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Sanghi 22

Sanghi Industries Ltd submitted its Annual Report for FY 2021-22 and announced the Thirty Fifth Annual General Meeting scheduled for September 17, 2022. The meeting will address ordinary and special business, including the adoption of financial statements, re-appointments of directors, and the appointment of joint statutory auditors. Key resolutions include the re-appointment of executive directors and independent directors, along with their remuneration terms, as per the Companies Act and SEBI regulations.

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0% found this document useful (0 votes)
29 views150 pages

Sanghi 22

Sanghi Industries Ltd submitted its Annual Report for FY 2021-22 and announced the Thirty Fifth Annual General Meeting scheduled for September 17, 2022. The meeting will address ordinary and special business, including the adoption of financial statements, re-appointments of directors, and the appointment of joint statutory auditors. Key resolutions include the re-appointment of executive directors and independent directors, along with their remuneration terms, as per the Companies Act and SEBI regulations.

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x6214425
Copyright
© © All Rights Reserved
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8) i) CEMENT

SFINGHI
Turning Dreams into Concrete Reality

23™ August, 2022

To, To,
The Assistant Vice-President The Genéral Manager
The National Stock Exchange of India Ltd BSE Ltd
Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers,
Plot No. C/1, G Block, Dalal Street,
Bandra Kurla Complex, Bandra (East), Mumbai — 400 001
_Mumbai — 400 051

Dear Sir,

Sub :Annual Report of the Company for the F Y 2021-22.

Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure


Requirements) Regulations, 2015, we are submitting herewith the Annual Report of
the Company for the financial year 2021-22 along with Notice of the Thirty Fifth
Annual General Meeting of the Company scheduled to be held on Saturday, 17"
September, 2022 at 11.00 a.m. through Video Conferencing / Other Audio Visual
Means. The aforesaid Annual Report is also available on the website of the company
at www.sanghicement.com.

This is for your information and record.

Thanking you,
Yours faithfully,
For Sanghi Industries Ltd

= — G
anit Akawsl
Company Secretary
Encl: As above

Sanghi Industries Limited


; CIN No. : L18209TG1985PLC005581
Registered Office : P.O. Sanghinagar, Hayatnagar Mandal, RR District,
Telangana - 501511.
Tel. : 08415 - 242240 E-mail company
: secretary@sanghicement.com
Website : www.sanghicement.com
Sanghi Industries Limited

SANGHI INDUSTRIES LIMITED


CIN No.: L18209TG1985PLC005581
Regd. Office: Sanghinagar P. O. Hayatnagar Mandal, R. R. District, Telangana - 501511
Tel. 08415-242240, Email : companysecretary@sanghicement.com
Website: www.sanghicement.com

NOTICE OF ANNUAL GENERAL MEETING


Notice is hereby given that the Thirty Fifth Annual General Meeting of the Members of M/s. Sanghi Industries
Limited will be held on Saturday, the 17th day of September, 2022 at 11.00 a.m. through Video Conferencing
or other audio visual means to transact the following business and the place of the meeting shall be
deemed to be the registered office of the Company:
Ordinary Business:
1. To receive, consider and adopt financial statements of the Company including Audited Balance
Sheet as at 31st March, 2022, Statement of Profit and Loss and Cash Flow for the year ended on that
date together with the Directors’ Report and also the Auditors’ Report thereon.
2. To appoint a Director in place of Shri Alok Sanghi (holding DIN:00033506), who retires by rotation and
being eligible, offers himself for re-appointment.
3. To re-appoint M/s. Chaturvedi & Shah LLP, Chartered Accountants & M/s. S. K. Mehta & Co., Chartered
Accountants, as Joint Statutory Auditors and to fix their remuneration.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an
ORDINARY RESOLUTION:
RESOLVED THAT pursuant to provision of section 139, 142 and all other applicable provisions, if any,
of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including
any statutory modification(s) or re-enactment thereof) and pursuant to the recommendations of the
Audit Committee and the Board of Directors of the Company, 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, be and are hereby re-appointed
as the Joint Statutory Auditors of the Company for a further term of five consecutive years, who shall
hold office from the conclusion of this 35th Annual General Meeting till the conclusion of the 40 th
Annual General Meeting to be held in the year 2027 at such remuneration as shall be mutually
agreed between the Board of Directors of the Company and the Joint Statutory Auditors.
Special Business:
4. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
SPECIAL RESOLUTION.
RESOLVED THAT in accordance with the provisions of sections 196, 197, Schedule V and all other
applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-
enactment thereof for the time being in force) read with Articles of Association of the Company and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 and such other approvals as are necessary, consent of the Company be and is hereby accorded
to the re-appointment of Shri Aditya Sanghi (holding DIN: 00033755) as a Whole Time Director (Executive
Director) of the Company with effect from 6th September, 2022, for a period of five years on the terms
and conditions including remuneration payable to him for the period of three years with effect from
6th September, 2022 as set out in the Explanatory Statement.
RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of the profits of the
Company, the remuneration mentioned in the Explanatory Statement shall be paid to Shri Aditya
Sanghi, as minimum remuneration.

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Sanghi Industries Limited

RESOLVED FURTHER THAT Nomination and Remuneration Committee of the Board be and is hereby
authorized to revise from time to time during the tenure of the appointment of Shri Aditya Sanghi,
the remuneration payable to him as prescribed in explanatory statement i.e. Annual Increment up
to 25% of last salary drawn subject to overall limits laid down under the provisions of Companies Act,
2013 (including any statutory modifications or re-enactments thereof for the time being in force) and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 without further approval of the Board and members of the Company but with such other
approvals, sanctions or permissions, if any, required for such revision in the remuneration.
RESOLVED FURTHER THAT any Executive Director or the Company Secretary be and is hereby severally
authorized to do all such acts, deeds, matters and things as may be considered necessary, usual or
expedient to give effect to the above resolution.
5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
SPECIAL RESOLUTION.
RESOLVED THAT in accordance with the provisions of sections 196, 197, Schedule V and all other
applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-
enactment thereof for the time being in force) read with Articles of Association of the Company and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 and such other approvals as are necessary, consent of the Company be and is hereby accorded
to the re-appointment of Shri Alok Sanghi (holding DIN: 00033506) as a Whole Time Director (Executive
Director) of the Company with effect from 6th September, 2022, for a period of five years on the terms
and conditions including remuneration payable to him for the period of three years with effect from
6 th September, 2022 as set out in the Explanatory Statement.
RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of the profits of the
Company, the remuneration mentioned in the Explanatory Statement shall be paid to Shri Alok
Sanghi, as minimum remuneration.
RESOLVED FURTHER THAT Nomination and Remuneration Committee of the Board be and is hereby
authorized to revise from time to time during the tenure of the appointment of Shri Alok Sanghi, the
remuneration payable to him as prescribed in explanatory statement i.e. Annual Increment up to
25% of last salary drawn subject to overall limits laid down under the provisions of Companies Act,
2013 (including any statutory modifications or re-enactments thereof for the time being in force) and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 without further approval of the Board and members of the Company but with such other
approvals, sanctions or permissions, if any, required for such revision in the remuneration.
RESOLVED FURTHER THAT any Executive Director or the Company Secretary be and is hereby severally
authorized to do all such acts, deeds, matters and things as may be considered necessary, usual or
expedient to give effect to the above resolution.
6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
SPECIAL RESOLUTION.
RESOLVED THAT in accordance with the provisions of sections 196, 197, Schedule V and all other
applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-
enactment thereof for the time being in force) read with Articles of Association of the Company and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018 and such other approvals as are necessary, consent of the Company be and is hereby accorded
to the re-appointment of Smt. Bina Engineer (holding DIN: 01653392) as a Whole Time Director
(Executive Director) of the Company with effect from 6th September, 2022, for a period of five years
on the terms and conditions including remuneration payable to her for the period of three years with
effect from 6th September, 2022 as set out in the Explanatory Statement.

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Sanghi Industries Limited

RESOLVED FURTHER THAT in the event of any loss, absence or inadequacy of the profits of the
Company, the remuneration mentioned in the Explanatory Statement shall be paid to Smt. Bina
Engineer, as minimum remuneration.
RESOLVED FURTHER THAT Nomination and Remuneration Committee of the Board be and is hereby
authorized to revise from time to time during the tenure of the appointment of Smt. Bina Engineer,
the remuneration payable to her as prescribed in explanatory statement subject to overall limits laid
down under the provisions of Companies Act, 2013 (including any statutory modifications or re-
enactments thereof for the time being in force) and Regulation 17(6)(e) of SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2018 without further approval of the Board
and members of the Company but with such other approvals, sanctions or permissions, if any,
required for such revision in the remuneration.
RESOLVED FURTHER THAT any Executive Director or the Company Secretary be and is hereby severally
authorized to do all such acts, deeds, matters and things as may be considered necessary, usual or
expedient to give effect to the above resolution.
7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
SPECIAL RESOLUTION.
RESOLVED THAT pursuant to the provisions of Sections 149, 152, and other applicable provisions of the
Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for the time being in force) read
with Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time, Shri Sundaram Balasubramanian (holding DIN:
02849971), who was appointed as a Non-executive Independent Director of the Company w.e.f. 9 th
November, 2017 for a term of five consecutive years and who is eligible for re-appointment and who
has submitted a declaration that he meets the criteria for independence as provided in Section
149(6) of the Companies Act, 2013, be and is hereby re-appointed as an Non-executive Independent
Director of the Company for a further period five consecutive years w.e.f. 9th November, 2022 and
shall not be liable to retire by rotation in accordance with the provisions of the Companies Act,
2013.”
RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17 (1A) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
approval be and is hereby granted for re-appointment as well as continuing the directorship of Shri
Sundaram Balasubramanian as an Independent Director of the Company who has attained the age
of 75 years.
RESOLVED FURTHER THAT any Executive Director or the Company Secretary of the Company be and
is hereby severally authorized to do all such acts and take all such steps as may be necessary,
proper or expedient to give effect to this resolution.
8. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
SPECIAL RESOLUTION.
RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161 and any other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof
for the time being in force) read with Schedule IV of the Companies Act, 2013 and Regulation 17
& 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri G.M. Yadwadkar
(holding DIN: 01432796), who was appointed as an Additional Director of the Company by the
Board of Directors (and categorized as ‘Independent Director’) w.e.f. 23rd June, 2022 and who holds
office as an Additional Director upto the date of ensuing General Meeting or upto three months from
the date of his appointment, whichever is earlier, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive
years w.e.f. 23rd June, 2022.

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Sanghi Industries Limited

RESOLVED FURTHER THAT any Executive Director or the Company Secretary of the Company be and
is hereby severally authorized to do all such acts and take all such steps as may be necessary,
proper or expedient to give effect to this resolution.”
9. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
SPECIAL RESOLUTION.
RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161 and any other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof
for the time being in force) read with Schedule IV of the Companies Act, 2013 and Regulation 17
& 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Sudhir Nanavati
(holding DIN:00050236), who was appointed as an Additional Director of the Company by the Board
of Directors (and categorized as ‘Independent Director’) w.e.f. 23 rd June, 2022 and who holds office
as an Additional Director upto the date of ensuing General Meeting or upto three months from the
date of his appointment, whichever is earlier, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive
years w.e.f. 23rd June, 2022.
RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17 (1A) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
approval be and is hereby granted for appointing/ continuing the Directorship of Shri Sudhir Nanavati
as an Independent Director of the Company who will attain the age of 75 years in September, 2022.
RESOLVED FURTHER THAT any Executive Director or the Company Secretary of the Company be and
is hereby severally authorized to do all such acts and take all such steps as may be necessary,
proper or expedient to give effect to this resolution.”
10. To consider and if thought fit, to pass with or without modification(s), the following resolution as an
ORDINARY RESOLUTION.
RESOLVED THAT pursuant to the provisions of Section 148 and all the applicable provisions of the
Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification(s) or re-enactments thereof, for the time being in force) the consent of members be
and is hereby accorded to ratify the remuneration decided by the Board of Directors of the Company
based on the recommendation of the Audit Committee of Rs. 3,00,000 (Rupees Three lakhs Only)
plus out of pocket expenses and GST, if any to M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad
appointed by the Board of Directors to conduct the audit of the Cost records of the Company for
the financial year 2022-23.
RESOLVED FURTHER THAT any Executive Director or the Company Secretary of the Company be and
are hereby severally authorized to do all such acts and take all such steps as may be necessary,
proper or expedient to give effect to this resolution.”

