Sanghi Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 38^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of
the Companies Act, 2013 ("Act”).

The summarised financial highlight is depicted below:

('' in crore)

Particulars	2024-25	2023-24
Revenue from operations	968.70	828.00
Other Income	38.70	5.95
Total Income	1,007.40	833.95
Expenditure other than Depreciation, Finance cost and Foreign Exchange (Gain) / Loss (Net)	901.72	909.16
Depreciation and Amortisation Expenses	218.32	107.03
Foreign Exchange (Gain) / Loss (Net)	-	0.23
Finance Cost	227.79	283.59
Total Expenditure	1,347.83	1,300.01
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax	(340.43)	(466.06)
Share of loss from joint ventures	-	-
Profit before exceptional items and tax	(340.43)	(466.06)
Add/(Less):- Exceptional Items	(121.20)	17.47
Total Tax Expense	(36.74)	0.20
Profit/{loss} for the year	(498.37)	(448.79)
Other Comprehensive income (net of tax)	(0.01)	0.45
Total Comprehensive Income for the year (net of tax)	(498.38)	(448.34)
Attributable to:
Equity holders of the parent	(289.46)	(270.98)
Non-controlling interests	(208.92)	(177.36)

Operations and Performance of the Company

During the year ended March 31, 2025, the total income
was '' 1,007.40 crore against '' 833.95 crore in previous
year. The Company has incurred a net loss of '' 498.37 crore
against the net loss of '' 448.79 crore in previous year.
The Total Comprehensive loss for the year is '' 498.38 crore
against the total comprehensive loss of ''448.34 crore
in previous year.

Credit Rating

Your Company has an external rating as Long term IND
AA/Rating Watch with Positive Implications and short term
IND A1 from India Ratings & Research Private Limited for
proposed bank loan of '' 25 crore. The details of credit rating
during the year are disclosed in the Corporate Governance
Report, which forms part of this Annual Report.

Dividend

In view of losses, your Directors have not recommended
any dividend for the year.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI Listing Regulations is available on your
Company''s website and the link for the same is given in
Annexure - A to this report.

Transfer to Reserves

In view of losses, your Directors have not recommended
any amount for transfer to reserves during the year.

The closing balance of the retained earnings/(loss) of
your Company for FY 2024-25 after all appropriations and
adjustments, was '' (182.77) crore.

Share Capital

During the period under review, your Company has issued
and allotted 220 crore 8% Non-convertible Cumulative
Redeemable Preference Shares (RPS) of face value of '' 10
each aggregating to '' 2,200 crore to Ambuja Cements
Limited and as on date the total paid up capital of your
Company is '' 2,458.33 crore divided into Equity Share
Capital of '' 258.33 crore and Preference Share Capital
of '' 2,200 crore. The Authorised Share Capital of your
Company is also increased as well as reclassified and as
on date the Total Authorised Share Capital is '' 2,550 crore
divided into '' 350 crore as Equity Share Capital and '' 2,200
crore as Preference Share Capital.

Non-Convertible Debentures (NCDs)

As on March 31, 2025 your Company has NIL outstanding
Non-Convertible Debentures.

Minimum Public Shareholding Compliance

In compliance with the requirement of Rule 19(2)(b) and
19(A) of Securities Contracts (Regulation) Rules, 1957
and Regulation 38 of SEBI Listing Regulations read with
Section VI-A of the SEBI Circular No. SEBI/HO/CFD/PoD2/
CIR/P/ 2023/120 dated July 11, 2023 ("Master Circular")
your Company is required to comply with the provisions
of Minimum Public Shareholding (MPS) within period of
12 months from February 7, 2024. As on March 31, 2024
Ambuja Cements Limited was holding 60.44% Equity
Shares of the Company and overall Promoter/Promoter
group holding was 78.52%.

During the year under review, in order to achieve the MPS,
Ambuja Cements Limited and Mr. Ravi Sanghi, Promoter/
Promoter Group have sold 60,92,000 Equity Shares and
30,00,000 Equity Shares respectively aggregating to

90,92,000 Equity Shares (representing 3.52% of the total
issued and paid up Equity Share Capital of the Company).

Accordingly, the shareholding of the Promoters / Promoter
Group in the Company has reduced to 75.00% of the issued
and paid-up Equity Share capital of the Company which is
in compliance with the MPS requirements.

As on March 31, 2025 Ambuja Cements Limited was
holding 58.08% Equity Shares of the Company and overall
Promoter/Promoter group holding was 75%.

Shifting of Registered office from the State
of "Telangana" to "Gujarat"

Your Company has received the Order from the office of
Regional Director, Hyderabad, Telangana ("RD Order") on
December 18, 2024 granting approval of shifting of its
registered office from the State of Telangana to State of
Gujarat and subsequently the Company has filed E form
INC 28 for the RD Order and E form INC 22 for change in
address of Registered Office.

Your Company has received the Certificate from the office
of Registrar of Companies, Gujarat dated January 10,
2025 for shifting of Registered Office to "Adani Corporate
House, Shantigram, Nr. Vaishnodevi Circle, S G Highway,
Khodiyar, Ahmedabad - 382 421" and accordingly
the CIN No. of your Company has been changed to
"CIN: L18209GJ1985PLC157787".

Scheme of Arrangement / Amalgamation

The Board has approved the Scheme of Arrangement
("Scheme") between Sanghi Industries Limited ("Transferor
Company") and Ambuja Cements Limited ("Transferee
Company") and their respective shareholders on
December 17, 2024 in accordance with Sections 230 to
232 and other applicable provisions of the Act read with
the rules framed thereunder w.e.f. appointed date April 1,
2024. The Company has filed applications with the Bombay
Stock Exchange (BSE) and the National Stock Exchange of
India Limited (NSE) to obtain their No Objection Certificate.

Public Deposits

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with rules made
thereunder at the end of FY24 or the previous financial
years. Your Company did not accept any deposit during
the year under review.

Particulars of Loans, Guarantees or Investments

Your Company has not made any loans or provided
any guarantee or has made any investments falling
under purview of Section 186 of the Act during the
year under review.

Subsidiaries, Joint Ventures and Associate
Companies

There are no subsidiaries, Joint Venture and Associate
company of your Company.

Directors and Key Managerial Personnel

As of March 31,2025, your Company''s Board had six members
comprising of one Executive Director, two Non-Executive &
Non-Independent Directors and three Independent Directors
including one Woman Independent Director. The details of
Board and Committee composition, tenure of directors, and
other details are available in the Corporate Governance
Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations,
the Board has identified core skills, expertise, and
competencies of the Directors in the context of your
Company''s business for effective functioning. The key
skills, expertise and core competencies of your Board
of Directors are detailed in the Governance - Board of
Directors - ESG Overview Section, which forms part of
this Annual Report.

Appointment/ Cessation/ Change in Designation
of Directors

During the year under review, there were no changes in the
board of directors of your Company.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder and Articles of Association
of your Company, Mr. Vinod Bahety (DIN: 09192400) is liable
to retire by rotation at the ensuing Annual General Meeting
(AGM) and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of
Mr. Vinod Bahety as Director for your approval.
Brief details as required under Secretarial Standard-2 and
Regulation 36 of SEBI Listing Regulations, are provided in
the Notice of AGM.

Declaration from Independent Directors

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations and there has been no change
in the circumstances which may affect their status as an
Independent Director. The Independent Directors have
also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, with respect to their name appearing
in the data bank of Independent Directors maintained by
the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the year under review the following changes took
place in the Key Managerial Personnel:

¦ Mr. Manish Mistry resigned as a Company Secretary
and Compliance Officer w.e.f. closure of business hours
on March 31, 2024.

