall efficiency enhancement .

* Modification of Raw mill cyclones inlet duct to improve cyclones efficiencies.

* Higher usage of alternative fuel in Kiln.

* Adaptation to best practices and processes of the sector.

* Continuous process optimization and reduction in false air ingress.

Impact of the measures mentioned herein above certainly reduces the energy consumption and consequent reduce the cost of energy in the manufacturing process.

Technology Absorption

Ybur Company adopts value engineering techniques for enhancing productivity and cost effectiveness. All efforts are made to explore the possibility of replacing certain imported parts of machineries with indigenous parts for reducing the cost and level of inventory considering the easy availability on time.

Your Company continues to make conscious efforts to evaluate opportunities for technological innovation, upgradation for improving level of operations resulting into savings in cost and enhanced efficiencies.

Research and Development

The Company is conducting ongoing research on product quality improvement, waste treatment and recycling, energy and water conservation and restoration as well as enhancement of green cover in the vicinity.

Foreign Exchange Earnings and Outgo

The particulars with regard to Foreign Exchange earnings and outgo are set out in Note 32 of Notes on Accounts of Annual Report. International Accreditations

Your company is amongst the very few corporates in India and certainly one of the first cement plants in India to receive the following 5 International accreditation.

* ISO 9001:2008 (Quality Management System Standard)

* ISO 14001:2004 (Environmental Management System Standard)

* OHSAS 18001:2007 (Occupational Health & Safety Management System Standard)

* SA 8000:2008 (Social Accountability System Certificate)

* ISO/ IEC 17025:2005 (NABL accreditation for Chemical and Mechanical Testing)

Recognitions for best practices

In recognition of our outstanding performance in Environment Management, the company has been awarded the " 15th Annual Greentech environment Award 2014" in Gold Category in Cement Sector on 29th January, 2015.

In recognition of initiatives for waste minimization, the Company has been awarded by Federation of Kutch Industries Association (FOKIA) amongst the Environment Conservation & Protection Category for "excellence in Waste Management Initiatives" for 2013, on 3rd August, 2014.

Award conferred to our various mines during celebration of "22nd Mines environment & Mines Conservation Council 2014-15 under the aegis of Indian Bureau of Mines, Udaipur Region are as below:-

Sl. Awards conferred to Jadua Limestone Mines Awarded No.

1. Afforestation / Plantation First Prize

2. Scientific Development of Mineral Deposit First Prize

3. Overall Performance First Prize

4. Protective Measures Taken For Air & Water Pollution Control Second Prize

Awards conferred to Motiber Silica Sand Mines

1. Publicity & Propaganda First Prize

2. Community Development First Prize

3. Protective Measures Taken For Air & Water Pollution Control First Prize

4. Scientific Development of Mineral Deposit First Prize

5. Overall Performance First Prize

Awards conferred to our various mines during celebration of "5th Gujarat Metalliferous Mines Safety Week - 2014" under the aegis of Directorate General of Mines Safety, Ahmedabad Region are as below:-

Sl. Awards conferred to Jadua Limestone Mines Awarded No.

1. Raising by Surface Miner First Prize

2. Haul Road Maintenance & Transportation Second Prize

3. Vocational Training, Improvements & Innovation Second Prize

4. Overall Performance Second Prize

5. Mine Working & Implementation of 10th National Safety Conference Recommendation Third Prize

Awards conferred to Motiber Silica Sand Mines

1. Appointment of Statutory Person & Maintenance of Records First Prize

2. Quarry Working & General Safety First Prize

3. Overall Performance First Prize

4. Publicity, Propaganda & House keeping Third Prize

Industrial Relations

Industrial relations continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

Acknowledgements

Your Directors wish to place on record their sincere appreciation for the excellent assistance and co-operation received from the Governmental authorities, the consortium of banks and financial institutions, customers, vendors and investors for their continued support during the year.

For and on behalf of the Board

place : Mumbai Ravi Sanghi Date : 28th August, 2015 Chairman & Managing Director

Jun 30, 2014

Dear members,

The Directors take pleasure in presenting the 27th Annual Report together with the audited financial statements for the year ended 30th June, 2014.

Financial Results (Rs. in crore)

2013-2014 2012-2013

Gross Revenue 1298.88 1178.42

Net Income 1056.51 1002.06

Profit before Interest, Depreciation and Taxation 205.37 213.01

Interest 14.05 14.90

Operating Profit 191.32 198.11

Depreciation 147.75 145.35

Profit Before Tax (PBT) 43.57 52.76

(Add) / Less : Provision for Tax (6.01) 6.88

Profit After Tax (PAT) 49.58 45.88

Profit carried to Reserves and Surplus 49.58 45.88

Dividend

In order to conserve the resources, your Directors do not recommend any dividend for the year under review.