Registered Office: By Order of the Board


Sanghinagar P.O., For Sanghi Industries Limited
Hayatnagar Mandal, R. R. District,
Telangana – 501 511

Place: Ahmedabad Anil Agrawal


Date : 24th May, 2022 Company Secretary

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Sanghi Industries Limited

Notes:
(1) In view of the COVID-19 global pandemic, the Government of India, Ministry of Corporate Affairs
(‘MCA’) has vide its recent circular dated 5th May, 2022 extended the period allowing the Companies
to hold its Annual General Meeting (‘AGM’) through Video Conferencing (‘VC’) or Other Audio
Visual Means (‘OAVM’) without personal presence of the members at the meeting till 31st December,
2022. In view of the same and in compliance of with the provisions of the Companies Act, 2013
(“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and various MCA Circular issued from time to time, this AGM of the Company is being
held through VC / OAVM.
(2) Explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto. The
Board of Directors have considered and decided to include Item 3 to 10 given above as they are
unavoidable in nature.
(3) Since this AGM is being held through VC/OAVM, physical attendance of Members has been dispensed
with. Accordingly, the facility for appointment of proxies by the Members will not be available for
the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However,
Corporate members intending to authorise their representatives to join and vote at the AGM through
VC / OAVM facility on its behalf are requested to send the duly certified copy of Board resolution
for the same.
(4) Members attending the meeting through VC / OAVM shall be counted for the purpose of quorum
under Section 103 of the Companies Act, 2013.
(5) The notice and the Annual Report of the Company is being sent to the members through electronic
mode whose e-mail ID is registered with the Company. Members whose e-mail ID is not registered
are requested to get the same registered with the Company by sending an E mail to:
companysecretary@sanghicement.com. The Notice of Annual General Meeting is available on website
of the Company www.sanghicement.com and also available on website of National Stock Exchange
of India Limited and BSE Limited.
(6) Members desiring any information as regards the Accounts are requested to write to the Company
at least 10 working days before the meeting so as to enable the Management to keep the information
ready at the time of meeting and the same shall be provided suitably at the time of meeting.
(7) Members holding shares in electronic form shall address all communications to their respective
Depository Participants only.
(8) Necessary registers and documents will be available for inspection to the members in electronic
mode. The members are required to send an e-mail of their intention of inspection to
companysecretary@sanghicement.com
(9) The members can join this meeting through VC / OAVM means 15 minutes before and 15 minutes
after the scheduled time of commencement of meeting by following the procedure mentioned in
the Notice. The members are requested to participate on first come first serve basis as participation
through VC / OAVM is limited upto 1000 members and will be closed on expiry of 15 minutes from
the schedule time of the meeting. This will not include large shareholders (Shareholders holding 2%
or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination & Remuneration Committee and Stakeholder
Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on
account of first cum first served basis.
(10) Process and manner for members opting for voting through Electronic means:
i. In compliance with provisions of section 108 of the Act and Rule 20 of The Companies
[Management and Administration] Rules, 2014 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and various Circulars issued by MCA from time to time, the
Company is pleased to provide its members the facility of ‘remote e-voting’ to exercise their
right to vote at the 35 th Annual General Meeting. Necessary arrangements have been made
by the Company with Central Depository Services (India) Limited [CDSL] to facilitate remote e-
voting as well as e-voting system during AGM.

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Sanghi Industries Limited

ii. Shareholders holding equity shares shall have one vote per share as shown against their holding.
The shareholders can vote for their entire voting rights as per their discretion. A person, whose
name is recorded in the register of members or in the register of beneficial owners maintained
by the Depositories as on cut-off date i.e. 10th September, 2022 only shall be entitled to avail
facility of remote e-voting as well as e-voting system on the date of AGM.
iii. Any person, who acquires shares of the Company and becomes a member of the Company
after dispatch of the Notice and holding shares as on cut-off date, may cast vote after
following the instructions for remote e-voting or e-voting system on the date of the AGM.
However, if you are already registered with CDSL for remote e-voting then you can use your
existing User ID and password for casting your vote.
iv. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change
it subsequently or cast the vote again.
v. The Company has appointed Shri Srikant Sangai, Practising Company Secretary, (COP No.
11113) to act as the Scrutinizer for conducting the remote e-voting process as well as the e-
voting system during AGM, in a fair and transparent manner.
(11) The instructions for shareholders for remote e-voting and e-voting during AGM and joining meeting
through VC/OAVM are as under:
1. The remote E- voting period commences at 10.00 a.m. on 14th September, 2022 and ends at
5.00 p.m. on 16th September, 2022 (both days inclusive). During this period the shareholders of
the Company holds shares as on the cut-off date (record date) of 10 th September, 2022 may
cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
2. Shareholders who have already voted prior to the meeting date would not be entitled to vote
at the meeting.
3. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under
Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on e-
Voting facility provided by Listed Companies Individual shareholders holding securities in demat
mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and email Id
in their demat accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for
Individual shareholders holding securities in Demat mode is given below:
a) Individual Shareholders holding securities in Demat mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
user id and password. Option will be made available to reach e-Voting page
without any further authentication. The URL for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click
on Login icon and select New System Myeasi.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-voting page of the e-voting service provider for casting your vote during the
remote e-voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting
service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at https:/
/web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-voting page by providing Demat
Account Number and PAN No. from an e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the
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Sanghi Industries Limited

evoting is in progress and also able to directly access the system of all e-Voting
Service Providers.
b) Individual Shareholders holding securities in Demat mode with NSDL
1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either
on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider name and you will be re-directed to e-
Voting service provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at https:/
/eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/
/www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User
ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
c) Individual Shareholders (holding securities in Demat mode) login through their Depository
Participants.
You can also login using the login credentials of your demat account through your Depository
Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be
able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e- Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Note: Members who are unable to retrieve their User ID / Password are advised to use Forget
User ID and Forget Password option available at the above mentioned website.
d) Shareholders other than individual shareholders should log on to the e-voting website
www.evotingindia.com
1. Click on Shareholders.
2. Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
3. Next enter the Image Verification as displayed and Click on Login.
4. If you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be
used.
5. If you are a first time user, please enter your PAN Number and Dividend Bank Details or
Date of Birth.
6. After entering these details appropriately, click on “SUBMIT” tab.

7
Sanghi Industries Limited

7. Members holding shares in demat form will now reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for
resolutions of any other company on which they are eligible to vote, provided that
company opts for e-voting through CDSL platform. It is strongly recommended not to
share your password with any other person and take utmost care to keep your password
confidential.
8. Click on the EVSN of Sanghi Industries Limited for which you choose to vote.
9. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
10. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
11. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote.
12. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
13. You can also take out print of the voting done by you by clicking on “Click here to print”
option on the Voting page.
14. If Demat account holder has forgotten the password then enter the User ID and the
image verification code and click on Forgot Password and enter the details as prompted
by the system.
15. Facility for Non-Individual Shareholders and Custodians – Remote Voting:
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian
are required to log on to www.evotingindia.com and register themselves in the
“Corporate” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to helpdesk.evoting@cdslindia.com
• After receiving the login details a compliance user should be created using the
admin login and password. The Compliance user would be able to link the
account(s) for which they wish to vote on.
• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on
approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they
have issued in favour of the Custodian, if any, should be uploaded in PDF format
in the system for the scrutinizer to verify the same.
• Alternatively Non individual shareholders are required to send a scanned copy
(PDF/JPG Format) of its Board or governing body Resolution/Authorization etc.
authorizing its representative to attend the AGM through VC / OAVM on its behalf
and to vote through remote e-voting. The said Resolution/Authorization shall be
sent to the Scrutinizer / Company by email through its registered email address to
sangaisri@yahoo.com with a copy marked to companysecretary@sanghicement.
com.
In case you have any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available at
www.evotingindia.com, under help section or write an email to
helpdesk.evoting@cdslindia.com.
(12) The instructions for shareholders attending the AGM through VC/OAVM & Evoting during AGM are
as under:

8
Sanghi Industries Limited

1. The procedure for attending meeting and e-Voting on the day of the AGM is same as the
instructions mentioned above for Remote e-voting.
2. The link for VC / OAVM to attend the meeting will be available where the EVSN of the
Company will be displayed after successful login as per the instructions mentioned above for
Remote e-voting.
3. Members who have voted through Remote e-voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the AGM.
4. Members are encouraged to join the Meeting through Laptops / IPads for better experience.
5. Further, members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.
7. Members who would like to ask questions may send their questions in advance at least (10)
working days before AGM mentioning their name, demat account number / folio number,
email id, mobile number at companysecretary@sanghicement.com and register themselves
as a speaker. Those members who have registered themselves as a speaker will only be
allowed to express their views/ask questions during the AGM.
8. Only those Members who will be present in the AGM through VC / OAVM facility and have
not cast their vote on the resolutions through remote e-voting and otherwise not barred from
doing so shall be eligible to vote through e- voting system available in the AGM.
9. If any Votes are cast by the members through the e-voting available during the AGM and if
the same members have not participated in the meeting through VC/OAVM facility, then the
votes cast by such members shall be considered invalid as the facility of e-voting during the
meeting is available only to the members attending the meeting.
(13) The result will be declared on receipt of Scrutinizers Report. The results declared along with the
scrutinizer’s report will be available on the website of the Company (www.sanghicement.com) and
on the website of agency (www.evotingindia.com). The Company shall simultaneously forward the
results to NSE and BSE where the equity shares of the Company are listed.
As the meeting is to be convened through VC / OAVM, the route map is not annexed in this Notice.
(14) Shri Anil Agrawal, Company Secretary of the Company, shall be responsible for addressing all the
grievances in relation to this Annual General Meeting including e-voting. His contact details are -
Email: companysecretary@sanghicement.com; Phone / Mobile No.: 08415- 242240.
(15) The Ministry of Corporate Affairs (MCA), New Delhi has taken “Green initiatives in Corporate
Governance” by allowing paperless compliance by the Companies and issued a circular clarifying
that the service of documents to be made by a Company can be made through electronic mode.
To support the green initiative of the Ministry of Corporate Affairs, members who have not yet
registered their e-mail id are requested to register the same immediately.
Members holding shares in electronic form are requested to register their e-mail id for which they are
advised to approach their Depository Participants in this regard.
(16) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Account Number (PAN) by every participant in securities market. Members holding shares in electronic
form are, therefore, requested to submit the PAN to their Depository Participants with whom they are
maintaining their Demat accounts. Members are requested to intimate changes, if any, pertaining
to their name, postal address, email address, telephone/ mobile numbers, Permanent Account
Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank
and branch details, bank account number, MICR code, IFSC code, etc., with their DPs in case the
shares are held in electronic form.