¦ Mr. Anil Agrawal was appointed as a Company
Secretary and Compliance Officer of the Company
w.e.f. April 1, 2024.

As on March 31, 2025, the following are Key Managerial
Personnel ("KMPs”) of your Company as per Sections 2(51)
and 203 of the Act:

¦ Mr. Sukuru Ramarao, Whole Time Director and Chief
Executive Officer

¦ Mr. Sanjay Kumar Khajanchi, Chief Financial Officer

¦ Mr. Anil Agrawal, Company Secretary

As on date of this report, following changes took place:

¦ In view of the ongoing talent development initiative
across Adani Group, Mr. Anil Agrawal will be assuming
another role within the Group effective from
1^st June 2025. In view of the same, he will relinquish his
position as Company Secretary and Compliance Officer
(Key Managerial Personnel) of the Company effective
from closure of business hours on May 31, 2025.

¦ Ms. Pranjali Dubey will assume the role of Company
Secretary and Compliance Officer (Key Managerial
Personnel) of the Company effective from June 1, 2025.

Committees of Board

As required under the Act and the SEBI Listing
Regulations, your Company has constituted following
Statutory Committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Details of all the committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Annual Report.

Number of meetings of the Board

The Board met 8 (Eight) times during the year under
review. The intervening gap between the meetings did not
exceed 120 days, as prescribed under the Act and SEBI

Listing Regulations. The details of board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on December 17, 2024
to consider and approve the Scheme of Arrangement/
Amalgamation between Sanghi Industries Limited
("Transferor Company") and Ambuja Cements Limited
("Transferee Company") and their respective shareholders.
The Independent Directors also met on March 27, 2025,
without the attendance of Non-Independent Directors and
members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole along with the
performance of the Chairman of your Company, taking into
account the views of Executive Director and Non-Executive
Directors and assessed the quality, quantity and timeliness
of flow of information between the management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties. The Independent
Directors were satisfied with the overall performance of
the Board as a whole.

Board Evaluation

Your Company engaged an independent external agency
"Talentonic HR Solutions Private Limited” ("Talentonic”) to
facilitate the evaluation and effectiveness process of the
Board, its committees and individual Directors for FY25.

A detailed Board effectiveness assessment questionnaire
was developed by Telentonic based on the criteria and
framework adopted by the Board. Virtual meetings were
organidsed with the Directors and discussions were held
on five key themes i.e. Fiduciary Role of the Board, Board
involvement in strategy, quality of Board discussions, Board
leadership and organisation health and talent and Board
Structure & Capability.

The results of the evaluation showed high level of
commitment and engagement of Board, its various
committees and senior leadership. The recommendations
arising from the evaluation process were discussed at
the Independent Directors'' meeting, Nomination and
Remuneration Committee meeting and Board meeting held
on March 27, 2025. The suggestions were considered by
the Board to optimise the effectiveness and functioning of
the Board and its committees.

Board Familiarisation and Training Programme

Your Board is regularly updated on changes in statutory
provisions, as applicable to your Company. Your Board is
also updated on the operations, key trends and risk universe
applicable to your Company''s business. These updates help

the Directors in keeping abreast of key changes and its
impact on your Company. An annual strategy retreat is
conducted by your Company where your Board provides its
inputs on the business strategy and long- term sustainable
growth for your Company. Additionally, your Directors
also participate in various programmes / meetings where
subject matter experts apprise your Directors on key global
trends. The details of such programmes are provided in
the Corporate Governance Report, which forms part of
this Annual Report.

Policy on Directors'' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors'' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company. The link
of the same is available in Annexure - A of this report.

The Remuneration Policy for selection of Directors
and determining Directors'' independence sets out
the guiding principles for the NRC for identifying the
persons who are qualified to become the Directors.
Your Company''s Remuneration Policy is directed towards
rewarding performance based on review of achievements.
The Remuneration Policy is in consonance with existing
industry practice.

We affirm that the remuneration paid to your Directors is
as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises and embraces the importance
of a diverse board in its success. Your Board has adopted
the Board Diversity Policy which sets out the approach to
the diversity of the Board of Directors. The said Policy is
available on your Company''s website and link for the same
is given in Annexure - A of this report.

Succession Plan

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management.
The Nomination and Remuneration Committee implements
this mechanism in concurrence with your Board.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of your
Company, confirm that:

a) in the preparation of the Annual Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

b) they have selected such accounting policies and
applied them consistently and judgements and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your
Company at the end of the financial year and of the
loss of the Company for that period;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared
on a going concern basis;

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

f) proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Internal financial control system and their
adequacy

The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

Risk Management

Your Company has a structured Risk Management
Framework, designed to identify, assess and mitigate risks
appropriately. Your Board has formed a Risk Management
Committee (RMC) to frame, implement and monitor the
risk management plan for your Company. The RMC is
responsible for reviewing the risk management plan and
ensuring its effectiveness. The Audit Committee has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses are
systematically addressed through mitigation actions on a
continual basis. Further details on the Risk Management
activities, including the implementation of risk management
policy, key risks identified and their mitigations are covered
in Management Discussion and Analysis Section, which
forms part of this Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted

an online compliance management system within the
organisation to monitor compliances and provide update
to the senior management on a periodic basis. The Audit
Committee periodically monitor the status of compliances
with applicable laws.

Board Policies

The link of various policies approved and adopted by
the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report. The link of the CSR policy is provided
in Annexure - A to this report. The Annual Report on
CSR activities is annexed and forms part of this report
as Annexure - B.

Due to losses during previous FY 2023-24 and the average
net profits of preceding three financial years being negative,
your Company was not mandatorily required to spend any
amount towards CSR Expenditure. However, as a good
corporate governance practice, Adani Foundation, the CSR
arm of Adani Group, has voluntarily carried out CSR Activities
and spent '' 100.20 lakhs towards CSR Expenses during
FY 2024-25. Since the expenditure is incurred by Adani
Foundation, this is not accounted for as CSR Expenditure
in the books of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
Regulations, is presented in a Section forming part of
this Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards
of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Annual Report along
with the required certificate from Statutory Auditors,
regarding compliance of the conditions of corporate
governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for all
Board members and senior management personnel of
your Company ("Code of Conduct”), who have affirmed the
compliance thereto. The Code of Conduct is available on
the website of your Company and the link for the same is
given in Annexure - A to the report.

Business Responsibility & Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR
for the FY 2024-25, describing the initiatives taken by your
Company from an environment, social and governance
(ESG) perspective, forms part of this Annual Report.
In addition to BRSR, the Annual Report of your Company
provides an insight on various ESG initiatives adopted by
your Company. The BRSR data is independently assured by
an Independent assurance provider agency i.e. TUV India
Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance
with Section 92(3) of the Act is made available on the
website and the link of the same is given in Annexure - A
of this report.

Transactions with Related Parties

All transactions with related parties are placed before the
Audit Committee for its approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm''s length basis and in
the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and your Company''s Policy on
Related Party Transactions.

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into
any transactions with related parties which could be
considered material in terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act, in Form AOC 2,
is not applicable.

During the year, the materially significant Related Party
Transactions pursuant to the provisions of SEBI Listing
Regulations had been duly approved by the shareholders
of the Company through Postal Ballot on June 2, 2024
and March 30, 2025. Your Company did not enter into any
related party transactions during the year under review,
which could be prejudicial to the interest of minority
shareholders. The Policy on Related Party Transactions is
available on your Company''s website and can be accessed
using the link as given in Annexure - A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations, your Company has filed half yearly
reports to the stock exchanges, for the related party
transactions from time to time as applicable.