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia deals adequately with the operations as also current and future outlook of the Company.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, your Directors confirm that :

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(b) the Directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 30th June, 2014 and of the profit of the Company for the year under review;

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

(d) the Directors have prepared the accounts for the period ended 30th June, 2014 on a ''going concern'' basis.

Board of Directors

The Directors - Shri Aditya Sanghi (holding DIN: 00033755) and Shri Alok Sanghi (holding DIN: 00033506) retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

After coming into force of Section 149 and other applicable provisions of the Companies Act, 2013 it is proposed to appoint Mr. Sadashiv Sawrikar, Mr. T M. Jagan Mohan, Mr. D.K.Kambale, Mr. R.K.Pandey and Mr. D.B.N.Rao as Independent Directors for three consecutive years for a term upto the conclusion of the 30th Annual General Meeting in the calender year 2017, details of which are mentioned in the explanatory statement annexed to the notice of the Annual General Meeting.

Your Directors recommend their re-appointment.

Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956.

Corporate Governance

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement executed with the Stock Exchanges. A separate section on the Corporate Governance Practices followed by the Company together with the certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

Committees of Directors

The Board has aligned the existing Committees of the Board with the provisions of the Companies Act, 2013. Accordingly, the Company has renamed its existing Remuneration Committee as ''Nomination and Remuneration Committee'' and has delegated its powers as required under Section 178 of the Companies Act, 2013. Also the existing ''Investors Service Committee'' has been renamed as ''Stakeholders Relationship Committee'' under Section 178 of the Companies Act, 2013.

The scope of the Audit Committee has also been widened so as to bring it in accordance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement.

The Company has also constituted the Corporate Social Responsibility Committee as required under Section 135 of the Companies Act, 2013.

Listing The Company''s securities are listed with the Stock Exchanges at National Stock Exchange and Bombay Stock Exchange. The Company has paid the listing fees for the year 2014-15 to both the Stock Exchanges.

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report and Accounts are being sent to all the shareholders of the Company excluding the said information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at the Registered Office of the Company.

Auditors

M/s. Ankit & Company, Chartered Accountants, Hyderabad and M/s. Haribhakti & Company, Chartered Accountants, Ahmedabad, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has also received confirmation from them to the effect that their appointment, if made by the Company for the year 2014-15, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Board of Directors commend their appointment as Joint Statutory Auditors of the Company.

Cost Audit

The Company has appointed M/s.N. D. Birla & Co., Cost Accountants, Ahmedabad, as cost auditor of the Company for audit of cost accounting records for the financial year ended 30th June, 2014. The Audit report of the cost accounts of the Company for the year ended 30th June, 2014 will be submitted to the Central Government in due course.

Social Responsibilities

Your Company enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2008 i.e. Social Accountability Certificate for its plant for the last seven years (earlier SA:8000:2001). Social Accounting is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its Corporate Social Responsibility over the last decade for:

* Creating green revolution in the desert Kutch region by cultivating land for growing trees, fruits, vegetables and flowers.

* Providing educational facilities through a CBSE affiliated School.

* Providing hospitals and first aid facilities within few hundred kilometers.

* Conducting social awareness programmes on various issues.

Environment and Pollution Control

Your plant is certified for Environment Management System ISO:14001:2004. Stringent internal environmental measures are adopted, adhered to and maintained to run the plant operations in an Eco-efficient manner.

Some of these measures include:

* Kiln Process Dust (KPD) inlet duct modification resulting reduction of 50% KPD waste generation.

* Partially utilizing KPD as a performance improver into the product.

* Enhancing fly ash utilization in blended cement.

* First time in India, successfully completed coal tar trial for utilizing as an alternative fuel in Kiln.

* Enhancing pond ash utilization as an alternative raw material for Clinker.

Conservation of Energy

The MIS Cell and Energy Steering Committee analyses the energy consumption parameters on daily basis with an intention to reduce the high and ever rising cost of energy in the manufacturing process, as well as to reduce its adverse impact on the environment. The Committee constantly updates itself with the new developments in the field of energy including use of alternative resources and its viability for the use in our Plant.

Apart from implementing the measures which were initiated last year, the following new measures have been initiated during the year.

* Kiln inlet seal modification to reduce false air and heat consumption.

* Installation of SPRS (Slip Power Recovery System) in Raw Mill Bag hose fan to reduce power consumption.

* Electronic Control System (ECS) upgradation for process optimization and overall efficiency enhancement.

* Conduct CFD analysis to reduce pressure drop and power consumption.

* Conduct finger print analysis in power plant for process optimization and overall efficiency enhancement.