9
Sanghi Industries Limited

(17) SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018 and further amendment vide
Notification No. SEBI/LAD-NRO/GN/2018-49 dated 30th November, 2018, requests for effecting transfer
of securities (except in case of transmission, transposition and relodgement of securities) shall not be
processed from 1st April, 2019 unless the securities are held in the dematerialized form with the
depositories.
(18) Information required to be furnished as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and secretarial standards on the General Meeting issued by the
Institute of Company Secretaries of India, the particulars of Directors who are proposed to be re-
appointed, are given below:
Name Date Date Brief resume, Share- Details *Details Details of Listed
of of of Qualification holding of of relation- entity
Director Birth First Expertise and in the Direct- Member ship from
& DIN Appoint- Experience Company orship -ship/ Inter-se which
ment held in Chair- the
other manship person
listed of other has
Comp- Board resigne
anies Commi- during
ttees Past
three
year
Shri 13th 27th Armed with a degree 88,92,500 Nil Nil Son of Nil
Alok January, January, in Finance and Equity Shri Ravi
Sanghi 1984 2007 Management from Shares Sanghi
DIN: Kelley School of (3.54% (Chairman
00033506 Business, Indiana of Equity and
University Managing
Share
Bloomington, USA, Directro)
Alok Sanghi, brings Capital)
immense knowledge Brother of
and experience of Shri
the global Financial Aditya
Services sector. Under Sanghi
his direction the (Executive
company has Director)
successfully launched
products in Domestic
and International
Markets. His business
acumen lends crucial
competence to the
commercial,
shipping, marketing
strategies and
corporate affairs of
the company.

Shri 18th 27th An alumnus of the 88,92,500 Nil Nil Son of Nil
Aditya Septem- January, reputed Rochester Equity Shri Ravi
Sanghi ber, 2007 Institute of USA, Aditya Shares Sanghi
DIN: 1982 Sanghi brings with him (3.54% of (Chairman
00033755 rich oeuvre of global Equity and
perspectives. He Managing
Share Director)
provides valuable Capital)
expertise in Brother of
management of the Shri Alok
clinker and cement Sanghi
operations, and the (Executive
establishment and Director)
operation of thermal
power plant. He has

10
Sanghi Industries Limited

Name Date Date Brief resume, Share- Details *Details Details of Listed
of of of Qualification holding of of relation- entity
Director Birth First Expertise and in the Direct- Member ship from
& DIN Appoint- Experience Company orship -ship/ Inter-se which
ment held in Chair- the
other manship person
listed of other has
Comp- Board resigne
anies Commi- during
ttees Past
three
year
i m p l e m e n t e d
numerous best
manufacturing
practices and has
successfully executed
diverse projects for the
company. His
expertise provides
vital direction to the
key functions of
production, project
management and
corporate strategy.

Smt. 13th 27th B. Com, Chartered 25,000 Nil Nil None Nil
Bina April, January, Accountant having (0.01% of
Engineer 1967 2007 rich and varied Equity
DIN: experience of more shares of
01653392 than three decades the
in the areas of Project Company)
and Corporate
finances. She has
successfully arranged
the project funds,
take out finance,
working capital
requirements etc.
She is responsible for
the Corporate and
Project Finance
affairs of the
Company

Shri 3rd 9 th He is a Commerce Nil 1.Emami 1.Emami None Machino


Sundaram Novem- Novem- and Law Graduate Paper Paper Plastics
Balasub- ber,1942 ber, 2017 Mills Ltd. Mills Limited
and also an Limited
ramanian Associate Member of 2. TTK Member
DIN: the Institutes of Healthcare -Audit
02849971 Chartered Ltd. Committee
Accountants of India, 3. GVK 2. TTK
Company Secretaries Power & Healthcare
Infrastructure Limited–
of India and Member-
Management Ltd.
Audit
Accountants of India. 4. UCAL Committee
He is also a member Fuel 3. UCAL
of Delhi Bar Council. Systems Fuel
He has vast Limited Systems
experience in Limited
Member-
Corporate Laws. He Audit

11
Sanghi Industries Limited

Name Date Date Brief resume, Share- Details *Details Details of Listed
of of of Qualification holding of of relation- entity
Director Birth First Expertise and in the Direct- Member ship from
& DIN Appoint- Experience Company orship -ship/ Inter-se which
ment held in Chair- the
other manship person
listed of other has
Comp- Board resigne
anies Commi- during
ttees Past
three
year
was the Chairman of Committee
the Company Law Chairman
Board for 12 years –
and had dealt with Stakeholders
Relationship
more than 3000 Committee
cases. 4. GVK
Power &
Infrastructure
Ltd.
Chairman
- Audit
Committee
5.
Peerless
Hotels
Ltd. -
Member-
Audit
Committee

Shri G.M. 12th 23rd Mr. Yadwadkar, is a Nil Nil Nil None IDBI
Y a d w a d - Septem- June, retired deputy Bank
kar ber, 1962 2022 Managing Director of Limited
IDBI Bank. He has
completed his
Bachelor’s Degree in
Engineering from V J
Technical Institute,
Mumbai and further
completed his
Masters of
Management Studies
from Jamnalal Bajaj
Institute of
M a n a g e m e n t
Studies, Mumbai. He
has done ICWA
Intermediate with First
Class and has
cleared CAIIB with
First Class. He has a
very rich and varied
experience of more
than three decades
in serving the Banking
Industry. He has been
instrumental in
framing and
executing various
core policies in IDBI
successfully.

12
Sanghi Industries Limited

Name Date Date Brief resume, Share- Details *Details Details of Listed
of of of Qualification holding of of relation- entity
Director Birth First Expertise and in the Direct- Member ship from
& DIN Appoint- Experience Company orship -ship/ Inter-se which
ment held in Chair- the
other manship person
listed of other has
Comp- Board resigne
anies Commi- during
ttees Past
three
year
Shri 29th 23rd Mr. Nanavati is a Nil The The None Nil
Sudhir Septem- June, multifaceted, Sandesh Sandesh
Nanavati ber, 1947 2022 magnanimous, and Limited Limited:
charismatic Member
personality Audit
shouldering Comm-
responsibility as the ittee,
President of GLS Chairman
University. He is a Stake-
Senior Advocate in holders
the Gujarat High Relation-
Court and the ship
Supreme Court, with Comm-
more than 50 years of ittee
legal experience. and
While he is widely Chairman
known for his Nomi-
expertise and nation
acumen in the legal and
domain, he has Remun-
broad institution- eration
building capabilities. Comm-
One of the leading ittee
educationists, the
Gujarat Law Society
has made significant
progress under his
leadership. He is also
an Honorary
Doctorate recipient
from Gujarat
University for his noble
service in the fields of
legal education and
social welfare. He is
actively involved in
various educational
associations,
including Forum of
Private Universities,
GSFC University,
Shreyarth University,
and National Law
University, Delhi, to
name a few. He is
also appointed as
Ambassador of
Gujarat for "Swachh

13
Sanghi Industries Limited

Name Date Date Brief resume, Share- Details *Details Details of Listed
of of of Qualification holding of of relation- entity
Director Birth First Expertise and in the Direct- Member ship from
& DIN Appoint- Experience Company orship -ship/ Inter-se which
ment held in Chair- the
other manship person
listed of other has
Comp- Board resigne
anies Commi- during
ttees Past
three
year
Bharat Abhiyan" by
the Hon’ble Chief
Minister of Gujarat
State and the
Government of India.
He has been
awarded "The
Contemporary
Achiever Award" by
Divya Bhaskar, the
"Gold Star Award" by
the Indian Achievers
Forum for Excellence
in Education and the
"Indian Achiever
Award" by the Indo-
Thai Business
Community Forum.

*Only Audit and Stakeholders Committee of other Public Limited Companies.

CONTACT DETAILS:
Company Sanghi Industries Ltd.
E-mail ID: companysecretary@sanghicement.com
E-voting Agency Central Depository Services (India) Limited
E-mail ID: helpdesk.evoting@cdslindia.com
Scrutinizer Shri Srikanth Sangai, Practising Company Secretary.
Email id: sangaisri@yahoo.com

14
Sanghi Industries Limited

ANNEXURE TO THE NOTICE


Explanatory Statement
(Pursuant to the provisions of Section 102 of the Companies Act, 2013)

In conformity with the provisions Section 102 of the Companies Act, 2013, the following Explanatory Statement
sets out all material facts relating to special businesses contained in the accompanying Notice.
Item No. 3
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 at the 30 th Annual General Meeting ('AGM') held
on 3rd July, 2018 for a period of 5 years, upto the conclusion of 35th AGM pursuant to the provisions of
Section 139 of the Companies Act, 2013. They are eligible for re-appointment for a further period of 5 years.
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 are very
reputed Audit firms. Based on the recommendations of the Audit Committee and taking into account their
past performance, their experience and expertise, the Board of Directors of the Company at their Meeting
held on 24th May, 2022 approved their re-appointment for a further period of five years from the conclusion
of this 35th Annual General Meeting till the conclusion of 40th Annual General Meeting to be held in the year
2027 at an Annual Remuneration of Rs. 37 lakhs (Rupees Thirty Seven Lakhs) for the financial year ending
31st March, 2023 plus out of pocket expenses and applicable taxes, if any, which is subject to approval
of shareholders in Annual General Meeting. The remuneration of the subsequent years of their tenure shall
be finalised / determined based on the recommendations of the Audit Committee considering their scope
of work and other relevant facts and as mutually decided between the Board of Directors and joint
Auditors.
M/s. Chaturvedi & Shah LLP and M/s. S. K. Mehta & Co. have given their consent for their re-appointment
as Joint Statutory Auditors of the Company and have issued certificate confirming that their re-appointment,
if made, will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013
('the Act') and the rules made thereunder. They have also confirmed that they are eligible for the proposed
appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made
thereunder and that they are independent from the Company according to the Code of Ethics issued by
the Institute of Chartered Accountants of India ('ICAI') and the ethical requirements relevant to audit. Both
the firms hold the valid ‘Peer Review’ certificate as issued by ‘ICAI’.
In accordance with the provisions of Section 139 and other applicable provisions, if any, of the Companies
Act, 2013 approval of members by way of Ordinary Resolution is required for re-appointment of Joint
Statutory Auditors of the Company.
Accordingly, the Board recommends the resolution set out at Item No. 3 of the Notice for approval by the
Members by way of an Ordinary Resolution.
None of the Directors, Key Managerial Personnel of the Company and/or their relatives are in any way
concerned or interested, financial or otherwise, in the proposed resolution.
Item No. 4
Shri Aditya Sanghi is a Whole Time Director of the Company and his tenure as a Whole Time Director will
expire / complete on 5 th September, 2022.
He is an alumnus of the reputed Rochester Institute of USA. He brings with him rich oeuvre of global
perspectives. He provides valuable expertise in management of the clinker and cement operations, and
the establishment and operation of thermal power plant. He has implemented numerous best manufacturing
practices and has successfully executed diverse projects for the company. His expertise endows vital
direction to the key functions of production, project management and corporate strategy.
During his tenure as a Whole Time Director of the Company he has continuously contributed in the growth
of the Company. Considering his education, expertise, knowledge, skill and taking into account other
several aspects and on the recommendations of Nomination and remuneration committee, the Board of
Directors of the Company have at their meeting held on 24th May, 2022, re-appointed him as a Whole Time
Director of the Company for a further period of five years w.e.f. 6 th September, 2022 including payment
15
Sanghi Industries Limited

of remuneration for a period of three years from 6th September, 2022 and on the terms and conditions as
mentioned below which is subject to the approval of the shareholders:
A. Salary: Rs. 1.25 Crore (Rupees One Crore Twenty Five Lacs Only) per annum with suitable break up
as per the rules of the Company.
He will be entitled for annual increment upto 25% of last salary drawn as may be finalized by
Nomination and Remuneration Committee.
B. In addition to above (A), commission @ 0.50% of net profits of each financial year as calculated
under the provisions of Section 198 of the Companies Act, 2013.
C. Perquisites:
Gratuity: The Company shall pay gratuity as per the Company’s rules.
Leave: He shall be entitled to leave benefits as per the Company’s rules.
D. He shall be liable to Retire by Rotation.
He shall be entitled for other benefits as per the rules of the Company as available to other senior
executives of the Company.
In the event of any loss, absence or inadequacy of profits of the Company, the Company can pay
remuneration to Shri Aditya Sanghi as mentioned above as minimum remuneration if the conditions
mentioned in Schedule V are fulfilled.
As per the provision of Sections 196, 197, Schedule V and all other applicable provisions of the Companies
Act, 2013 (the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force) and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018, the re-appointment of and payment of remuneration to Whole Time Director requires the approval
of the Shareholders in General Meeting by way of special resolution and hence necessary resolution has
been proposed for your approval.
The Board of Directors is of the view that the services of Shri Aditya Sanghi will be of immense value to the
Company. Your Directors, therefore, recommend his re-appointment as a Whole Time Director of the
Company and passing of the proposed Special Resolution.
Except Shri Aditya Sanghi, being an appointee, Shri Ravi Sanghi and Shri Alok Sanghi being relatives, none
of the other Directors, Key Managerial Personnel and their relatives are concerned or interested financially
or otherwise in the resolution.
Statement containing information required to be given as per item (iv) of third proviso of Section II of Part
II of Schedule V to the Companies Act, 2013.
I. General Information:
1. Nature of Industry : Cement Industry
2. The commercial operations have already begun.
3. The Company is not a new Company
4. Financial performance: (Rs. In Crore)