Statutory Auditors & Auditors* Report

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. S. K. Mehta & Co., Chartered
Accountants (Firm Registration Number: 000478N) Delhi,
were appointed as the Statutory Auditors of your Company
for the consecutive term of five years to hold office till
the conclusion of 40^th AGM of your Company to be held in
the year 2027. The Statutory Auditors have confirmed that
they are not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors
of your Company.

Subsequently, in order to align with the process of
appointment of Statutory Auditors within the Cement
Vertical of Adani Portfolio of companies, wherein audit
of all listed companies within the cement vertical is to
be conducted by Statutory Auditors of Holding Company
(Ambuja Cements Limited), the existing Statutory
Auditors of Company i.e. M/s. S. K. Mehta & Co., Chartered
Accountants (Firm Registration Number: 000478N) Delhi
tendered their resignation vide their letter dated July 16,
2024 to be made effective from closing of business hours
on July 29, 2024.

Pursuant to Section 139 of the Act read with rules made
thereunder, as amended, M/s. S R B C & Co. LLP, Mumbai,
Chartered Accountants (Firm Registration Number:
324982E/E300003), were appointed as the Statutory
Auditors of your Company to fill the casual vacancy caused
due to resignation of the existing Statutory Auditors S K
Mehta & Co., Chartered Accountants (FRN: 000478N) and
they shall hold office until the conclusion of the ensuing
38^th AGM of your Company to be held in the calendar
year 2025. The Statutory Auditors have confirmed that
they are not disqualified to act as Statutory Auditors
and are eligible to hold office as Statutory Auditors of
your Company. The Auditor''s Report is enclosed with the
financial statements forming part of this Annual Report.

As on March 31, 2025, M/s. S R B C & Co. LLP, Mumbai,
Chartered Accountants (Firm Registration Number:
324982E/E300003) are the Statutory Auditors
of your Company.

Your Company has received confirmation from the Auditors
to the effect that their appointment, if made, will be in
accordance with the limits specified under the Act and
the firm satisfies the criteria specified in Section 141 of the
Act read with the rules farmed thereunder. Accordingly, a

resolution seeking members'' approval for their appointment
as Statutory Auditors of your Company for a period of five
consecutive years from the conclusion of this 38^th AGM till
the conclusion of 43^rd AGM to be held in the financial year
2030 is included in the Notice convening the ensuing 38^th
AGM of your Company. The Board recommends passing of
the proposed resolution.

Statutory Auditor have expressed their unmodified opinion
on the Financial Statements and their reports do not
contain any qualifications, reservations, adverse remarks,
or disclaimers. The Notes to the financial statements
referred in the Auditors'' Report are self-explanatory.

Representative from S K Mehta & Co., Chartered
Accountants, the previous Statutory Auditors of your
Company attended the previous AGM of your Company
held on June 26, 2024.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board re-appointed
M/s. Parikh Dave & Associates, Practicing Company
Secretary, to undertake the Secretarial Audit of your
Company for FY25. The Secretarial Audit Report for the
year under review is provided as Annexure - C of this report.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought at the ensuing AGM, M/s. Parikh Dave & Associates,
Practicing Company Secretary (C. P. No. 2413; Peer
reviewed certificate no. 6576/2025) has been appointed as
a Secretarial Auditors to undertake the Secretarial Audit of
your Company for the first term of five (5) consecutive years
from FY 2025-26 till FY 2029-30. Secretarial Auditors have
confirmed that they are not disqualified to be appointed
as a Secretarial Auditor and are eligible to hold office as
Secretarial Auditor of your Company.

Secretarial Standards

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India (as amended).

Cost Records and Cost Auditors

During the year under review, in accordance with Section
148(1) of the Act, your Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject
to audit by M/s. N D Birla & Co., Cost Auditors (Firm
Registration Number: 000028) to conduct the cost audit of
your Company for the financial year ending March 31, 2025.

Your Board has re-appointed M/s. N D Birla & Co, Cost
Accountants (Firm Registration Number: 000028) as
Cost Auditors of your Company for conducting cost audit
for the FY 2025-26. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the
Cost Auditors for FY 2025-26 is provided in the Notice of
the ensuing AGM.

The Cost accounts and records as required to be
maintained under Section 148 (1) of the Act are duly made
and maintained by your Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company''s officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 256 employees as on March 31, 2025.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel (KMP) to the median of employees'' remuneration
are provided in Annexure - D of this report.

The statement containing particulars of employees, as
required under Section 197 of the Act, read with rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. However, in terms of
Section 136 of the Act, the Annual Report is being sent
to the shareholders and others entitled thereto, excluding
the said annexure, which is available for inspection by the
shareholders at the Registered Office of your Company
during business hours on working days of your Company.
If any shareholder is interested in obtaining a copy thereof,
such shareholder may write to the Company Secretary
in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment (POSH) Policy and
has constituted Internal Complaints Committees (ICs), at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,
presided by senior women, conduct the investigations and

make decisions at the respective locations. Your Company
has zero tolerance on sexual harassment at the workplace.
The ICs also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
a mandatory training/ certification on POSH to sensitise
themselves and strengthen their awareness.

During the year under review, your Company has not
received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal
orientation on POSH policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for directors
and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate
reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguard against victimisation of whistle
blowers who avail of the mechanism and also provides for
direct access to the Chairperson of the Audit Committee
in exceptional cases.

No person has been denied access to the Chairperson of
the Audit Committee. The said policy is uploaded on the
website of your Company and the link of the same is given
in Annexure - A to this report.

During the year under review, your Company has not
received any complaint under the vigil mechanism.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with rule
8 of the Companies (Accounts) Rules, 2014, as amended is
provided as Annexure - E of this report.

Environment and Pollution Control

The Company has established centralized Environmental
Management Cell (EMC) 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 been
certified with ISO:14001 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 also explored possibility to
upgrade existing pollution control equipment''s on the
ground of present technology advancement and implement
accordingly. The Company has concreting of internal
roads, truck parking area and plant floors and carried out
massive plantation in the entire complex. The Company
has provided Clinker storage and state of the art loading
system. The mining activities are being carried out by
eco-friendly surface miner. The Company is committed
for CO2 emissions abatement and implemented series of
project for the same.

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

¦ Enhancement in alternative fuel & raw material in
manufacturing process.

¦ Real time monitoring of emission data through online
continuous emission monitoring system.

¦ Enhancement of composite cement mix to enhance fly
ash utilisation.

¦ Regular carbon footprint analysis for green-house gas
emission reduction.

¦ Massive plantation in the plant & colonies.

¦ Internal Water audit has been carried out for
optimisation of water consumption in all the units &
increased the efficiency of cooling tower.

¦ Internal Energy audit has been carried out for the
optimisation of plant process, energy conservation &
enhancing the efficiency of compressors, blowers etc.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company''s technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data.

During the year under review, your Company did not
face any incidents or breaches or loss of data breach in
Cyber Security.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code”)
to regulate, monitor and report trading in your Company''s
shares by Company''s designated persons and their
immediate relatives as per the requirements under the

Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/ dealing in Company''s shares and
sharing Unpublished Price Sensitive Information ("UPSI”).
The Code covers Company''s obligation to maintain a digital
database, mechanism for prevention of insider trading
and handling of UPSI, and the process to familiarise with
the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of unpublished
price sensitive information which has been made available
on your Company''s website and link for the same is given
in Annexure - A of this report.