Impact of the measures mentioned herein above certainly reduces the energy consumption and consequent reduce the cost of energy in the manufacturing process.

Technology Absorption, Adaptation and Innovation

Your Company adopts value engineering techniques for enhancing productivity and cost effectiveness. All efforts are made to explore the possibility of replacing certain imported parts of machineries with indigenous parts for reducing the cost and level of inventory considering an easy availability on time.

Your Company continues to make conscious efforts to evaluate opportunities for technological innovation, upgradation for improving level of operations resulting into savings in cost and enhanced efficiencies.

Research and Development

The Company is conducting ongoing research on product quality improvement, waste treatment and recycling, energy and water conservation and restoration as well as enhancement of green cover in the vicinity.

Benefits derived as a result of the above R & D

* There is consistency in product quality resulting in benefits for the end consumer.

* The Company has achieved noticeable reduction in heat and power consumption in production process by implementing various inhouse solutions. This has resulted in savings of precious natural resources.

* The water conservation has resulted in restoring and enhancing the water table in area.

* The green cover enhancement has resulted in creating organic, sustainable and climatically better adapted variety of trees and fruits.

5 Star International Accreditations

Your Company is amongst the very few corporates in India and certainly one of the first cement plants in India to receive the following 5 International accreditation.

1. ISO 9001:2008 (Quality Management System Standard)

2. ISO 14001:2004 (Environmental Management System Standard)

3. OHSAS 1800:2007 (Occupational Health & Safety Management System Standard)

4. SA 8000:2008 (Social Accountability System Certificate)

5. ISO/ IEC 17025:2005 (NABL accreditation for Chemical and Mechanical Testing)

Recognitions for best practices

The Company has won Gold Award in Cement Sector for outstanding achievement in Environment Management from Greentech Foundation, New Delhi.

It has won various prizes during 21st Mines Environment and Mineral Conservation Week 2013-14, as follows.

Scientific Development of Mineral Deposit 1st Prize

Mineral Conservation (Additive Mines) 1st Prize

Publicity & Propaganda 1st Prize

Overall Performance 1st Prize

Mineral Conservation (Limestone Mines) 2nd Prize

Community Development 2nd Prize

The Company has also won various prizes during the 4th Gujarat Metalliferous Mines Safety Week 2013-14, as follows.

Quality, Working & General Safety (Additive Mines) 1st Prize

Overall Performance (Additive Mines) 1st Prize

Appointment of Statutory Person & Maintenance of Records (Additive Mines) 1st Prize

Publicity, Propaganda & Fire Fighting (Limestone Mines) 1st Prize

Mining Machinery Improvement & Innovation 2nd Prize

Industrial Relations

Industrial relations continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

Acknowledgements

Your Directors wish to place on record their sincere appreciation for the excellent assistance and co-operation received from the Government authorities, the consortium of banks and financial institutions, customers, vendors and investors for their continued support during the year.

For and on behalf of the Board

Place : Mumbai Ravi Sanghi Date : 21st August, 2014 Chairman and Managing Director

Jun 30, 2013

To The Members of Sanghi Industries Limited

The Directors take pleasure in presenting the 26th Annual Report together with the audited financial statements for the year ended 30th June'' 2013.

Financial Results (Rs. in crore)

2012-2013 2011-2012

Gross Revenue 1178.42 1074.61

Net Income 1067.15 984.36

Profit before Interest'' Depreciation and Taxation 213.01 196.14

Interest 14.90 24.89

Operating Profit 198.11 171.25

Depreciation 145.35 98.06

Profit Before Tax (PBT) 52.76 73.19

(Add)/Less : Provision for Tax 6.88 (8.68)

Profit After Tax (PAT) 45.88 81.87

Profit carried to Reserves and Surplus 45.88 81.87

Dividend

In order to conserve the resources'' your Directors do not recommend any dividend for the year under review.

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA)'' which forms part of this Report'' inter-alia deals adequately with the operations as also current and future outlook of the Company.

DirectorsÂ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 217(2AA) of the Companies Act'' 1956 with respect to the DirectorsÂ Responsibility Statement'' your Directors confirm that :

(a) in the preparation of the annual accounts'' the applicable accounting standards had been followed along with proper explanations relating to material departures'' if any;

(b) the Directors had selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 30th June'' 2013 and of the profit of the Company for the year under review;

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

(d) the Directors had prepared the accounts for the period ended 30th June'' 2013 on a ''going concernÂ basis.

Board of Directors

The Directors - Shri Sadashiv Sawrikar'' Shri Tangutoori Malliah Jagan Mohan and Shri Devidas Kashinath Kambale - retire by rotation at the forthcoming Annual General Meeting and being eligible'' offer themselves for re-appointment.