Particulars Year ended Year ended


(Audited) (Audited)
31.03.2022 31.03.2021
Total Income 1140.52 948.17
Operating Profit 120.92 176.28
Profit Before Tax 56.75 112.58
Profit After Tax 40.62 78.19
Total Comprehensive Income 40.49 78.38

16
Sanghi Industries Limited

5. There was export earnings amounting to Rs. 6532.85 lacs and outgo of Rs. 9595.97 lacs including
Rs 4549.21 lacs towards Capital Expenditure during the financial year 2021-22.
6. There are no foreign investments directly in the Company and the Company has not entered
into foreign collaboration.
II. Information about the appointee:
1. Background details: Shri Aditya Sanghi is an alumnus of the reputed Rochester institute of USA
and has work experience with leading American Companies. He has rich hands on experience
in management of the operations of the clinker and cement and implementation and operation
of thermal power plant. He has implemented many best practices of the manufacturing and
has successfully executed diverse projects for the Company. His expertise endows vital direction
to the key functions of production, project management and corporate strategy.
2. Past Remuneration: Shri Aditya Sanghi was paid remuneration of Rs. 10.42 Lakhs per month plus
perquisites and benefits during the financial year 2021-22.
3. Recognition and awards: Shri Aditya Sanghi was honored with “Young Entrepreneur of Kutch
Award” in the Jury Special Awards Category by then Hon’ble Chief Minister of Gujarat State
Smt. Anandiben Patel in the ceremony of “The FOKIA Excellence Awards -2013.” Mr. Aditya
Sanghi has also written various research articles on the process of manufacturing of cement.
4. Job profile and his suitability: The Whole-time Director is responsible for production, project and
corporate strategy subject to the superintendence, control and direction of the Board of
Directors. He has rich hands on experience in the management of clinker operations and
cement and implementation and operation of thermal power plant. His experience and
knowledge has helped the Company to a great extent.
5. Remuneration proposed: As per details given below.
6. There are no companies of the same size in the industry, as such there is no statistics available
of comparative remuneration profiles.
7. Besides the proposed remuneration and shareholding, Shri Aditya Sanghi has no pecuniary
relationship directly or indirectly with the Company.
III. Other information:
During the year ended 31st March 2022, the total revenue was Rs. 1140.52 Crores against Rs. 948.17
Crores in the previous year. Company reported a net profit after tax of Rs. 40.62 Crores for the year
ended 31st March, 2022 as against a profit of Rs. 78.19 crores in the previous fiscal year. The Total
Comprehensive Income for the year is Rs. 40.49 Crores against Rs. 78.38 Crores in previous year. The
earnings per share (EPS) for 2021-22 stood at Rs. 1.62 as against EPS of Rs. 3.12 in previous financial
year.
The Company has emerged as a major cement player in western India over the last few years. It is
ranked as the second largest cement plant at one location in India. It is one of the top 3 players in
Gujarat and is also increasing its presence in Maharashtra, Rajasthan and Kerala.
The profits of the Company are in line with the current industrial scenario and are reasonable. The
Company’s products are very well accepted in the local as well as international market. The Company
has made significant growth and the sales of the Company has increased from time to time.
Due to increase in cost of raw materials consumed, power and fuel, selling expenses etc there is
impact on Company’s profitability and hence the profits are lower as compared to previous years.
However, the Company is very positive about its future potential in the Industry and the continuous
and untiring efforts of the Company will help the Company to further improve its results and profitability.
The Company has taken a series of steps under the guidance of Shri Aditya Sanghi for improvement
in Manufacturing process.
IV. Disclosures:
A. Salary:
Rs. 1.25 Crore (Rupees One Crore Twenty Five lac Only) per annum. The Nomination and Remuneration
committee may give increment up to 25 % of last salary drawn depending upon work performance,
working of the Company etc. as per the rules of the Company.

17
Sanghi Industries Limited

B. Commission:
Commission @ 0.50% of net profits of each financial year as calculated under the provisions of
Section 198 of the Companies Act, 2013.
C. Perquisites:
1. Gratuity: The Company shall pay gratuity as per the Company’s rules.
2. Leave: He shall be entitled to leave benefits as per the Company’s rules.
3. He will be entitled for other benefits as per the rules of the Company as available to other
senior executives of the Company.
4. Notice period: The agreements may be terminated by either party giving the other party six
months notice in writing of such termination.
5. Stock option: The Company has not formulated any scheme for giving stock options to its
employees, Managing Director and Executive Directors.
Item No. 5
Shri Alok Sanghi is a Whole Time Director of the Company and his tenure as a Whole Time Director will
expire / complete on 5 th September, 2022.
He is armed with a degree in Finance and Management from Kelley School of Business, Indiana University,
Bloomington, USA. He, brings immense knowledge and experience of the global Financial Services sector.
Under his direction the company has successfully launched products in Domestic and International Markets.
His business acumen lends crucial competence to the commercial, shipping, marketing strategies and
corporate affairs of the company.
During his tenure as a Whole Time Director of the Company he has continuously contributed in the growth
of the Company. Considering his education, expertise, knowledge, skill and taking into account other
several aspects and on the recommendations of Nomination and remuneration committee, the Board of
Directors of the Company have at their meeting held on 24th May, 2022, re-appointed him as a Whole Time
Director of the Company for a further period of five years w.e.f. 6 th September, 2022 including payment
of remuneration for a period of three years from 6th September, 2022 and on the terms and conditions as
mentioned below which is subject to the approval of the members:
A. Salary: Rs. 1.25 Crore (Rupees One Crore Twenty Five Lacs Only) per annum with suitable break up
as per the rules of the Company.
He will be entitled for annual increment upto 25% of last salary drawn as may be finalized by
Nomination and Remuneration Committee.
B. In addition to above (A), commission @ 0.50% of net profits of each financial year as calculated
under the provisions of Section 198 of the Companies Act, 2013.
C. Perquisites:
Gratuity: The Company shall pay gratuity as per the Company’s rules.
Leave: He shall be entitled to leave benefits as per the Company’s rules.
D. He shall be liable to Retire by Rotation.
He shall be entitled for other benefits as per the rules of the Company as available to other senior
executives of the Company.
In the event of any loss, absence or inadequacy of profits of the Company, the Company can pay
remuneration to Shri Alok Sanghi as mentioned above as minimum remuneration if the conditions mentioned
in Schedule V are fulfilled.
As per the provision of Sections 196, 197, Schedule V and all other applicable provisions of the Companies
Act, 2013 (the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force) and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018, the re-appointment of and payment of remuneration to Whole Time Director requires the approval

18
Sanghi Industries Limited

of the Shareholders in General Meeting by way of special resolution and hence necessary resolution has
been proposed for your approval.
The Board of Directors is of the view that the services of Shri Alok Sanghi will be of immense value to the
Company. Your Directors, therefore, recommend his re-appointment as a Whole Time Director of the
Company and passing of the proposed Special Resolution.
Except Shri Alok Sanghi, being an appointee, Shri Ravi Sanghi and Shri Adita Sanghi being relatives, none
of the other Directors, Key Managerial Personnel and their relatives are concerned or interested financially
or otherwise in the resolution.
Statement containing information required to be given as per item (iv) of third proviso of Section II of Part
II of Schedule V to the Companies Act, 2013.
I. General Information:
1. Nature of Industry : Cement Industry
2. The commercial operations have already begun.
3. The Company is not a new Company
4. Financial performance: (Rs. In Crore)
Particulars Year ended Year ended
(Audited) (Audited)
31.03.2022 31.03.2021
Total Income 1140.52 948.17
Operating Profit 120.92 176.28
Profit Before Tax 56.75 112.58
Profit After Tax 40.62 78.19
Total Comprehensive Income 40.49 78.38
5. There was export earnings amounting to Rs. 6532.85 lacs and outgo of Rs. 9595.97 lacs including
Rs 4549.21 lacs towards Capital Expenditure during the financial year 2021-22.
6. There are no foreign investments directly in the Company and the Company has not entered
into foreign collaboration.
II. Information about the appointee:
1. Background details: Shri Alok Sanghi is armed with a degree in Finance and Management from
Kelley School of Business, Indiana University, Bloomington, USA, He, brings immense knowledge
and experience of the global Financial Services sector. Under his direction the company has
successfully launched products in Domestic and International Markets. His business acumen
lends crucial competence to the commercial, shipping, marketing strategies and corporate
affairs of the company.
2. Past Remuneration: Shri Alok Sanghi was paid remuneration of Rs. 10.42 Lakhs per month plus
perquisites and benefits during the financial year 2021-22.
3. Recognition and awards: Shri Alok Sanghi was honored with “Young Entrepreneur of Kutch
Award” in the Jury Special Awards Category by then Hon’ble Chief Minister of Gujarat State
Smt. Anandiben Patel in the ceremony of “The FOKIA Excellence Awards - 2013.” Mr. Alok
Sanghi has also written various research articles on the marketing strategies and corporate
affairs.
4. Job profile and his suitability: The Whole-time Director is responsible for marketing and corporate
strategies subject to the superintendence, control and direction of the Board of Directors. His
experience and knowledge has helped the Company to a great extent.
5. Remuneration proposed: As per details given below.
6. There are no companies of the same size in the industry, as such there is no statistics available
of comparative remuneration profiles.
19
Sanghi Industries Limited

7. Besides the proposed remuneration and Shareholding, Shri Alok Sanghi has no pecuniary
relationship directly or indirectly with the Company.
III. Other information:
During the year ended 31st March 2022, the total revenue was Rs. 1140.52 Crores against Rs. 948.17
Crores in the previous year. Company reported a net profit after tax of Rs. 40.62 Crores for the year
ended 31 st March, 2022 as against a profit of Rs. 78.19 crores in the previous fiscal. The Total
Comprehensive Income for the year is Rs. 40.49 Crores against Rs. 78.38 Crores in previous year. The
earnings per share (EPS) for 2021-22 stood at Rs. 1.62 as against EPS of Rs. 3.12 in previous financial
year.
The Company has emerged as a major cement player in western India over the last few years. It is
ranked as the second largest cement plant at one location in India. It is one of the top 3 players in
Gujarat and is also increasing its presence in Maharashtra, Rajasthan and Kerala.
The profits of the Company are in line with the current industrial scenario and are reasonable. The
Company’s products are very well accepted in the local as well as international market. The Company
has made significant growth and the sales of the Company has increased from time to time.
Due to increase in cost of raw materials consumed, power and fuel, selling expenses etc there is
impact on Company’s profitability and hence the profits are lower as compared to previous years.
However, the Company is very positive about its future potential in the Industry and the continuous
and untiring efforts of the Company will help the Company to further improve its results and profitability.
The Company has taken a series of steps under the guidance of Shri Alok Sanghi for improvement
and development of the Company
IV. Disclosures:
A. Salary:
Rs. 1.25 Crore (Rupees One Crore Twenty Five lac Only) per annum. The Nomination and Remuneration
committee may give increment up to 25 % of last salary drawn depending upon work performance,
working of the Company etc. as per the rules of the Company.
B. Commission:
Commission @ 0.50% of net profits of each financial year as calculated under the provisions of
Section 198 of the Companies Act, 2013.
C. Perquisites:
1. Gratuity: The Company shall pay gratuity as per the Company’s rules.
2. Leave: He shall be entitled to leave benefits as per the Company’s rules.
3. He will be entitled for other benefits as per the rules of the Company as available to other
senior executives of the Company.
4. Notice period: The agreements may be terminated by either party giving the other party six
months notice in writing of such termination.
5. Stock option: The Company has not formulated any scheme for giving stock options to its
employees, Managing Director and Executive Directors.
Item No. 6
Smt. Bina Engineer is a Whole Time Director of the Company and her tenure as a Whole Time Director will
expire / complete on 5 th September, 2022.
She is a qualified Chartered Accountant having rich and varied experience of more than three decades
in the areas of Project and Corporate finances. She has successfully arranged the project funds, take out
finance, working capital requirements etc. Presently, she is responsible for the Corporate and Project
Finance affairs of the Company. During her tenure as Whole Time Director, she has continuously contributed
to great extent in the growth of the Company.
During her tenure as a Whole Time Director of the Company she has continuously contributed in the growth
of the Company. Considering her education, expertise, knowledge, skill and taking into account other
several aspects and on the recommendations of Nomination and remuneration committee, the Board of
Directors of the Company have at their meeting held on 24 th May, 2022, re-appointed her as a Whole Time
20
Sanghi Industries Limited