The employees are required to undergo a mandatory
training/ certification on this Code to sensitise themselves
and strengthen their awareness.

General Disclosures

Neither the Chairman nor the CEO of your Company
received any remuneration or commission from any of the
subsidiary of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (including sweat
equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and your Company''s
operation in future.

4. No application was made and no proceeding
was pending under the Insolvency and
Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the
Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors'' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance,
support and assistance received from the Government of
India, Governments of various states in India, concerned
Government Departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their faith,
trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to ensure
that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Ajay Kapur

Place: Ahmedabad Chairman

Date: April 28, 2025

DIN: 03096416

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Mar 31, 2024

The Directors are pleased to present the 37^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarised financial highlight is depicted below:

(Rs. In Crore)
Particulars	Standalone
	2023-24	2022-23
Revenue from operations	821.35	928.36
Other Income	12.60	19.45
Total Income	833.95	947.81
Expenditure other than Depreciation, Finance cost and Foreign Exchange (Gain) / Loss (Net)	909.16	941.39
Depreciation and Amortisation Expenses	107.03	93.38
Foreign Exchange (Gain) / Loss (Net)	0.23	0.57
Finance Cost	283.59	238.17
Total Expenditure	1,300.01	1,273.51
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax	(466.06)	(325.70)
Share of loss from joint ventures	-	-
Profit before exceptional items and tax	(466.06)	(325.70)
Add/(Less):- Exceptional Items	17.47	-
Total Tax Expense	0.20	-
Profit/loss for the year	(448.79)	(325.70)
Other Comprehensive income (net of tax)	0.45	0.60
Total Comprehensive Income for the year (net of tax)	(448.34)	(325.10)
Attributable to:
Equity holders of the parent	(270.98)	-
Non-controlling interests	(177.36)	-

Operations and Performance of the Company

During the year ended March 31, 2024, the total income was I 833.95 crore against I 947.81 crore in the previous year. The Company has incurred a net loss of I 448.79 crore against the net loss of I 325.70 crore in previous year. The Total Comprehensive loss for the year is I 448.34 crore against the total comprehensive loss of I 325.10 crore in previous year.

Credit Rating

The Company has repaid all its secured debts including non convertible debentures during the year under review and therefore there is no credit rating for the Company as on March 31, 2024. After the completion of the financial year ended March 31, 2024, India Ratings and Research has assigned IND AA / Stable / IND A1 rating. The details of credit rating during the year are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

Dividend

In view of losses, your Directors have not recommended any dividend for the year.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company''s website and the link for the same is given in Annexure - A to the report.

Transfer to Reserves

In view of losses, your Directors have not recommended any amount for transfer to reserves during the year.

The closing balance of the retained earnings of your Company for FY24, after all appropriations and adjustments, was I 315.61 crore.

Share Capital

During the year under review, there was no change in the authorised and paid-up share capital of the Company. The Authorised Share Capital of the Company is I 550 crores divided into Equity Share Capital of I 350 crore and the Preference Share Capital of I 200 crore and paid-up equity share capital is I 258.33 crore.

Non-Convertible Debentures (NCDs)

During the year under review, the Company has made full repayment of principal amount alongwith redemption premium of its 3050 Listed, Rated, Secured, Non Convertible Debentures (Listed NCDs) of face value of I 10,00,000/- and 5000 Secured, Un Rated, Un Listed, Redeemable, Non Convertible Debentures (Unlisted NCDs) of face value of I 10,00,000/-

As on 31.03.2024 the Company has NIL outstanding Non Convertible Debentures.

Change in Management \ Control

Pursuant to the Share Purchase Agreement dated August 03, 2023 ("SPA”), amongst (a) the Company (b) certain members of the erstwhile promoter/promoter group of the Company vis. Mr. Ravi Sanghi, Ms. Anita Sanghi, Ms. Ekta Gupta, Mr. Aditya Sanghi, Mr. Alok Sanghi, Sanghi Polymers Private Limited, Samruddhi Investors Services Private Limited, Flarezeal Solutions LLP and Thinkfar Tradelink Private Limited (collectively referred

to as "Sellers”) and (c) Ambuja Cements Limited ("ACL”) (Acquirer), 54.51% Equity Shares were transferred from the Sellers to Acquirer on December 6, 2023.

Subsequent to above, the management and control of Sanghi Industries Limited is with Ambuja Cements Limited, a flagship Cement Company of Adani Group.

Open offer details

Pursuant to acquisition of 14,08,21,941 Equity Shares (54.51%) of Sanghi Industries Limited (Company) by Ambuja Cements Limited (Acquirer), the acquirer made an open offer to acquire upto 6,71,64,760 shares at price of I 121.90/- constituting 26% of total voting share capital, to the shareholders of the Company. The said open offer remained opened from January 15, 2024 to January 30, 2024.

Total 2,04,81,161 shares constituting 30.49% of open offer issue and 7.93% of total voting share capital of the Company were tendered by the shareholders in the open offer.

The Settlement for open offer was completed on February 7, 2024 and all subscribing shareholders were duly paid against the shares tendered by them in open offer. Accordingly, as on February 7, 2024, acquirer holds 62.44% Equity Shares of the Company and the overall promoter group shareholding increased upto 80.52%.

Minimum Public Shareholding Compliance

In compliance with the requirement of Rule 19(2)(b) and 19(A) of Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Section VI-A of the SEBI Circular No. SEBI/HO/CFD/PoD2/ CIR/P/ 2023/120 dated July 11, 2023 ("Master Circular”) the Company is required to comply with the provisions of Minimum Public Shareholding (MPS) within period of 12 months. In order to achieve the MPS, Ambuja Cements Limited, the Promoter Company has sold 51,66,000 Equity shares (2%) in Open market. Therefore Ambuja Cements Limited is now holding 60.44% Equity Shares of the Company and overall Promoter/promoter group holding came down to 78.52%.

The Company assures to achieve MPS within the prescribed time limit i.e. on or before February 7, 2025.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

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 year under review.

Subsidiaries, Joint Ventures and Associate Companies

There are no subsidiaries, Joint Venture and Associate company of the Company.

Directors and Key Managerial Personnel

As of March 31, 2024, your Company''s Board had six members comprising of one Executive Director, two Non-Executive & Non-Independent Directors and three Independent Directors including one Woman Independent Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, following changes took place in the Directorships:

Appointment:

¦ Mr. Ajay Kapur, (DIN: 03096416), Chairman & Non-Executive, Non-Independent Director was appointed as an Additional Director of your Company w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

¦ Mr. Vinod Bahety (DIN: 09192400) was appointed as an Additional Director (Non-Executive and NonIndependent Director) w.e.f. December 7, 2023 and

was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

¦ Mr. Sukuru Ramarao (DIN: 08846591) was appointed as Whole - Time Director & Chief Executive Officer w.e.f. December 7, 2023. His appointment was approved by the shareholders by passing a resolution in the Extra Ordinary General Meeting held on February 8, 2024.

¦ Mr. Ravi Kapoor (DIN: 00003847), Independent

Director was appointed as an Additional Director w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

¦ Ms. Shruti Shah (DIN: 08337714), Independent

Director was appointed as an Additional Director w.e.f. December 7, 2023 and was regularised as a Director at Extra-ordinary General Meeting held on February 8, 2024.

Cessation:

¦ Mr. Ravi Sanghi, (DIN: 00033594), resigned as

a Chairman and Director of the Company w.e.f. December 7, 2023.