The Board has'' subject to the approval of shareholders in the forthcoming Annual General Meeting'' re-appointed Smt. Bina Engineer'' as Whole-time Director of the Company for a term of three years w.e.f. September 6'' 2013. The Board has fixed her remuneration as per the recommendations of the Remuneration Committee. Your Directors recommend the resolution for the re-appointment and payment of remuneration of Smt. Bina Engineer for your approval.

Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act'' 1956.

Corporate Governance

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement executed with the Stock Exchanges. A separate section on the Corporate Governance Practices followed by the Company together with the certificate from the CompanyÂs Auditors confirming compliance is set out in the Annexure forming part of this report.

Listing

The CompanyÂs securities are listed with the Stock Exchanges at National Stock Exchange and Bombay Stock Exchange. The Company has paid the listing fees for the year 2013-14 to the Stock Exchanges.

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975'' as amended'' the names and other particulars of employees are set out in the Annexure to the DirectorsÂ Report. However'' as per the provisions of Section 219(1)(b)(iv) of the said Act'' the Annual Report and Accounts are being sent to all the shareholders of the Company excluding the said information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at the Registered Office of the Company.

Auditors

M/s. Ankit & Company'' Chartered Accountants'' Hyderabad and M/s. Haribhakti & Company'' Chartered Accountants'' Ahmedabad'' the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has also received confirmation from them to the effect that their appointment'' if made by the Company for the year 2013-14'' would be within the limits prescribed under Section 224(1-B) of the Companies Act'' 1956. Your Board of Directors commend their appointment as Joint Statutory Auditors of the Company.

Cost Audit

The Company has appointed M/s. N D Birla & Co.'' Cost Accountants'' Ahmedabad'' as cost auditor of the Company for audit of cost accounting records for the financial year ended 30th June'' 2013. The Audit report of the cost accounts of the Company for the year ended 30th June'' 2013 will be submitted to the Central Government in due course.

Foreign Exchange Earnings & Outgo

Particulars with regard to Foreign Exchange Earnings and Outgo are set out in Note 33 Para E and F of the Notes on Accounts of Annual Report.

Social Responsibilities

Your Company enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2001 i.e. Social Accountability Certificate for its plant for the last five years. Social Accounting is a process of ongoing monitoring'' evaluation and accountability which helps an organization to measure its performance against social'' environmental and economic objectives and ensures that its working is in accordance with its values.

This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its Corporate Social Responsibility over the last decade for:

- Creating green revolution in the desert Kutch region by cultivating land for growing trees'' fruits'' vegetables and flowers.

- Providing educational facilities through a CBSE affiliated School.

- Providing hospitals and first aid facilities within few hundred kilometers.

- Conducting social awareness programmes on various issues.

Environment and Pollution Control

Your plant is certified for Environment Management System ISO: 14001:2004. Stringent internal environmental measures are adopted'' adhered to and maintained to run the plant operations in an Eco-efficient manner.

Some of these measures include :

- Kiln inlet modification resulting waste generation reduction by 50%.

- Utilization of pond ash as an alternative raw material to substitute Laterite.

- Modification in Raw mill cyclones to enhance dust collection efficiency.

- VVFD Drive installed at ESP fan in cement mills and at kiln feed for dedusting bag filter.

- Rain Water Harvesting on large scale with interconnection of all reservoirs with total pipe length of 3.5 km. to reduce the water cost substantially.

- Installation of RO Plant to improve water quality and reduce use of desalination process.

- Mix of flyash for PPC grinding'' enabling safe disposal of fly ash.

- Plantation of new trees and shrubs to control airborne particles and beautify the premises.

- Adoption of designing processes and cleaner technologies for minimizing the adverse environmental impact.

- Optimizing resource efficiency in plant operations to minimize waste while maximizing treatment of inevitable wastes in an environmentally compatible manner.

- Optimum utilization of resources including mineral'' chemical'' water'' energy and other non-renewable resources.

- Efforts to improve the green cover and for conservation of bio-diversity and natural environment. Multi-purpose trees including mango grafts are planted and nurtured for tackling the natural adversity of the local environment such as scarcity of water'' saline land'' falling short of minerals'' etc.

- Adopting sound emergency preparedness and resources programme.

- Encouraging the recycling of inevitable wastes including from other industrial units.

- Efficient Surface mining at captive mines and use of fly-ash in operations for reducing the environmental impact.

- Collection and treatment of entire sewage generated from various places of the Plant/Colony through Root Zone Technology System (RZTS) for augmenting the supply of water for gardening'' plantation and green belt development within the premises.