Director of the Company for a further period of five years w.e.f. 6 th September, 2022 including payment
of remuneration for a period of three years from 6th September, 2022 and on the terms and conditions as
mentioned below which is subject to the approval of the members:
A. Salary: Rs. 1.25 Crore (Rupees One Crore Twenty Five Lacs Only) per annum with suitable break up
as per the rules of the Company.
She will be entitled for annual increment upto 25% of last salary drawn as may be finalized by
Nomination and Remuneration Committee.
B. In addition to above (A), commission @ 0.50% of net profits of each financial year as calculated
under the provisions of Section 198 of the Companies Act, 2013.
C. Perquisites:
Gratuity: The Company shall pay gratuity as per the Company’s rules.
Leave: She shall be entitled to leave benefits as per the Company’s rules.
D. She shall be liable to Retire by Rotation.
She shall be entitled for other benefits as per the rules of the Company as available to other senior
executives of the Company.
In the event of any loss, absence or inadequacy of profits of the Company, the Company can pay
remuneration to Smt. Bina Engineer as mentioned above as minimum remuneration if the conditions
mentioned in Schedule V are fulfilled.
As per the provision of Sections 196, 197, Schedule V and all other applicable provisions of the Companies
Act, 2013 (the “Act”) and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force) and
Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018, re-appointment of and payment of remuneration to Whole Time Director requires the approval of
the Shareholders in General Meeting by way of special resolution and hence necessary resolution has
been proposed for your approval.
The Board of Directors is of the view that the services of Smt. Bina Engineer will be of immense value to
the Company. Your Directors, therefore, recommend her re-appointment as a Whole Time Director of the
Company and passing of the proposed Special Resolution.
Except Smt. Bina Engineer, being an appointee, none of the other Directors, Key Managerial Personnel and
their relatives are concerned or interested financially or otherwise in the resolution.
Statement containing information required to be given as per item (iv) of third proviso of Section II of Part
II of Schedule V to the Companies Act, 2013.
I. General Information:
1. Nature of Industry : Cement Industry
2. The commercial operations have already begun.
3. The Company is not a new Company
4. Financial performance: (Rs. In Crore)

Particulars Year ended Year ended


(Audited) (Audited)
31.03.2022 31.03.2021
Total Income 1140.52 948.17
Operating Profit 120.92 176.28
Profit Before Tax 56.75 112.58
Profit After Tax 40.62 78.19
Total Comprehensive Income 40.49 78.38

21
Sanghi Industries Limited

5. There was export earnings amounting to Rs. 6532.85 lacs and outgo of Rs. 9595.97 lacs including
Rs 4549.21 lacs towards Capital Expenditure during the financial year 2021-22.
6. There are no foreign investments directly in the Company and the Company has not entered
into foreign collaboration.
II. Information about the appointee:
1. Background details: Smt. Bina Engineer is a qualified Chartered Accountant having rich and
varied experience of more than three decades in the areas of Project and Corporate finances.
She has successfully arranged the project funds, take out finance, working capital requirements
etc.
2. Past Remuneration: Smt. Bina Engineer was paid remuneration of Rs. 10.42 Lakhs per month
plus perquisites and benefits during the financial year 2021-22.
3. Recognition and awards: She has been awarded with “Best Woman CFO Award 2018” by Yes
Bank and Business World Magazine on 11th May, 2018 at Delhi. Earlier, she has been conferred
the Best CA CFO Award 2016 by Institute of Chartered Accountants of India and CFO 100 Roll
of Honours – 2018, by CFO India chapter.
4. Job profile and her suitability: Smt. Bina Engineer is responsible for the Corporate and Project
Finance affairs of the Company. Her rich and varied experience and knowledge in Project and
Corporate Finance has helped the Company to a great extent.
5. Remuneration proposed: As per details given above.
6. There are no companies of the same size in the industry, as such there is no statistics available
of comparative remuneration profiles.
7. Besides the proposed remuneration and shareholding, Smt. Bina Engineer has no pecuniary
relationship directly or indirectly with the Company. Also she is not directly or indirectly related
to any Director, Promoter or Key Managerial Personnel of the Company.
III. Other information:
During the year ended 31st March 2022, the total revenue was Rs. 1140.52 Crores against Rs. 948.17
Crores in the previous year. Company reported a net profit after tax of Rs. 40.62 Crores for the year
ended 31 st March, 2022 as against a profit of Rs. 78.19 crores in the previous fiscal. The Total
Comprehensive Income for the year is Rs. 40.49 Crores against Rs. 78.38 Crores in previous year. The
earnings per share (EPS) for 2021-22 stood at Rs. 1.62 as against EPS of Rs. 3.12 in previous financial
year.
The Company has emerged as a major cement player in western India over the last few years. It is
ranked as the second largest cement plant at one location in India. It is one of the top 3 players in
Gujarat and is also increasing its presence in Maharashtra, Rajasthan and Kerala.
The profits of the Company are in line with the current industrial scenario and are reasonable.
The Company’s products are very well accepted in the local as well as international market. The
Company has made significant growth and the sales of the Company has increased from time to
time.
Due to increase in cost of raw materials consumed, power and fuel, selling expenses etc there is
impact on Company’s profitability and hence the profits are lower as compared to previous years.
However, the Company is very positive about its future potential in the Industry and the continuous
and untiring efforts of the Company will help the Company to further improve its results and profitability.
The Company has taken a series of steps under the guidance of Smt. Bina Engineer for effective and
efficient financial management .
IV. Disclosures:
A. Salary:
Rs. 1.25 Crore (Rupees One Crore Twenty Five lac Only) per annum. The Nomination and Remuneration
committee may give increment up to 25 % of last salary drawn depending upon work performance,
working of the Company etc. as per the rules of the Company.

22
Sanghi Industries Limited

B. Commission:
Commission @ 0.50% of net profits of each financial year as calculated under the provisions of
Section 198 of the Companies Act, 2013.
C. Perquisites:
1. Gratuity: The Company shall pay gratuity as per the Company’s rules.
2. Leave: She shall be entitled to leave benefits as per the Company’s rules.
3. She will be entitled for other benefits as per the rules of the Company as available to other
senior executives of the Company.
4. Notice period: The agreements may be terminated by either party giving the other party six
months notice in writing of such termination.
5. Stock option: The Company has not formulated any scheme for giving stock options to its
employees, Managing Director and Executive Directors.
Item No. 7
Shri Sundaram Balasubramanian (holding DIN: 02849971) was appointed as an Independent Director of
the Company for a tenure of 5 years till 8th November, 2022.
In accordance with Section 149(10) and (11) of the Companies Act, 2013 ('the Act'), an Independent
Director shall hold office for a term up to five years on the Board of the Company, but shall be eligible
for re-appointment on passing of a special resolution by the Company.
He fulfils the requirement of Independent Director as laid down under Section 149 of the Companies Act,
2013 read with the Rules framed thereunder and is eligible for re-appointment as an Independent Director.
The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member signifying
his intention to propose candidature of Shri Sundaram Balasubramanian as an Independent Director, to
be re-appointed under the provisions of Section 149(10) of the Act.
The Company has received from him a declaration that he meets the criteria of independence as provided
under Section 149(6) of the Act, in connection with his re-appointment as an Independent Director. In the
opinion of the Board and based on the Board’s evaluation, he fulfils the conditions specified in the SEBI
Listing Regulations, the Act and the Rules framed thereunder for his re-appointment as an Independent
Director from the Company and he is independent of the Management of the Company.
Considering his education, qualification, experience and expertise, performance evaluation, his past
association with the Company and other several aspects and taking into account the fact that his association
with the Company will be of immense benefit to the Company and on the basis of recommendation by
the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed his
re-appointment as an Independent Director of the Company for a second term of five years w.e.f.
9 th November, 2022.
Further, as per the Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018 the approval of the shareholders is also required by way of special resolution for continuing
the Directorship of any non-executive Director who have attained the age of 75 years. Approval under
said regulation was also obtained at the time of his appointment.
Your Directors recommend the passing of the proposed Special Resolution.
All the relevant documents, i.e. appointment letter, the terms and conditions of the re-appointment of Shri
Sundaram Balasubramanian as an Independent Director of the Company is availablefor inspection by the
Members at the Registered Office of the Company between 10:00 am to 5:00 pm on all working days
(Monday to Friday) except Saturdays, Sundays and holidays upto the date of Annual General Meeting.
Except Shri Sundaram Balasubramanian, being an appointee, none of the other Directors, Key Managerial
Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in
the proposed resolution.
Item No. 8
The Board of Directors of the Company at its meeting held on 24 th May 2022 has based on the
recommendation of the Nomination and remuneration committee appointed Shri G. M. Yadwadkar as an
23
Sanghi Industries Limited