¦ Mr. Aditya Sanghi (DIN: 00033755) resigned as

Director of the Company w.e.f. December 7, 2023.

¦ Mr. Alok Sanghi (DIN: 00033506) resigned as Director of the Company w.e.f. December 7, 2023.

¦ Mrs. Bina Mahesh Engineer (DIN: 01653392) resigned as Director of the Company w.e.f. December 7, 2023.

¦ Mr. Nirubha Balubha Gohil (DIN: 05149953) resigned as Director of the Company w.e.f. December 7, 2023.

¦ Mr. Sundaram Balasubramaniam (DIN: 02849971) resigned as Director of the Company w.e.f. December 7, 2023.

¦ Mr. Raina Dilip Desai (DIN: 05113035) resigned as Director of the Company w.e.f. December 7, 2023.

¦ Mr. Arvind Motilal Agarwal (DIN: 00122921) resigned as Director of the Company w.e.f. December 7, 2023.

¦ Mr. Gurudeo M. Yadwadkar (DIN: 01432796) resigned as Director of the Company w.e.f. December 7, 2023.

The Board places on record the deep appreciation for valuable services and guidance provided by respective Directors, during their tenure of Directorship.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles

of Association of your Company, Mr. Ajay Kapur (DIN: 03096416) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Ajay Kapur as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

During the year under review the following changes took place in the Key Managerial Personnel:

¦ Mr. Sukuru Ramarao was appointed as Whole Time Director & Chief Executive Officer w.e.f. December 7, 2023

¦ Mr. Sanjay Kumar Khajanchi was appointed as Chief Financial Officer w.e.f. December 7, 2023.

¦ Mr. Manish Mistry was appointed as a Company Secretary and Compliance Officer w.e.f. December 8, 2023

¦ Mr. Ravi Sanghi resigned as a Chairman and Managing Director of the Company w.e.f December 7, 2023

¦ Mrs. Bina Engineer resigned as a Chief Financial Officer of the Company w.e.f. December 7, 2023

¦ Mr. Anil Agrawal resigned as a Company Secretary and Compliance Officer of the Company w.e.f. closure of business hours on December 7, 2023

As on March 31, 2024, the following are Key Managerial Personnel ("KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

¦ Mr. Sukuru Ramarao, Whole Time Director and Chief Executive Officer

¦ Mr. Sanjay Kumar Khajanchi, Chief Financial Officer

¦ Mr. Manish Mistry, Company Secretary

Subsequently, following changes took place in the Key Managerial Personnel:

¦ Mr. Manish Mistry resigned as a Company Secretary and Compliance Officer w.e.f. closure of business hours on March 31, 2024.

¦ Mr. Anil Agrawal appointed as a Company Secretary and Compliance Officer of the Company w.e.f. April 1, 2024.

As on date of this report, the following are Key Managerial Personnel ("KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

¦ Mr. Sukuru Ramarao, Whole Time Director and Chief Executive Officer

¦ Mr. Sanjay Kumar Khajanchi, Chief Financial Officer

¦ Mr. Anil Agrawal, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. As on March 31, 2024, the Board has constituted the following statutory committees.

Statutory Committees:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 11 (Eleven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on March 26, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along

with the performance of the Chairman of your Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors were satisfied with the overall performance of the Board as a whole.

Board Evaluation

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Board as a whole, committees, chairperson and individual directors. As a step towards better governance practice, for the financial year ended March 31, 2024, the Company has engaged an independent external agency "Talentonic HR Solutions Private Limited” ("Talentonic”) for facilitating Board evaluation. The evaluation process focused on Board dynamics and softer aspects and involved independent discussions with all Board members. A detailed Board effectiveness assessment questionnaire was developed based on the criteria and framework adopted by the Board. The CEO of Talentonic has conducted one-to-one virtual meetings with all the board members on five key themes i.e., Fiduciary Role of the Board, Board involvement in strategy, quality of Board discussions, Board leadership and organisation health and talent and Board Structure & Capability. The outcomes of the evaluation process were presented to the Independent Director Meeting, Nomination & Remuneration Committee and the Board and further actions were agreed upon.

The results of the evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting, NRC meeting and Board meeting held on March 26, 2024. The suggestions were considered by the Board to optimise the effectiveness and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Company''s business. These updates help the Directors in keeping abreast of key changes and its impact on the Company. An annual strategy retreat is conducted by the Company where the Board provides its inputs on the business strategy and long-

term sustainable growth for the Company. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

Policy on Directors* appointment and remuneration

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) which is available on the website of your Company. The link of the same is available in Annexure - A.

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

The Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure - A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors* Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

Board Policies

The link of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The link of the CSR policy is provided in Annexure - A to this report. The Annual Report on CSR activities is annexed and forms part of this report as Annexure - B.

Due to losses during previous FY 2022-23 and the average net profits of preceding three financial years being negative, the Company was not mandatorily required to spend any amount towards CSR Expenditure. However the Company has voluntarily spent I 3.39 lakhs towards CSR Expenses during FY 2023-24.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from Statutory Auditors, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure - A to the report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of the Company provides an insight on various ESG initiatives adopted by the Company. The BRSR data is independently assured by an Independent assurance provider agency i.e. Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website and the link of the same is given in Annexure - A of this report.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of the Company at their Extra-ordinary General Meeting of the Company held on February 8, 2024.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link as given in Annexure - A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions from time to time as applicable.

Statutory Auditors & Auditors* Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/ s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number: 101720W/W100355), Mumbai and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N) Delhi, were appointed as the Joint

Statutory Auditors of the Company for the consecutive term of five years to hold office till the conclusion of 40^th Annual General Meeting of your Company to be held in the year 2027. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Subsequently, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number: 101720W/ W100355), Mumbai, one of the Joint Statutory Auditors of the Company had resigned w.e.f. December 5, 2023 since on account of changes in management and control of the Company during the year, their eligibility criteria was impacted and therefore, they tendered their resignation.

As on March 31, 2024, M/s S K Mehta & Co. is the sole Statutory Auditor of the Company.

Statutory Auditor have expressed their unmodified opinion on the Standalone Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

Representatives of both the Joint Statutory Auditors of your Company attended the previous AGM of your Company held on September 14, 2023.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Parikh Dave & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure - C of this report.

Secretarial Audit of Material Unlisted Indian Subsidiary

The Company is not having any subsidiary and therefore the Company is not required to undertake the Secretarial Audit of Material Unlisted Indian Subsidiary.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central

Government. Such cost accounts and records are subject to audit by M/s. N D Birla & Co., Cost Auditors of the Company for FY 24.

The Board has re-appointed M/s N D Birla & Co, Cost Accountants (Firm Registration Number: 000028) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 686 permanent employees and workers as of March 31, 2024.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure - D of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal

Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitise themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguard against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company and the link of the same is given in Annexure - A to this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure - E of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various

layers starting from end user machines to network, application and the data.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website and link for the same is given in Annexure - A of this report.

The employees are required to undergo a mandatory training/ certification on this Code to sensitise themselves and strengthen their awareness.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the

going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors'' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

---

Mar 31, 2023

The Directors present herewith the 36th Annual Report together with the audited financial statements for the year ended 31st March, 2023.