- Environmental Audit is being conducted by Det Norske Veritas (DNV) (Authorised Independent Management System Auditors) since the last few years for conforming to and improving the environmental standards adopted at Plant.

- Efforts to reduce the green house effect on environment are continuously made by adopting the Clean Development Mechanism Cell (CDM).

- The Company has developed environment friendly and safe mining practices and has received various awards for its mining practices over the years as follows :

- Noise'' Vibration and Aesthetic Beauty for Limestone Mines.

- Overall Best Performance for all Captive Mines.

- Best Safety Practices in Mines.

Conservation of Energy

The MIS Cell & Energy Steering Committee analyses the energy consumption parameters on daily basis with an intention to reduce the high and ever rising cost of energy in the manufacturing process'' as well as to reduce its adverse impact on the environment. The Committee constantly updates itself with the new developments in the field of energy including use of alternative resources and its viability for the use in our Plant.

Apart from implementing the measures which were initiated last year'' the following new measures have been initiated during the year.

1. Installation of Duo Flex Burner in Kiln to reduce heat consumption.

2. Installation of ABC Inlet in Cooler for better heat recuperation and reduction in specific heat consumption.

3. Installation of SPRS (Slip Power Recovery System) in all HT fans to reduce power consumption.

4. Replacement of old technology VFD by latest technology based VFD in cooler fans to reduce power consumption further.

Impact of the measures mentioned herein above certainly reduces the energy consumption and consequently reduces the cost of energy in the manufacturing process.

Technology Absorption'' Adaptation and Innovation

Your Company adopts value engineering techniques for enhancing productivity and cost effectiveness. All efforts are made to explore the possibility of replacing certain imported parts of machineries with indigenous parts for reducing the cost and level of inventory considering the easy availability on time.

Your Company continues to make conscious efforts to evaluate opportunities for technological innovation'' upgradation for improving level of operations resulting into savings in cost and enhanced efficiencies.

Research and Development

The Company is conducting on-going research on product quality improvement'' waste treatment and recycling'' energy and water conservation and restoration as well as enhancement of green cover in the vicinity.

Benefits derived as a result of the above R & D

Rs.Rs.Rs. There is consistency in product quality resulting in benefits for the end consumer.

Rs.Rs.Rs. The Company has achieved noticeable reduction in heat and power consumption in production process by implementing various in-house solutions. This has resulted in savings of precious natural resources.

Rs.Rs.Rs. The water conservation has resulted in restoring and enhancing the water table in area.

Rs.Rs.Rs. The green cover enhancement has resulted in creating organic'' sustainable and climatically better adapted variety of trees and fruits.

Industrial Relations

Industrial relations continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

Acknowledgements

Your Directors wish to place on record their sincere appreciation for the excellent assistance and co-operation received from the Governmental authorities'' the consortium of banks and financial institutions'' customers'' vendors and investors for their continued support during the year.

For and on behalf of the Board

Place : Mumbai Ravi Sanghi

Date : 27th August'' 2013 Chairman & Managing Director

Jun 30, 2012

To The Members of Sanghi Industries Limited

The Directors take pleasure in presenting the 25th Annual Report together with the audited financial statements for the year ended 30th June, 2012.

Financial Results

(Rs. in crores)

2011-2012 2010-2011 (12 Months) (15 months)

Gross Revenue 1073.99 986.97

Net Income 983.72 908.45

Profit before Interest, Depreciation and Taxation 196.15 158.02

Interest 24.89 97.64

Operating Profit 171.26 60.37

Depreciation and Amortisation 98.06 107.42

Profit/(Loss) Before Tax 73.20 (47.05)

(Add)/Less : Provision for Tax

a) Current Income Tax - -

b) Deferred Tax (net) (8.68) (14.40)

c) MAT Credit Entitlement - (3.10)

Profit / (Loss) After Tax 81.88 (29.55)

Profit carried to Balance Sheet 524.26 442.39

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA), which forms part of this Report, inter-alia deals adequately with the operations as also current and future outlook of the Company.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

(b) the Directors had selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 30th June, 2012 and of the profit of the Company for the year under review;

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

(d) the Directors had prepared the accounts for the period ended 30th June, 2012 on a 'going concern' basis.

Board of Directors

The directors - Smt. Bina Engineer, Shri Gireesh Sanghi and Shri R. K. Pandey - retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, Shri D. B. N. Rao and Shri N. B. Gohil were appointed as Additional Directors of the Company w.e.f. 22nd December, 2011 and hold office up to the date of the ensuing Annual General Meeting. Necessary resolutions have been proposed for their appointment as Directors of the Company.