Additional Director (to be categorized as an Independent Director) with effect from 23 rd June 2022 subject
to the approval of members at the ensuing General Meeting.
Shri G. M. Yadwadkar is a retired deputy Managing Director of IDBI Bank. He has completed his Bachelor’s
Degree in Engineering from V J Technical Institute, Mumbai and further completed his Masters of
Management Studies from Jamnalal Bajaj Institute of Management Studies, Mumbai. He has done ICWA
Intermediate with First Class and has cleared CAIIB with First Class. He has a very rich and varied experience
of more than three decades in serving the Banking Industry. He has been instrumental in framing and
executing various core policies in IDBI successfully.
The Company has received from him requisite consent, intimation and a declaration that he meets the
criteria of independence as provided under Section 149(6) of the Act, in connection with his appointment
as an Independent Director. The Company has also received a notice in writing under section 160 of the
Companies Act, 2013 from a member proposing candidature of Shri G. M. Yadwadkar for the office of
Director of the Company. In the opinion of the Board, he fulfills the conditions of Independence as
specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and he is Independent of the promoters and Management of the Company.
Pursuant to the provisions of Section 149 and other applicable provisions if any of the provisions of Companies
Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 approval of members by way of Special resolution is required for appointment of Independent
Director.
Considering his experience, expertise, skills, and knowledge it would be advisable and in the interest of the
Company to appoint him as a Director (Independent category) on the Board.
A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of
appointment of Independent Directors is available for inspection during business hours by the Members at
the Registered Office of the Company between 10:00 am to 5:00 pm on all working days (Monday to
Friday) except Saturdays, Sundays and holidays upto the date of Annual General Meeting.
Your Directors recommend the passing of the proposed Special Resolution.
Except Shri G.M. Yadwadkar, being an appointee, none of the other Directors, Key Managerial Personnel
of the Company and/or their relatives are concerned or interested, financially or otherwise, in the proposed
resolution.
Item No. 9
The Board of Directors of the Company at its meeting held on 24 th May 2022 has based on the
recommendation of the Nomination and remuneration committee appointed Shri Sudhir Nanavati as an
Additional Director (to be categorized as an Independent Director) with effect from 23 rd June 2022 subject
to the approval of members at the ensuing General Meeting.
Shri Sudhir Nanavati, aged 74 years is a Senior advocate. He is is a multifaceted, magnanimous, and
charismatic personality shouldering responsibility as the President of GLS University. He is a Senior Advocate
in the Gujarat High Court and the Supreme Court, with more than 50 years of legal experience. While he
is widely known for his expertise and acumen in the legal domain, he has broad institution- building
capabilities. One of the leading educationists, the Gujarat Law Society has made significant progress
under his leadership. He is also an Honorary Doctorate recipient from Gujarat University for his noble service
in the fields of legal education and social welfare. He is actively involved in various educational associations,
including Forum of Private Universities, GSFC University, Shreyarth University, and National Law University,
Delhi, to name a few. He is also appointed as Ambassador of Gujarat for "Swachh Bharat Abhiyan" by the
Hon’ble Chief Minister of Gujarat State and the Government of India. He has been awarded "The
Contemporary Achiever Award" by Divya Bhaskar, the "Gold Star Award" by the Indian Achievers Forum
for Excellence in Education and the "Indian Achiever Award" by the Indo-Thai Business Community Forum.
The Company has received from him requisite consent, intimation and a declaration that he meets the
criteria of independence as provided under Section 149(6) of the Act, in connection with his appointment
as an Independent Director. The Company has also received a notice in writing under section 160 of the
Companies Act, 2013 from a member proposing candidature of Shri Sudhir Nanavati for the office of
Director of the Company. In the opinion of the Board, he fulfills the criteria of Independence as specified
in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and he is Independent of the promoters and management of the Company.

24
Sanghi Industries Limited

Pursuant to the provisions of Section 149 and other applicable provisions if any of the provisions of Companies
Act, 2013 read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 approval of members by way of Special resolution is required for appointment of Independent
Director.
Further, as per the Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018 the approval of the shareholders is also required by way of special resolution for continuing
the Directorship of any non-executive Director who have attained the age of 75 years.
Considering his experience, expertise, skills, and knowledge it would be advisable and in the interest of the
Company to appoint him as a Director (Independent category) on the Board and to continue to avail his
services on his attaining the age of 75 years in terms of Regulation 17 (1A) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of
appointment of Independent Directors is available for inspection during the business hours by the members
at the Registered office of the Company between 10.00 am to 5.00 pm on all working days (Monday to
Friday) except Saturdays, Sundays and Holidays upto to the date of Annual General Meeting.
Your Directors recommend the passing of the proposed Special Resolution.
Except Shri Sudhir Nanavati, being an appointee, none of the other Directors, Key Managerial Personnel
of the Company and/or their relatives are concerned or interested, financially or otherwise, in the proposed
resolution.
Item No. 10
The Board on recommendation of the Audit Committee has approved the appointment and remuneration
of the Cost Auditors to conduct the audit of the Cost records of the Company for the financial year 2022-
23.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with The Companies
(Audit and Auditors) Rules 2014, the remuneration payable to the Cost Auditors has to be ratified by the
Shareholders of the Company.
Accordingly, consent of the shareholders is sought for ratification of the remuneration payable to the Cost
Auditors for the financial year 2022-23.
Your Directors recommend the passing of the proposed Ordinary Resolution.
None of the Directors, Key Managerial Personnel of the Company and/or their relatives are in any way
concerned or interested, financially or otherwise, in the proposed resolution.

Registered Office: By Order of the Board


Sanghinagar P.O., For Sanghi Industries Limited
Hayatnagar Mandal, R. R. District,
Telangana – 501 511

Place: Ahmedabad Anil Agrawal


Date : 24th May, 2022 Company Secretary

25
Sanghi Industries Limited

Vision
“To be the business leader, delivering superior value to all our stakeholders”

Mission
“Achieve profitable growth and customer delight through innovation, operational excellence, leadership
and teamwork to add value for all stakeholders and society.”

Values (Five Cs)


” Care for all stakeholders
” Continuous learning and growth
” Commitment to excellence
” Corporate Governance based on Trust and Integrity
” Concern for society

Contents
Particulars Page No.

Board of Directors 2-2

Directors’ Report 3-13

Management Discussion and Analysis 14-17

Annexure to Directors’ Report 18-66


Auditors’ Report 67-78

Balance Sheet 79-79

Profit & Loss Account 80-80

Cash flow Statement 81-81

Notes to Accounts 82-122

1 35th Annual Report 2021-22


Sanghi Industries Limited

Board of Directors
Shri Ravi Sanghi Chairman and Managing Director
Shri Aditya Sanghi Executive Director
Shri Alok Sanghi Executive Director
Smt. Bina Engineer Executive Director
Shri N. B. Gohil Executive Director
Shri D. K. Kambale Independent Director
Shri Sadashiv Sawrikar Independent Director
Shri D.B.N.Rao Independent Director
Shri S. Balasubramanian Independent Director
Shri Arvind Agarwal Independent Director (w.e.f. 12.08.2021)
Ms. Raina Desai Independent Director

Company Secretary Shri Anil Agrawal

Joint Statutory Auditors


M/s. Chaturvedi & Shah LLP M/s. S. K. Mehta & Co.
Chartered Accountants Chartered Accountants
Mumbai Delhi

Registered Office Cement Works


Sanghinagar P.O. Village Motiber,
Hayatnagar Mandal, R R District, Taluka Abdasa, Kutch District,
Telangana - 501 511 Sanghipuram - 370 511, Gujarat
Tel Nos. 08415 - 242240 Tel Nos. 02831 - 274131/32/33
Fax Nos.08415 - 242239 Fax Nos.02831 - 274115/23

Corporate Office Mumbai Office


10th Floor, Kataria Arcade, 110, B Wing, Krishna Commercial Centre,
Off. S. G. Highway, 6, Udyog Nagar, Near Kamath Club,
Post: Makaraba, S.V.Road, Goregaon (West),
District: Ahmedabad – 380 051 Mumbai – 400 062
Tel Nos. 079 - 2683 8000 Tel Nos. 022 – 2871 3120
Fax Nos.079 - 2683 8111 Fax Nos. 022 – 2871 3126

Email : companysecretary@sanghicement.com
Website : www.sanghicement.com
CIN : L18209TG1985PLC005581

35th Annual Report 2021-22 2


Sanghi Industries Limited

DIRECTORS’ REPORT
To
The Members of
Sanghi Industries Limited

Your Directors take pleasure in presenting the 35 th Annual Report together with the audited financial
statements for the year ended 31st March, 2022.
Financial Performance: (J in Crore)

Particulars 2021-22 2020-2021


Total Income 1140.52 948.17
Profit before Interest, Depreciation and Taxation 202.88 249.46
Interest 81.96 73.18
Operating Profit 120.92 176.28
Depreciation 64.17 63.70
Profit Before Tax (PBT) 56.75 112.58
Current tax adjustments for earlier years 1.53 0.00
Deferred Tax (including Derecognition of earlier years MAT credit) 14.60 34.39
Profit After Tax (PAT) 40.62 78.19
Other Comprehensive Income - -
Items that will not be reclassified to profit or loss (0.18) 0.26
Income tax related to items that will not be reclassified to profit or loss 0.05 (0.07)
Total Comprehensive Income 40.49 78.38
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’) vide its notification dated 5 th 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, 2022, 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, 2022, the total revenue was Rs. 1140.52 Crores against Rs. 948.17Crores
in the previous year. The Profit Before Tax for the year has been Rs. 56.75 Crores against Rs. 112.58 Crores
in previous year. The Profit After Tax for the year has been Rs. 40.62 Crores against Rs. 78.19 Crores in
previous year. The Total Comprehensive Income for the year is Rs. 40.49 Crores, against Rs. 78.38 Crores in
previous year.
The results are analysed at length in Management Discussion and Analysis report.
Non-Convertible Debentures (NCDs):
As on 31st March 2022 the Company has outstanding Non Convertible Debentures of Rs. 305 Crore issued
on 23rd February 2021 having ISIN INE999B07036 and are listed and available for trading on BSE Limited.

3 35th Annual Report 2021-22


Sanghi Industries Limited

Impact of COVID-19
The Covid – 19 crisis continued to impact during the financial year 2021-22 as well. As the pandemic
prolonged another year the Company decided to give utmost priority to ensure the health and wellbeing
of all employees and stated promoting vaccination drives and awareness campaigns and offering assistance
at various vaccine centers.
The Company during the financial year 2021-22 have carried out various wellness programs in coordination
with the health professionals and hospitals for employees of the Company and other residents in the
adjoining vicinity of the plant of the Company.
The Company continues to follow necessary safety and hygiene protocols like wearing of face masks,
social distancing norms, workplace sanitation and employee awareness programmes in compliance with
the regulations of the local authorities and government from time to time.
Management believes that impact is likely to be short term in nature. The management does not see any
medium to long term risks in the company’s ability to meet the its liabilities as and when fall due.
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), 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 2021-22.
Subsidiary Company
As at 31st March 2022, 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, 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.
Re-appointment of Whole Time Directors:
Shri Aditya Sanghi (holding DIN: 00033755), Shri Alok Sanghi (holding DIN: 00033506) and Smt. Bina Engineer
(holding DIN: 01653392) have been re-appointed as Whole Time Directors of the Company for a period
of five years with effect from 6th September, 2022 subject to approval of the Members at the ensuing

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Sanghi Industries Limited

Annual General Meeting. The resolutions proposing their re-appointment are set out in the notice convening
the Annual General Meeting
Retirement of Independent Directors:
Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with the rules framed thereunder
and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time, the second term of Shri Sadashiv Sawrikar (DIN: 02073022), Shri D K Kambale
(DIN: 00020656) and Shri D.B.N. Rao (DIN: 01180539) as Independent Directors will be completed on 23 rd
June, 2022 and accordingly they will cease to be Independent Directors of the Company from closing of
business hours of 23rd June, 2022.
The Board places on record its appreciation for the services rendered by them during their tenure as
Independent Directors of the Company.
Appointment of Independent Directors:
In accordance with the provisions of Section 149, 161 and other applicable provisions, if any of the
Companies Act, 2013 and the rules framed thereunder, the Board of Directors of the Company at their
meeting held on 24th May, 2022 have appointed Shri G. M. Yadwadkar (DIN: 01432796) and Shri Sudhir
Nanavati (DIN: 00050236) as Additional Directors (categorized as an Independent Director) of the Company
w.e.f. 23rd June, 2022 to hold office till the ensuring Annual General Meeting. or three months from the date
of their appointment whichever is earlier.
The resolutions proposing their regularization (as an Independent Directors) are set out in the Notice of the
ensuing Annual General Meeting.
Re-appointment of Independent Director:
In accordance with the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV and
rules framed thereunder and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 as amended from time to time, Shri S Balasubramanian holding (DIN: 02849971) who was
appointed as an Independent Director for a period of five consecutive years shall hold office till
8th November, 2022. The resolution proposing his re-appointment for another term of five consecutive years
is set out in the Notice of the ensuing Annual General Meeting.
In accordance with the provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time, Shri S Balasubramanian holding (DIN:
02849971), Independent Director who has attained the age of 75 years and Shri Sudhir Nanavati holding
(DIN: 00050236), Independent Director who will attain the age of 75 years in September, 2022. The resolutions
proposing to continue to avail their services as Independent Directors are set out in the notice of the
ensuing Annual General Meeting.
Your Directors recommends passing of the above proposed resolutions relating to appointment and re-
appointment of Directors as well as whole Time Directors.
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) 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.