Financial Performance:		(Rs. in Crore)
Particulars	2022-23	2021-22
Total Income	947.81	1140.52
Profit before Interest, Depreciation and Taxation	5.85	202.88
Interest	238.17	81.96
Operating Profit	(232.32)	120.92
Depreciation	93.38	64.17
Profit Before Tax (PBT)	(325.70)	56.75
Current tax adjustments for earlier years	0.00	1.53
Deferred Tax (including Derecognition of earlier years MAT credit)	0.00	14.60
Profit After Tax (PAT)	(325.70)	40.62
Other Comprehensive Income
Items that will not be reclassified to profit or loss	0.60	(0.18)
Income tax related to items that will not be reclassified to profit or loss	0.00	0.05
Total Comprehensive Income	(325.10)	40.49

Dividend

In view of losses, your Directors do not recommend any dividend for the year under review.

Dividend Distribution Policy

Securities and Exchange Board of India (''SEBI'') vide its notification dated 5th May, 2021, amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, making changes in Regulation 43A which requires the top 1000 listed companies (based on the market capitalization calculated as on 31st March of every year) to formulate a Dividend Distribution Policy and disclose the same on their websites and a web-link to be provided in the Annual Reports of the Company.

The Company falls under the list of top 1000 listed companies as per the market capitalization as on 31st March, 2023, the company has already formulated the Dividend Distribution Policy which is in due compliance of the requirements of amended Regulation 43A and it is uploaded on the Company''s website at https://www.sanghicement.com/policies/

Operations and Performance of the Company

During the year ended 31st March, 2023, the total revenue was Rs. 947.81Crores against Rs. 1140.52 Crores in the previous year. The Company has incurred a loss of Rs. 325.70 Crores against the Profit of Rs. 56.75 Crores in previous year. The Company incurred a net loss of Rs. 325.70 Crores against the profit after tax Rs. 40.62 Crores in previous year. The Total Comprehensive loss for the year is Rs. 325.10 Crores, against the total comprehensive profit of Rs. 40.49 Crores in previous year.

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

Non-Convertible Debentures (NCDs):

During the year under review, the Company has issued and allotted 5,000 Secured, Un- Rated, Un-Listed, Redeemable, Non- Convertible Debentures of face value of Rs. 10,00,000/- aggregating to Rs. 500 Crore having ISIN : INE999B07044 on 29.11.2022 to M/s. Kotak Special Situation Fund.

The Company has also made partial pre-payment of principal amount along with the redemption premium of its 3050 Listed, Rated Secured, Non-convertible Redeemable Debentures (NCD) of face value of Rs. 10,00,000/- on 29th November, 2022 and the outstanding amount of Non-convertible Debentures after the said partial pre-payment is Rs. 277.55 Crore. The said Non-convertible Debentures having ISIN INE999B07036 are listed and available for trading on BSE Limited.

As on 31.03.2023 the Company has outstanding Non Convertible Debentures of Rs. 777.55 Crore (Bifurcated into NCDs of Rs. 500 Crore Secured, Un- Rated, Un-Listed, Redeemable, Non- Convertible Debentures of face value of Rs. 10,00,000/- having ISIN INE999B07044 and Rs. 277.55 Crore Listed, Rated Secured, Nonconvertible Redeemable Debentures (NCD) of face value of Rs. 10,00,000/- having ISIN INE999B07036).

Impact of COVID-19

The Company continues to follow necessary safety and hygiene protocols in compliance with the regulations of the local, state and central government authorities issued from time to time keeping in view the mutations observed in the nature of virus from time to time and its impact on the health of workers / employees of the Company.

Presently, in the current scenario, the management does not see any medium to long term risks to the Company from the Covid pandemic situation. As the world and India has already been back to normal, the impact from the pandemic on the business of the Company is minimal during the FY 2022-23.

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 Company''s operations in future.

Management Discussion and Analysis

A report on Management Discussion and Analysis (MDA), which is included in the Corporate Governance Report and forms part of this Report, inter-alia deals adequately with the operations and also current and future outlook of the Company during the year under review.

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 2022-23.

Subsidiary Company

As at 31st March 2023, the Company does not have any Subsidiary Company.

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:

Retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Smt. Bina Engineer (holding DIN: 01653392) Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and she being eligible, offers herself for re-appointment.

Re-appointment of Whole Time Directors:

Shri N. B. Gohil (holding DIN:05149953), has been re-appointed as Whole Time Director of the Company for a period of three years with effect from 22nd December, 2023 subject to approval of the Members at the ensuing Annual General Meeting. The resolution proposing his re-appointment is set out in the notice convening the Annual General Meeting for the approval of members.

The Board recommends appointment of directors as mentioned above.

Affirmation of payment of existing remuneration to Chairman and Managing Director:

Pursuant to the provisions of Section 196, 197 and Schedule V of the Companies Act, 2013 read with Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 as amended from time to time, the Board of Directors have approved to continue to make the payment of remuneration as per the existing terms to Shri Ravi Sanghi (holding DIN: 00033594) till the remaining tenure of his appointment which is subject to the approval of members at the ensuing Annual General Meeting. The resolution proposing the affirmation for payment of existing remuneration is set out in the notice convening the Annual General Meeting for the approval of members.

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 under review.

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) and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances affecting their status as an Independent Directors during the year under review.

Policy on Directors'' 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 as amended from time to time, 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.

Directors'' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained 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 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 31st March, 2023 and of the loss 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 period ended 31st March, 2023 on a ''going concern'' 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 Eight (8) 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 provisions of all the applicable Secretarial Standards 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 134(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 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. The Audit Committee oversees the risk management system and its adequacy.

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 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 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 https://www.sanghicement.com/ policies/

During the year under review, the Company has not received any complaint under vigil mechanism established.

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 LLP, Chartered Accountants (Firm Registration Number: 101720W/W100355), 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 40th 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.

The Companies (Amendment) Act, 2017 has amended the provisions of section 139 of the Companies Act, 2013 by omitting the requirement of ratification of appointment of statutory auditors at every Annual General Meeting. In view of the same, the members of the Company are not being approached for ratification of appointment of Statutory Auditors.

The Auditors'' Report to the members for the year under review does not contain any qualifications or reservations or adverse remarks.

Secretarial Auditors

M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2022-23 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

Your company is maintaining the cost records as prescribed by Central Government under Section 148(1) of the Companies Act, 2013.

The Company has appointed M/s. N D Birla & Co., Cost Accountants, Ahmedabad, as cost auditors of the Company for conducting audit of cost accounting records for the year 2022-23. Necessary resolution will be placed at ensuing Annual General Meeting for getting approval of the members for ratification of payment of remuneration to Cost Auditors for Financial Year 2023-24. The Audit report on the cost records of the Company for the year ended 31st March, 2023 will be submitted to the Central Government in due course. The Audit report on the cost records of the Company for the year ended 31st March, 2022 has been submitted to the Central Government with in prescribed time limit.

Audit Committee

The Audit Committee of the Company as on 31st March, 2023 consists of following Directors as its members:

1.	Shri	Arvind Agarwal	-	Chairman
2.	Shri	G M Yadwadkar	-	Member
3.	Shri	Sudhir Nanavati	-	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 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.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2022-23 were on arm''s length basis. The Company has not entered into transactions 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 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 i.e. https:// 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 our business since inception. 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:8000:2001). 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 in to over the last decade for

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

b) Providing educational facilities through a CBSE affiliated School.

c) Providing hospitals and first aid facilities within few hundred kilometers.

d) Conducting social awareness programmes on various issues.

e) Contribution in disaster relief fund.

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 https:/ /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 and sustainability Report

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 1000 listed companies are required to submit, as part of

Annual Report, Business Responsibility and Sustainability 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 1000 companies, as per the market capitalization as on 31st March, 2023, it is applicable to your company. The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2023 is annexed to this report as Annexure - VI.