The Board had, subject to the approval of shareholders in the forthcoming Annual General Meeting, appointed Shri Nirubha Balubha Gohil, as Whole-time Director of the Company for a term of three years effective from December 22, 2011. The Board has fixed and revised his remuneration as per the recommendations of the Remuneration Committee. Your Directors recommend the resolutions for the appointment and payment of remuneration of Shri N. B. Gohil for your approval.

The Board had, subject to the approval of shareholders in the forthcoming Annual General Meeting, re-appointed Shri Aditya Sanghi and Shri Alok Sanghi, as Whole-time Directors of the Company for a term of five years effective from September 6, 2012. The Board has fixed his remuneration as per the recommendations of the Remuneration Committee. Your Directors recommend the resolutions for the appointment and payment of remuneration of Shri Aditya Sanghi and Shri Alok Sanghi for your approval.

The Board had, subject to the approval of shareholders in the forthcoming Annual General Meeting, revised Remuneration of Shri Ravi Sanghi, Chairman and Managing Director and Smt. Bina Enigneer, Whole-time Director for their remaining tenure. The Board has fixed their remuneration as per the recommendations of the Remuneration Committee. Your Directors recommend the resolutions for the revision in remuneration of Shri Ravi Sanghi and Smt. Bina Engineer for your approval.

Deposits

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956. Corporate Governance

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement executed with the Stock Exchanges. A separate section on the Corporate Governance Practices followed by the Company together with the certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

Listing

The Company's securities are listed with the Stock Exchanges at National Stock Exchange and Bombay Stock Exchange. The Company has paid the listing fees for the year 2012-13 to the Stock Exchanges.

Particulars of Employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report and Abridged Accounts are being sent to all the shareholders of the Company excluding the said information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at the Registered Office of the Company.

Auditors

M/s. Ankit & Company, Chartered Accountants, Hyderabad and M/s. Haribhakti & Company, Chartered Accountants, Ahmedabad, the Joint Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has also received confirmation from them to the effect that their appointment, if made by the Company for the year 2012-13, would be within the limits prescribed under Section 224(I-B) of the Companies Act, 1956. Your Board of Directors recommend their appointment as Joint Statutory Auditors of the Company.

Foreign Exchange Earnings and Outgo

Particulars with regard to Foreign Exchange Earnings and Outgo are set out in Note 1, Para II (m) of the Notes on Accounts of Annual Report.

Social Responsibilities

Your Company enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2001 i.e. Social Accountability Certificate for its plant for the last three years. Social Accounting is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its Corporate Social Responsibility over the last decade for

- Creating green revolution in the desert of Kutch region by cultivating land for growing trees, fruits, vegetables and flowers.

- Providing educational facilities through a CBSE affiliated School.

- Providing hospitals and first aid facilities within few hundred kilometers.

- Conducting social awareness programmes on various issues.

Environment and Pollution Control

Your plant is certified for Environment Management System IS0:I400I:2004. Stringent internal environmental measures are adopted, adhered to and maintained to run the plant operations in an eco-efficient manner.

Some of these measures include :

- VVFD Drive installed at ESP fan in cement mills and at kiln feed for dedusting bag filter

- Rain Water Harvesting on large scale with interconnection of all reservoirs with total pipe length of 3.5 km to reduce the water cost substantially

- Installation of RO Plant to improve water quality and reduce use of desalination process

- Mix of flyash for PPC grinding, enabling safe disposal of fly ash

- Plantation of new trees and shrubs to control airborne particles and beautify the premises.

- Adoption of designing processes and cleaner technologies for minimizing the adverse environmental impact.

- Optimizing resource efficiency in plant operations to minimize waste while maximizing treatment of inevitable wastes in an environmentally compatible manner.

- Optimum utilization of resources including mineral, chemical, water, energy and other non-renewable resources.

- Efforts to improve the green cover and for conservation of bio-diversity and natural environment. Multi-purpose trees including mango grafts are planted and nurtured for tackling the natural adversity of the local environment such as scarcity of water, saline land, shortfall of minerals etc.

- Adopting sound emergency preparedness and resources programme.

- Encouraging the recycling of inevitable wastes including from other industrial units.

- Efficient Surface mining at captive mines and use of flyash in operations for reducing the environmental impact.

- Collection and treatment of entire sewage generated from various places of the Plant/Colony through Root Zone Technology System (RZTS) for augmenting the supply of water for gardening, plantation and green belt development within the premises.

- Environmental Audit is being conducted by Det Norske Veritas (DNV) (Authorised Independent Management System Auditors) since the last few years for conforming to and improving the environmental standards adopted at Plant.

- Efforts to reduce the green house effect on environment are continuously made by adopting the Clean Development Mechanism Cell (CDM).

- The Company has developed environment friendly and safe mining practices and has received various awards for its mining practices over the years as follows :

- Noise, Vibration and Aesthetic beauty for Limestone Mines.