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Sanghi Industries Limited

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, 2022 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 period ended 31 st March, 2022 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 Four (4) 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.

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Sanghi Industries Limited

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 read with 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 five years to hold the
office till the conclusion of ensuing Annual General Meeting and they are eligible for re-appointment.
The Board is of the opinion that continuation of 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, as joint Statutory Auditors will be in the best interest of the
Company.
The 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 Companies Act, 2013 and the firm satisfies the
criteria specified in Section 141 of the Companies Act, 2013 read with the rules farmed thereunder.
Accordingly, a resolution seeking members’ approval for their re-appointment as Joint Statutory Auditors
of the Company for the further period of five consecutive years from the conclusion of this Annual General
Meeting till the conclusion of 40th Annual General Meeting to be held in the financial year 2027 is included
in the Notice convening the next Annual General Meeting.
The Board recommends passing of the proposed resolution.
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 2021-22 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.

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Sanghi Industries Limited

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 2021-23. 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 2022-23. The Audit report on the cost records
of the Company for the year ended 31st March, 2022 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, 2021 has been
submitted to the Central Government with in prescribed time limit.
Audit Committee
The Audit Committee of the Company as on 31st March, 2022 consists of following Directors as its members:
1. Shri Sadashiv Sawrikar - Chairman
2. Shri D K Kambale - Member
3. Shri D B N Rao - 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 2021-22 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

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Sanghi Industries Limited

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 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 Companyhttps:/
/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 1000 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 1000 companies, as per the market capitalization as on 31 st March, 2022, it is applicable to your
company. The Business Responsibility Report of the Company for the year ended 31 st March, 2022 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 Non-Convertible Debentures (NCDs) of the Company 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 2022-23 to both the Stock Exchanges.

9 35th Annual Report 2021-22


Sanghi Industries Limited

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'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
• Up-gradation of air pollution control systems like bag house and ESPs
• Real time monitoring of emission data through online continuous emission monitoring system
• Maintain 100% recycling of KPD in the process
• Enhancement of composite cement mix to enhance ash and slag utilization
• Regular carbon footprint analysis for greenhouse gas emission reduction
• Massive plantation in the entire complex
• Water audit has been carried out for optimization of water consumption in all the units & increased
the efficiency of cooling tower.
• 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

• Conservation of energy
(i) the steps taken or impact on • Installation of turbo blowers for SLC firing
conservation of energy; • Process optimization in Clinker and Cement plant
• Optimization of compressors by arresting air leakages
• Optimization of compressors by adjusting the load & unload
pressure.
• Optimization of fuel fineness, excess air & false air ingress
and flow in Clinker plant
• Installation of LED lights in place of conventional lights
• Replacement of scatter ring in the raw mill to increase the
mill output
• Installation of occupancy sensors in offices & electrical sub-
stations for ON-OFF of power supply
• Utilization of liquid and solid alternative fuel in the Klin
• Reduction in electrical energy consumption in grinding
process
• To avoid the idle running of transport equipment like belt
conveyors etc.

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Sanghi Industries Limited

(ii) the steps taken by the company • Provided advance feeding system for liquid & solid
for utilizing alternate sources of alternative fuel & raw material (AFR) 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 7% 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 Rs. 114 Lakhs
conservation equipment's
• Technology absorption
(i) the efforts made towards • The MIS Cell & Energy Steering Committee is working on
technology absorption; 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 Product improvement, cost reduction, product development
improvement, cost reduction, & import substitution
product development or import
substitution
(iii) in case of imported technology State of the art technology
(imported during the last three
years reckoned from the beginning
of the financial year:-
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 NA
where absorption has not taken
place, and the reasons thereof;
( c ) Research and Development
(i) Specific areas in which R&D • Improvement in existing production process(s)
carried out by the Company • Energy conservation.
• Pollution Control
• Alternative Fuel and Raw Material
• Water conservation

11 35th Annual Report 2021-22


Sanghi Industries Limited

(ii) Benefits derived as result of the • Clinker quality improvement by raw mix optimization.
above R&D • Enhancement in TSR (Thermal Substitution Rate) by utilizing
of liquid & solid alternate fuel.
• Enhance fly ash addition in PPC
• Improvement in refractory lining practices by deploying
two brick lining machine and achieved kiln lining work 18
mtr/day.
• Reduction in specific clay consumption.
• Improvement in clinker factor by adding high ash coal.
• Mineral Gypsum replaced by Chemical Gypsum after
successful trails.
• Reduction in specific water consumption.
• Development of rain water harvesting reservoir.
• AFR system upgradation as second line started to increase
the TSR.
(iii) Future Plan of Action • Increase addition of fly ash in PPC production
• Replacement of Pond Ash by using waste material of Iron
Industries i.e. iron sludge & iron oxide in Raw Mix
• Reduction in clinker factor in PPC by 1%
• Up-gradation of clinker feeding circuit
• Installation of blasters at gypsum hoppers, pond ash & silica
sand.
• Implementation of heating pads at HRP bag filter hoppers
• Load cell for Pozolana Slag Cement (PSC)
• Replacement of DC motor to AC motor at raw mill hopper
• Reduction in transmission line losses by replacement of old
phase conductor
• Up-gradation of pre-lignite ESP
• Renovation of alkali ESP
• Efficiency improvement in WHRS by modification of Alkali
bypass Boiler circuit
• High efficiency nozzle to be installed in AFR
• Conventional motors to be repalced with high efficiency
motors
(iv) Expenditure on R&D During the year under review, the Company has incurred
Rs. 118 Lakhs towards R & D Expenditure charged to revenue.

Foreign Exchange Earnings and Outgo


During the year under review, Foreign Exchange earnings was Rs 6532.85 Lacs and outgo was Rs. 9595.97
lacs including Rs.4549.21 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)

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Sanghi Industries Limited

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 Jadua Limestone Mines has been awarded a “Five Star rated Mines” at
the 5th National conclave on Mines and Minerals at New Delhi organized by Ministry of Mines.
Recognitions for Best Practices
Due to COVID-19 restrictions, Safety & MEMC Week programs final day function were not held.
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.
Your Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense
respect for every person who risked their life and safety to fight this pandemic.

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi


Date : 24th May, 2022 Chairman & Managing Director
(DIN: 00033594)

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Sanghi Industries Limited

MANAGEMENT DISCUSSION AND ANALYSIS


The Management presents the analysis of your Company’s performance during the year ended on 31 st
March 2022 (“FY-22”). The Management also presents its outlook on the cement industry, in brief, for the
future. This outlook is based on current business environment and information available on Indian economic
scenario and may vary due to future economic and other developments in India and abroad. Further, the
information on the economy and industry is based on various reports on industry and websites and the
Company is not responsible for any discrepancy/error in the information.
Cement Industry – Present Scenario and Outlook
(source : Government websites and other external sources)
On a yearly average, the Indian cement industry grew by 20.8% compared with 10.4% average growth
of Eight Core Industries of India in FY-22 over FY-21.
In FY21, the demand composition for cement industry was 68% Housing/Real Estate, 22% Infrastructure and
10% Industrial Development.
As per the India’s Budget for 2022-23, the outlay for major schemes is given below.
Rs. Crore
2020-2021 2021-2022 2021-2022 2022-2023
Actual Budget Revised Budget
Estimates Estimates Estimates
Pradhan Mantri Awas Yojna (PMAY) 40260 27500 47390 48000
Pradhan Mantri Gram Sadak Yojna 13688 15000 14000 19000
Residential 1506 606 756 873
Non-residential 1849 1746 1833 2601
Metro Projects 8573 18998 18978 19130
Road Works 53093 60241 65687 64568
National Highways Authority of India 46062 57350 65060 134015
Our Government’s focus on development of infrastructure can be seen from the substantial increase in
allocation of funds to Highways Authority in the table above.
The state of Gujarat has successfully developed world class infrastructure. There are 46 ports,18 domestic
airports & one international airport. The state also has an extensive road & rail network and is in the phase
of further extending its infrastructure.
India was ranked second in the 2021 Agility Emerging Markets Logistics Index.
Highlights on End-User Industries
Real Estate
The key demand drivers of Real Estate industry are as below.
• Rapid urbanisation
• Growth in population
• Rise in the number of nuclear families
• Easy availability of finance
• Repatriation of NRIs and HNIs
• Rise in disposable income
• Between July 2021 and September 2021, a total of 55,907 new housing units were sold in the eight
micro markets in India (59% YoY growth).
• Between July 2021 and September 2021, new housing supply stood at ~65,211 units, increased by
228% YoY across the top eight cities compared with ~19,865 units launched in the third quarter of 2020.

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Sanghi Industries Limited

• Private equity investments in real estate surged 24% YoY to US$477 million between July 2021 to
September 2021.
• Under the housing for all segment, 8 million households will be identified according to the the Budget
22-23 with Rs.48,000 crore(US$6.44billion) set aside for PM Awas Yojana.
Infrastructure
Infrastructure sector includes power, ports, bridges, highways, dams and road.
Our Government has been increasing the budget allocation for infrastructure development year-on-year.
The Government of India has allocated Rs. 111 lakh crore (US$ 13.14 billion) under the National Infrastructure
Pipeline for FY 2019-25. The Roads sector is expected to account for 18% capital expenditure over FY 2019-
25.
In Union Budget 2022-23, the Government has given a massive push to the infrastructure sector by allocating
Rs. 10 lakh crore (US$ 130.57 billion) to enhance the infrastructure sector.
The National Infrastructure Pipeline(NIP) expanded to 9,305 projects from 7,400 projects.
In October 2021, the Gati Shakti-National Master Plan (NMP) for multimodal connectivity was launched.
This Plan is expected to bring synergy to create a world-class, seamless multimodal transport network in
India which will boost the demand for cement in the future.
Roads including Highways
• Gujarat Budget for 2022-23 has provided for Rs.9341 crore for roads and bridges.
• India has the second-largest road network in the world, spanning over 5.8 million kms. Over 64.5%
of all goods in the country are transported through roads, while 90% of the total passenger traffic
uses road network to commute.
• Road building in India is second least expensive in Asia.
• In FY21, infrastructure activities accounted for 13% share of the total FDI inflows of US$ 81.72 billion.
• The Outlay for roads in India’s Union Budgets from FY-16 to FY-23 has increased at a Compounded
Annual Growth Rate of around 13%.
• The Government aims to construct 65,000 kms of national highways at a cost of Rs. 5.35 lakh crore
(US$ 741.51 billion). NHAI plans to construct 25,000 kilometres of national highways in 2022-23 at a
pace of 50 km per day.
• In August 2021, Ministry of Road Transport and Highways announced to launch 1,080-km (road
construction) projects worth Rs. 25,370 crore (US$ 3.4 billion) in Gujarat under the Bharatmala Pariyojana
- the ambitious road and highways project.
• In November 2021, India, the US, Israel and the UAE established a new quadrilateral economic forum
to focus on infrastructure development projects in the region and strengthen bilateral cooperation.
• The highways construction in India was 5835 kms from April 2021 to October 2021
• In FY22 (until November 2021) private sector invested Rs. 15,164 crore (US$ 1.98 billion) in roads.
Ports
• Ports in India handle around 95% of international trade volume of the country.
• India has 12 major ports. Under the National Perspective Plan for Sagarmala, six new mega ports will
be developed in the country.
Performance of the Company
1. 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 International accreditations.
1. ISO 9001:2015 (Quality Management System Standard)
2. ISO 14001:2015 (Environmental Management System Standard)
3. ISO 45001:2018 (Occupational Health & Safety Management System)
4. ISO/ IEC 17025:2017 (NABL accreditation for Chemical and Mechanical Testing)
15 35th Annual Report 2021-22
Sanghi Industries Limited