Annual Return

The Annual Return as required under the provisions of Section 92 (3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014 is available on the website of the Company at https://www.sanghicement.com/investors/.

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: https://www.sanghicement.com/investors/

Listing

The Company''s equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company''s 3050 Listed, Rated Secured, Redeemable Non Convertible Debentures (NCDs) of face value of Rs. 10,00,000/- issued on private placement basis are listed on ''Wholesale Debt Market'' segment of BSE Limited. The Company has paid the listing fees for the year 2023-24 to both the Stock Exchanges.

Environment and Pollution Control

The Company has established centralized Environmental Management Cell (EMC) 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:14001 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 also explored possibility to upgrade existing pollution control equipment on the ground of present technology advancement and implement accordingly. The company has concreting of internal roads, truck parking area and plant floors and carried out massive plantation in the entire complex. The company has provided Clinker storage and state of the art loading system. The mining activities are being carried out by eco-friendly surface miner. The company is committed for CO2 emissions abatement and implemented series of project for the same.

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

• Enhancement in alternative fuel & raw material in manufacturing process.

• Renovation of air pollution control systems like bag house and ESP.

• Real time monitoring of emission data through online continuous emission monitoring system.

• Enhancement of composite cement mix to enhance ash and slag utilization.

• Regular carbon footprint analysis for green house gas emission reduction.

• Massive plantation in the entire complex.

• Internal Water audit has been carried out for optimization of water consumption in all the units & increased the efficiency of cooling tower.

• Internal Energy audit has been carried out for the optimization of plant process, energy conservation & enhancing the efficiency of compressors, blowers etc.

Conservation of Energy, Technology Absorption
(a)	Conservation of energy
(i)	the steps taken conservation of	or impact on energy;		All Locations Process optimization in Clinker and Cement plant
				All Locations Optimization of compressors by arresting air leakages
				All Locations Optimization of compressors by adjusting the load & unload pressure.
				All Locations Optimization of fuel fineness, excess air & false air ingress and flow in Clinker plant.
				All Locations Installation of LED lights in place of conventional lights.
				All Locations To avoid the idle running of transport equipment like belt conveyors etc.
				All Locations Proper utilization of LT VVFD drives (Variable voltage variable frequency drives) to save maximum energy.
				CU-1 Coal mill-2 feed chute modification done to reduce reject, increase TPH & save power
				CU-1 Installation of occupancy sensors in offices & electrical sub-stations for ON-OFF of power supply
				CU-1 Raw Coal Feeder replaced by modified rotary air lock to increase coal mill efficiency & reduce power
				CU-1 Installation of rotary air lock at firing screw discharge for improve coal firing efficiency.
				CU-1 Proper utilization of HT motor SPRS system of process fans to save maximum energy.
				CU-1 Efficiency improvement in WHRS by modification of Alkali bypass Boiler circuit.
				CU-2 Raw Mill Bag house running in DP mode to reduce air consumption & filter bag life enhanced.
				CU-2 Pressure drop reduced across cooler fan inlet by removing inlet damper.
				CU-2 Proper utilization of HT motor MV Drive system of process fans to save maximum energy.
				GU Packing plant under rated motors power connection changed from delta to star to save power.
(ii)	the steps taken by the company for utilizing alternate sources of			Provided advance feeding system for liquid alternative fuel system.
	energy;			Obtained regular permission for co processing of different types of hazardous & non-hazardous waste in twenty categories under Hazardous & Other Waste (Management & Trans-boundary Movement) Rules.
				Achieved 8% Thermal Substitution Rate (TSR) during the year.

		• Replacement of traditional fuel i.e. coal with liquid & solid waste material generated from the chemical industries • Utilization of Industrial waste such as Pond ash, Iron Sludge & Iron oxide as raw material in clinker manufacturing
(iii)	the capital investment on energy conservation equipment''s	Rs. 862.38 Lacs
(b)	Technology absorption
(i)	The efforts made towards technology absorption;	• The MIS Cell & Energy Steering Committee is working on energy accounting and conservation program by handling issues associated with it. • The Company strives 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. • Participation in National / International seminar
(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:-	State of the art technology
	a) the details of technology imported;	NA
	b) the year of import;	NA
	c) whether the technology been fully absorbed;	NA
	d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;	NA
(c)	Research and Development
(i)	Specific areas in which R&D carried out by the Company	• Improvement in existing production process(s) • Energy conservation. • Pollution Control • Alternative Fuel and Raw Material • Water conservation
(ii)	Benefits derived as result of the above R&D	• QC Provision of Colour meter to check the actual colour of cement to enhance the satisfaction level of market customer. • QC Provision of VCM (Vibrating cup meter) for making powder of sample of Raw materials & Clinker for X-Ray analysis. • QC Conduct Slum test with different water ration to save the water consumption for making concrete.

			QC Procurement of auto Blaine apparatus to check the specific surface & Blaine of cement.
			QC Procurement of electronic balance to check the sample weight for further chemical analysis.
			QC Procurement of Muffle furnace to maintain the temperature of Raw materials & Clinker from'' 900oC to 1100oC for further chemical analysis.
			QC Installation of new Auto sampler in cooler DBC for proper collection of sample of clinker.
			CU Clinker quality improvement by raw mix optimization.
			CU Enhancement in TSR (Thermal Substitution Rate) by utilizing of liquid alternate fuel.
			CU Reduction in specific clay consumption. CU Improvement in clinker factor by adding high ash coal. CU Development of rain water harvesting reservoir. All Locations Reduction in specific water consumption. CU-1 Cooler ESP all 03 fields conventional controller replaced with new version controller.
			Mines Installation of earth leakage relay in MCC feeder to enhance the electrical safety.
			Mines Installation of Lighting Transformers (Power supply mid point zero 110-0-110) in lighting system to enhance the electrical safety.
			CU-2 Improvement in refractory lining practices by deploying two brick lining machine and achieved kiln lining work 18 mtrs/day.
			CU-2 AFR system upgradation in Line-2 to increase the TSR.
			CU-2 Raw mill Feeding Belt 332BC2 & BC3 Permanent Magnet Fixed to reduced frequently operation of Divertor and reduced mill stoppages
			CU-2 Provision of Standby Pfister for kiln string firing.
			CU-2 Earthing provided at all Flange of coal conveying lines to Prevent short circuit and fire in Coal mill area.
			CU-2 FLS Site connect mobile application provided to respective employees of the plant section.
			CU-2 CLT Belt Conveyor 512BC2 & BC3 replaced with Divertor chutes to avoid burning of belt due to temperature.
			GU Enhance fly ash addition in PPC
			GU Mineral Gypsum replaced by Chemical Gypsum after successful trails.
			GU Conversion of weigh feeder DC motors to AC motors to ease maintenance & avoid breakdown
			TPP-1 Replacement of sonic soot blowers with steam soot blowers to reduce APH chocking
			TPP-1 Remnant life assessment of L1 boiler. Testing of all pressure parts of boiler for healthy and safe operation