- Overall Best Performance for all Captive Mines.

- Best Safety Practices in Mines.

Conservation of Energy

The MIS Cell and Energy Steering Committee analyses the energy consumption parameters on daily basis with an intention to reduce the high and ever rising cost of energy in the manufacturing process, as well as to reduce its adverse impact on the environment. The Committee constantly updates itself with the new developments in the field of energy including use of alternative resources and its viability for the use in our Plant.

Apart from implementing the measures which were initiated last year, the following new measures have been implemented during the year.

1. Interlocks installed in Raw Material handling Belts and Pre-Heater to reduce the consumption of electrical and thermal energy.

2. Power saving drives installed to reduce energy consumption in Clinker and Cement Grinding Units as well as Thermal Power Plant.

3. Installation of new CG - VFD and new APH tubes to reduce auxillary power consumption in Captive Power- Plant.

4. Reconstruction of internal roads to reduce fuel consumption of internal vehicle movement.

5. Installation of Web Based Energy Monitoring System at all facilities.

Technology Absorption, Adaptation and Innovation

Your Company adopts value engineering techniques for enhancing productivity and cost effectiveness. All efforts are made to explore the possibility of replacing certain imported parts of machineries with indigenous parts for reducing the cost and level of inventory considering the easy availability on time.

Your Company continues to make conscious efforts to evaluate opportunities for technological innovation, upgradation for improving level of operations resulting into savings in cost and enhanced efficiencies.

Industrial Relations

Industrial relations continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

Acknowledgements

Your Directors wish to place on record their sincere appreciation for the excellent assistance and co-operation received from the Governmental authorities, the consortium of banks and financial institutions, customers, vendors and investors for their continued support during the year.

For and on behalf of the Board

Place : Mumbai Ravi Sanghi

Date : 28th August, 2012 Chairman & Managing Director

Mar 31, 2010

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Financial Statements for the year ended 31st March, 2010.

Financial Results (Rs. Crore)

2009-2010 2008-2009

Net Income 674.51 828.02

Profit before Interest, Depreciation and Taxes 182.96 220.15

Financial Charges 83.40 77.12

Operating Profit 99.56 143.04

Depreciation and Amortisation 81.28 80.48

Profit/(Loss) before Tax 18.28 62.56 Less Provision for Tax

Current Income tax 3.11 7.09

Fringe benefit tax - 0.31

Deferred Tax (net) (39.66) 2.62

MAT Credit Entitlement (34.20) -

Profit after Tax 89.03 52.54

Profit carried to Balance Sheet 471.93 382.90

Review of the performance for the current year and comparison with the previous year has been given in the Management Discussion and Analysis annexed to the report.

A. CRISIL Research ranked our Company 1st in operational efficiency in the mid size category.

CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, wherein CRISIL has benchmarked the Indian cement companies. CRISIL in its report has ranked our Company as 1st in the midsize players category and 2nd in overall category (all India) for its operational efficiency, stating that Sanghi enjoys one of the highest operating profit per bag due to higher net realization and lower raw material costs.

B. Dividend

It is proposed to retain and plough back the profits. Thus, no dividend payment has been recommended for the current year under review.

C. Board of Directors

Shri Sadashiv Sawrikar and Shri S C Kuchhal, Directors, retire by rotation and being eligible offer themselves for re- appointment.

D. Particulars of Employees

Information about employees as per the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all the shareholders of the Company excluding the above said information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary at the Registered Office of the Company.

E. Foreign Exchange Earnings and Outgo

During the year under review, the Company has earned ? 108.08 crore and used Rs.6.68 crore equivalent in foreign exchange.

F. Social Responsibilities

Your Company is one of the first cement companies in India to be awarded SA 8000:2001 i.e. Social Accountability certification for its plant at Sanghipuram from last year onwards. Social accounting is a process of ongoing monitoring, evaluation and accountability which helps an organisation to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

This certification is a result of the restless efforts put in by the management on fulfilling its Corporate Social responsibility in letter and spirit over the last decade which includes:

1. Providing drinking water to nearby 83 villages.

2. Creating green revolution in the desert-like Kutch region by cultivating the arid land for growing trees, fruits, vegetables and flowers.

3. Providing educational facilities in the form of a CBSE affiliated school.

4. Providing hospitals and first aid facilities within few hundred kilometers.

G. Environment and Pollution Control

The plant is certified for Environment Management System ISO 14001:2004. Stringent internal environmental norms are maintained to run the plant operations in an eco-efficient manner as follows:

- Designing processes which minimize the environmental impact.

- Adoption of cleaner technologies.

- Optimizing resource efficiency in plant operations to minimize waste while maximizing treatment of inevitable waste in an environmentally compatible manner.

- Optimum use of resources including mineral, chemical, water, energy and other non-renewable resources.

- Continually increasing the green cover.

- Conservation of bio-diversity and natural environment.

- Adopting sound Emergency Preparedness and resources programme.

- Encouraging the recycling of inevitable waste.

- Surface mining at our captive mines reducing the environmental impact

- Entire sewage generated from the residential colony, administrative building, guesthouse and other places being collected and treated through Root Zone Technology System (RZTS). The sewage treatment plant helps in augmenting the supply of water for gardening, plantation and green belt development within the premises.

In order to maintain and improve the environmental standards, environmental audit is being conducted by Det Norske Veritas (DNV), (Authorized, Independent Management System Auditors) since the last few years.

The Company is developing a very large green belt where multi-purpose trees including mango grafts are planted and nurtured in face of the natural adversity of the local environment such as scarcity of water, saline land, falling short of minerals etc.

Efforts to reduce the green house effect on environment are continuously being undertaken by the Clean Development Mechanism Cell (CDM).

Over the years, the Company has developed rain water harvesting and already developed five check dams including water conservation at Limestone Mines. The Company has developed environment friendly and safe mining practices and has received the various awards for its mining practices in 2009-10 as follows:-

- Noise, Vibration, and Aesthetic Beauty for Limestone Mines.

- Overall Best Performance for all Captive Mines.

- Best Safety Practices in Mines.

H. Conservation of Energy

The MIS cell and Energy Steering Committee analyses the energy consumption parameters on daily basis. Their aim is to constantly monitor/ review and reduce the high and ever rising cost of energy in the manufacturing process, as well as its adverse impact on the environment. The committee constantly updated itself of the new development in the field of energy including test use of alternative resources and its viability for the use in our plant.

Energy Conservation Measures:

Already Implemented:-

- Installation of third string of pre-heater in pyro process.

- Installation of VFD in all Cooler Fans.

- Replacement of HPSV Lamps with Energy Efficient Metal Halide Lamps

- Arresting false air ingress in kiln, raw mill and coal mill circuit

- Pyro process optimization

- Cement mill optimization

- Voltage optimization

- Installed water spray system in ILC top stage cyclones.

- Star Delta Star starting arrangement done in less running KW LT motors. Under Implementation:-

- Modification of Raw mill cyclone.

- Installations of water spray system in SLC top stage cyclones.

- Installation of VFD drives in process ID fans.

- Power generation through waste heat recovery system.

- Use of alternate fuel in pyro process.

I. Technology Absorption, Adaptation and Innovation

Your Company aims to improve its productivity and cost effectiveness by use of value engineering techniques. The in-house tools department aim to replace certain imported parts of machineries with Indian made parts so as to reduce the cost and make them available in time thereby also reducing the level of inventory.

The Company has successfully implemented its 60 MW captive thermal power plant which is aimed at reducing the overall cost of power by using coal as a source of fuel compared to the furnace oil being used in the DG sets for generation of power.

The Company continues to make conscious efforts to look up for technological innovation and improvement in its operations leading to savings in cost and improvement in efficiencies.

J. Auditors

M/s. Ankit & Company, Chartered Accountants, Hyderabad and M/s Haribhakti & Company, Chartered Accountants, Mumbai, are proposed to be re-appointed as the Joint Statutory Auditors of the Company. The Company has also received certificates from them stating that their re-appointment, if made, would be in accordance with the provisions of Section 224 of the Companies Act, 1956.

K. Corporate Governance

The Company has complied with the Corporate Governance Code as stipulated under the Listing Agreement with the Stock Exchanges. A separate section on the Corporate Governance Practices followed by the Company, together with the certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

The Company has also received confirmations from Board Members and its Senior Management Personnel about compliance with Code of Conduct, as laid down by the Company.

L. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, your Directors hereby confirm that :

(a) in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any.

(b) the Directors have selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to gives a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / (loss) of the Company for the year under review.

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

(d) the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

M. Industrial Relations

The Industrial Relations continued to be cordial throughout the year under review. Your Directors wish to place on record their appreciation for the excellent team work with which the workers and officers of the Company at all levels have contributed individually and collectively to the performance of the Company.

N. Acknowledgements

Your Directors would like to take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Central Government, the State Government(s) and the Consortium of Banks and Financial Institutions.

Your Directors thank the Shareholders, Customers, Suppliers, State and Central Government agencies for the support they had given to the Company and the confidence which they have reposed in its management.

For and on behalf of the Board of Directors

S C KUCHHAL Chairman

Place : New Delhi Date : 13th August, 2010

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article