(iii)	Future Plan of Action		CU-1 Installation of Turbo Blower in Kiln firing.
			CU-1 Replacement of Pond Ash by using waste material of Iron Industries i.e. iron sludge & iron oxide in Raw Mix.
			CU-1 Replacement of DC motor to AC motor at raw mill hopper.
			CU-1 Reduction in transmission line losses by replacement of old phase conductor.
			CU-1 Up-gradation of Cooler ESP to maintain dust emission norms.
			CU-1 Up-gradation of Alkali ESP to maintain dust emission norms.
			CU-1 Up-gradation of Bag house to maintain dust emission norms.
			CU-1 Replacement of high efficiency fans in place of conventional fans for plant process fans.
			CU-1 Conventional motors to be replaced with high efficiency motors
			CU-2 Bag-house outlet expansion joint replacement to control false air.
			CU-2 Replacement of tube sheet of coal mill bag house to reduce in bag house DP and reduction in power consumption of fan and mill.
			CU-2 Nitrogen plant upgradation by use of compressed air and carbon molecules.
			CU-2 Installation of metallic expansion joint in preheater down comer duct to reduce in false air ingress and reduction in power consumption of fan.
			CU-2 Preheater 4th stages dip-tube placement to reduce Sp. Heat consumption.
			CU-2 Kiln inlet sector plate replacement work to reduce spillage of material at kiln inlet
			CU-2 Linking Clinker loading terminal (CLT) weighment with SAP through RFID.
			GU Increase addition of fly ash in PPC production. GU Reduction in clinker factor in PPC by 1%. GU Up-gradation of clinker feeding circuit.
			TPP - 01 Cooling tower structure replacement with FRP to improve the cooling efficiency and reduce the power consumption.
			TPP - 01 HP Heater 1 Internal tube repair work to improve turbine efficiency and reduce the Plant heat rate.
			TPP - 01 ESP collecting and emitting electrodes. Roof plate, both side plates, inlet, outlet ducts and hoppers replacement to meet GPCB emission norms as well as reduced the ID fan load.
			TPP - 01 Boiler furnace PA air nozzle cap repair work to reduce PA flow and improve fluidization as well as better control the O2 level and improve the boiler efficiency.

		• TPP - 01 Bed ash conveying pipe and bend with cast basalt repair work to avoid the dust emission. • TPP - 01 ACW pipe line replacement work to increase the ACW pump discharge pressure and increase the cooling efficiency. • TPP - 01 Provision of purging air line from PA discharge after APH for Boiler all Coal feeder RAV to Reduced the compressed air and power consumption • TPP - 01 Woodward Upgradation Job to better control of operation parameters and increase the performance. • TPP - 02 Boiler ID fan common suction duct bellow replacement to avoid the air ingress.
(iv)	Expenditure on R&D	The Company has incurred Rs. 58.67 Lacs towards R & D Expenditure charged to revenue in FY 2022-23

CU - Clinker unit, CU-1 - Clinker unit-1, CU-2 - Clinker unit-2, GU - Grinding unit, TPP - Thermal Power Plant Foreign Exchange Earnings and Outgo

During the year under review, Foreign Exchange earnings was Rs 57.13 Lacs and outgo was Rs. 6463.29 lacs including Rs.752.74 lacs towards Capital Expenditure.

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.

a) ISO 9001:2015 (Quality Management System Standard)

b) ISO 14001:2015 (Environmental Management System Standard)

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

d) SA 8000:2014 (Social Accountability Management System Standard)

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

During the year under review, the Company has won the following prizes / awards / achievements:

Year	Name	Particulars	Prize	Name of Mines
2022-23	30th Mines Environment & Mineral Conservation Week	Systematic & Scientific Development	First Prize	Jadua Limestone Mine
2022-23	30th Mines Environment & Mineral Conservation Week	Environmental Monitoring	Second Prize	Jadua Limestone Mine

# Mines Safety Week Award distribution function is still not conducted.

Five Star Rating Award

The Company''s Jadua Limestone Mines has been awarded again "Five Star Rating Award" on 6th National Conclave on Mines & Minerals organized on 12th July 2022 as a part of Azadi Ka Amrit Mahotsav at Dr. Ambedkar International Center, New Delhi. This is being awarded by Ministry of Mines for Sustainability. This award has been felicitated by Hon''ble Union Minister of Mines, Coal & Parliamentary Affairs.

Top Performer Designated Consumer for the Cement Sector of PAT Cycle II

The Ministry of Power has given thrust to energy conservation, and to achieve energy conservation in various sectors in the country, the Bureau of Energy Efficiency, an organisation under the Ministry of Power working towards energy conservation, has introduced the PAT (Perform, Achieve, Trade) scheme.

The Company has made an outstanding contribution to energy conservation under PAT Cycle II in the cement sector and has achieved the highest energy savings of 109283 (toe).

The Company has been conferred with an award and a certificate of appreciation for Top Performer Designated Consumer for the Cement Sector of PAT Cycle II under the National Mission for Enhanced Energy Efficiency (NMEEE) by the Hon''ble Cabinet Minister (Power, New & Renewable Energy) Shri R. K. Singh on March 1, 2023, in New Delhi.

Disclosure for utilization of funds raised pursuant to the preferential allotment of Equity Shares:

During the year under review the Company has issued and allotted 73,26,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 68.25/- per share (including premium of Rs. 58.25/- per share) aggregating

to Rs. 50 Crore on 30.12.2022 to the Promoter Group entity.

The details of the utilization of proceeds of the said issue as per Regulation 32 (7A) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 as amended from time to time is as under:

Sr. No.	Original Object for utilization of proceeds of issue	Amount raised	Fund utilized till 31.03.2023	Amount of Deviation /variation according to the applicable object	Remarks (if any)
1.	The proceeds of the Preferential Issue shall be utilized for prepayment of borrowings of the Company, working capital requirement, capital expenditure and/or other general corporate purposes of the company.	Rs. 50 Crore	Rs. 49.48 Crore	Nil	The amount raised from the preferential issue have been utilized by the Company for the same objects for which it was raised and there is no deviation in the utilization of funds by the Company.

Industrial Relations

The Company''s 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 cooperation received from the Governmental authorities, the consortium of banks and financial institutions, customers, vendors and investors for their continued support during the year.

---

Mar 31, 2018

To

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 (‘SEBI’) 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 Company’s 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 Company’s 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 (“NCDs”) 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 ‘Wholesale Debt Market’ 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 Company’s 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 “Sange Testing Service (Sanghai) Co. Ltd.’ 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 Directors’ 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.

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 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 ‘going concern’ 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 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 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 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.

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 Company’s 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 ‘Wholesale Debt Market’ 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 “8^th Metalliferous Mines Safety, Swachhata & Silicosis Awareness Week 2017” 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 “25^th Mines Environment & Mineral Conservation Week Celebrations - 2017-18”, 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 “Best Woman CFO Award 2018” by Yes Bank and Business World Magazine on II^th May 2018 at Delhi. She has also received the prestigious award “Best CFO Award in Women Category- 2016” from the Institute of Chartered Accountants of India.

India’s Most Trusted Company Award - 2017

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

India’s Top Challengers 2016-17

Company has also won the India’s 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 DNA’s Real Estate & Infrastructure Round Table & Awards.

Industrial Relations

The Company’s 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

To

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 “Sange Testing Service (Sanghai) Co. Ltd.’ 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 “Debenture Trustee”).

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 ‘Women’ 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 “Corporate Governance” is attached as 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) 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 ‘going concern’ 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

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 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

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).

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

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, 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 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.

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 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 members’ 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 – 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 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/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 Company’s operations in future.

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 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.

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 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

Company’s 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 “7^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 “24^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 Hon’ble Prime Minister, Shri Narendra Modi has recognized Sanghipuram as a “Cashless Township” at the function held under auspices of NITI Aayog at Nagpur on 14th April, 2017.

Industrial Relations

The Company’s 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.

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

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: 24th May, 2017 Chairman & Managing Director

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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.

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'' 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 concern’ 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 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 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 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 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

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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

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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