2. Sales
The Company’s gross sales increased by 18% to Rs.1422.79 crore in FY-22 compared to Rs.1201.38
crore in FY-21. The gross average realization for the cement in the domestic market increase by 13%
over similar periods.
Sales Volume
Product FY-22 FY-21 Increase
(lac mt) (lac mt)
Cement 20.27 19.89 2%
Clinker 3.10 1.58 96%
RMC (M3)@ - 0.06 -
Total 23.37 21.53 9%
@ Company has sold its RMC plants, which comprised insignificant revenue mix, as it intends to focus
on its core business, cement.
Sales (Rs.Crore)
Product FY-22 FY-21 Increase /
(Decrease)
Cement Domestic 1333.62 1157.56 15%
Cement Export 1.87 4.99 (63%)
Clinker Domestic 21.26 16.11 32%
Clinker Export 63.52 20.30 213%
RMC (M3 ) - 2.42 N.A.
Other Adjustments 2.53 - N.A.
Total Gross Sales 1422.80 1201.38 18%
Less : GST 300.10 265.39 13%
Net Sales 1122.70 935.99 20%
3. Costs
The major cost analysis for FY-22 over FY-21 is given below.
• The raw material cost per tonne of sales reduced by 5% in FY-22 to Rs.255 compared to Rs.268
in FY-21.
• The substantial increase in fuel prices have adversely affected all fuel-dependent industries.
The fuel cost per tonne of sale increased by 61% to Rs.1191 in FY-22 against Rs.739 in FY-21. The
power cost per tonne of sale increased by 56% to Rs.513 in FY-22 from Rs.328 in FY-21.
• The selling and distribution cost increased very marginally by 1% to Rs.1217 per tonne in FY-22
compared to Rs.1199 per tonne in FY-21. The average logistic cost for selling cement domestically
increased by 4% to Rs.1260 per tonne in FY-22 from Rs.1214 in FY-21.
4. Profits and Margins
The Company has earned Profit before Depreciation, Interest and Tax (PBDIT) of Rs.202.88 crore in
FY-22 against Rs.249.45 crore in FY-21. While net sales have increased by 20%, PBDIT has reduced by
19% mainly because of increase in power and fuel cost, employee cost account (on account of
new capacity) and Other Expenses
The PBDIT margin to Net Income was 17.8% for FY-22 and 26.3% for FY-21.
The profit before tax reduced to Rs.56.75 crore in FY-22 from Rs.112.58 crore in FY-21. Profit after tax
reduced to Rs.40.62 crore in FY-22 from Rs.78.19 in FY-21.
Further, Company has made Deferred Tax provision of Rs.14.6 crore during FY-22.
35th Annual Report 2021-22 16
Sanghi Industries Limited

5. Disclosure under SEBI (LODR) Regulations


Details of significant changes (i.e. change of 25% or more as compared to the immediately previous
financial year) in key financial ratios, along with detailed explanations are as follows:
Ratio Explanation
Schedule V - Part B Clause 1 Sub - Clause i
Debtors Turnover While sales have increased by 18%, debtors have increased by 89%.
FY-22 : 15.95 This more than proportionate increase in debtors has resulted in the
FY-21 : 21.27 reduction of Debtors Turnover ratio by 25%.
Inventory Turnover The cost of sales has increased substantially mainly due to increase
FY-22 : 3.35 in Power and fuel cost resulting from increase in coal prices, resulting
FY-21 : 2.65 into Inventory Turnover to increase by 26%
Debt Service Coverage Increase in debt servicing and lower PBDIT during FY-22 resulted in
FY-22 : 1.44 Debt Service Coverage to reduce by 31%.
FY-21 : 2.07
6. Internal Control Systems
The Company’s management is responsible for establishing and maintaining Internal financial controls
(IFC) based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants
of India (“ICAI”). These responsibilities include the design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to 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 information, as required under
the Companies Act, 2013. The management maintains adequate internal financial control systems
encompassing its entire business operations, statutory compliances and Financial Reports.
The Internal Audit also aims at testing the operational effectiveness of the internal financial control
system and thereby facilitates an objective assurance to the Board and Audit Committee regarding
the adequacy and effectiveness of the system.
7. Human Resources
The Company is an equal opportunity employer and lays special emphasis on welfare of its employees.
It provides them with the best facilities and strives to engage and retain talented workforce at all
levels. It encourages continuous learning and provides a conductive environment for personal and
professional growth thereby leading to the growth of the company.
8. Future Outlook
Considering the measures and initiatives planned and/or taken by the Central and State Governments
of India on infrastructure spending, real estate development and other macro-economic issues, the
Company expects a good demand for cement and stable prices.
9. Risk and Concerns
The Company has devised the Enterprise Risk Management system which is periodically reviewed.
The key areas of risk are as under.
• Successful enhancement of sales, arising out enhanced capacity
• Volatility in the price and availability of fuel such as lignite, imported coal and pet coke
• Foreign exchange fluctuation, since company is a net foreign exchange user.
10. Cautionary Statement
The statements forming part of the Management Discussion and Analysis covered in this report may
be forward looking. The actual results may differ from the expectations expressed above. The various
external and internal factors, not currently anticipated, may influence the performance of the
Company.

17 35th Annual Report 2021-22


Sanghi Industries Limited

Annexure I
REPORT ON CORPORATE GOVERNANCE
1. A brief statement on the Company’s philosophy on Code of Governance
The Company defines Corporate Governance as a systematic process by which companies are
directed and controlled to enhance their wealth generating capacity. The Corporate Governance
initiative is based on two core principles. They are (i) Management must have the executive freedom
to drive the enterprise forward without operational constraints; and (ii) this freedom of management
should be exercised within a framework of effective accountability.
The Company believes that any meaningful policy on Corporate Governance must provide
empowerment to the executive management of the Company, and simultaneously create a
mechanism of checks and balances which ensures that the decision making powers vested in the
executive management are used with care and responsibility to meet stakeholders’ aspirations and
society’s expectations.
From the above definition and core principles of Corporate Governance emerges the cornerstone
of the company’s governance philosophy, namely trusteeship, empowerment and accountability,
transparency, control and ethical corporate citizenship. The Company believes that the practice of
each of these leads to the creation of the right culture in which the Company is managed in a
manner that fulfills the purpose of Corporate Governance.
2. Board of Directors
The Board of Directors consists of professionals drawn from diverse fields having varied experience
and expertise. Shri Ravi Sanghi is the Chairman and Managing Director of the Company, who
monitors the day-to-day management of the Company, subject to the supervision and control of the
Board of Directors. The Composition of the Board is in conformity with the Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Composition and category of Directors as on 31st March, 2022 is as under:
Sl. No. Category Name of Director
I. Executive Directors Shri Ravi Sanghi – Chairman and Managing Director (Promoter)
Shri Aditya Sanghi – Whole Time Director (Promoter)
Shri Alok Sanghi – Whole Time Director (Promoter)
Smt. Bina Engineer – Whole Time Director
Shri N. B. Gohil – Whole Time Director
II. Non-Executive Shri Sadashiv Sawrikar
(Independent Directors) Shri D. B. N. Rao
Shri D. K. Kambale
Shri S. Balasubramanian
Ms. Raina Desai
*Shri Arvind Agarwal
* Appointed as an Independent Director w.e.f. 12th August, 2021.
In terms of the Company’s Corporate Governance policy, all statutory and other significant and
material information are placed before the Board to enable it to discharge its responsibilities of
strategic supervision of the Company as trustees of the shareholders.
During the year 2021-22, four (4) Board Meetings were held on 10th June, 2021, 12th August, 2021,
12th November, 2021 and 9th February, 2022. The Company has observed the provisions of Regulation
17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by conducting the
Board Meetings within maximum time allowed between the two Board Meetings.
Due to COVID-19 pandemic, all the meetings of Board of Directors were held in Virtual mode
through Video Conference / Other Audio Visual Means.

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Sanghi Industries Limited

The details of record of attendance of Directors at Board Meetings and last AGM and Directorships
of Public Limited Companies and Membership/Chairmanship of Board Committees in other Companies
are as follows:
Names of Director No. of No. of Attendance No. of No. of No. of
Board Board at the Directorships Membership Chairmanship
Meetings Meetings Last AGM of Other of other Board of other Board
held attended Companies** Committees # Committees #
Shri Ravi Sanghi 4 4 Yes 1 - -
Shri Aditya Sanghi 4 4 Yes 3 - -
Shri Alok Sanghi 4 4 Yes 3 - -
Smt. Bina Engineer 4 4 Yes 1 - -
Shri N. B. Gohil 4 4 Yes 2 - -
Shri Sadashiv Sawrikar 4 4 Yes 2 - -
Shri D. K. Kambale 4 4 Yes 2 3 -
Shri D. B. N. Rao 4 4 Yes 3 - 2
Shri S. Balasubramanian 4 4 Yes 5 4 2
Shri Arvind Agarwal ^ 4 3 Yes 1 1 -
Ms. Raina Desai 4 4 Yes 2 - -
^ Appointed as an Independent Director w.e.f. 12th August, 2021.
**Excludes alternate directorships/ directorships of private companies, foreign companies and
companies under Section 8 of Companies Act, 2013.
# Includes only Audit Committee and Stakeholders Relationship Committee.
Details of Directorship held by the Directors is as below :
Names of Director No of Directorship Names of Listed Entities Category of
in listed entities where the person is a Directorship
including this listed Director
entity
Shri Ravi Sanghi 1 Sanghi Industries Ltd. Executive Director
Shri Aditya Sanghi 1 Sanghi Industries Ltd. Executive Director
Shri Alok Sanghi 1 Sanghi Industries Ltd. Executive Director
Smt. Bina Engineer 1 Sanghi Industries Ltd. Executive Director
Shri N. B. Gohil 1 Sanghi Industries Ltd. Executive Director
Shri Sadashiv Sawrikar 1 Sanghi Industries Ltd. Independent Director
Shri D. K. Kambale 2 1. Sanghi Industries Ltd. Independent Director
2. Lloyds Metals and Independent Director
Energy Ltd.
Shri D. B. N. Rao 2 1. Sanghi Industries Ltd. Independent Director
2. Hemadri Cements Ltd. Independent Director
Shri S.Balasubramanian 5 1. Sanghi Industries Ltd. Independent Director
2. Emami Paper Mills Ltd. Independent Director
3. TTK Healthcare Ltd. Independent Director
4. Ucal Fuel Systems Ltd. Independent Director
5. GVK Power & Independent Director
Infrastructure Ltd
*Shri Arvind Agarwal 1 Sanghi Industries Ltd. Independent Director
Ms. Raina Desai 1 Sanghi Industries Ltd. Independent Director
* Appointed as an Independent Director w.e.f. 12th August, 2021.

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Sanghi Industries Limited

The Board of the Company comprises of an optimum combination of Executive, Non - Executive and
Independent Directors. Shri Ravi Sanghi Chairman & Managing Director is father of Shri Aditya Sanghi
and Shri Alok Sanghi, Executive Directors of the Company. Apart from that none of the other Directors
on the Board have any relation with the other Directors.
Familiarization Programme
In order to enable the Independent Directors of the Company to fulfill their role in the Company and
to keep them updated, various presentations are made on business models, business opportunities,
new initiatives taken by the Company, changes taking place in the Industry scenario etc. The
company has organized plant visit for Independent Directors for their better understanding of the
manufacturing process of clinker and cement. During plant visit, the respective department heads/
technical heads explained in detail about the manufacturing and other operational facilities at the
Plant. 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/
Shareholding of Non-Executive Directors as on 31st March, 2022 is as follows:

Name of Directors Number of Equity Shares of Rs 10/- each of the Company


Shri Sadashiv Sawrikar NIL
Shri D K Kambale NIL
Shri S. Balasubramanian NIL
Shri D B N Rao NIL
Shri Arvind Agarwal * NIL
Ms. Raina Desai NIL
* Appointed as an Independent Director w.e.f. 12 th
August, 2021.
Detailed reasons for the resignation of an independent director who resigns before the expiry of his
tenure along with a confirmation by such director that there are no other material reasons other than
those provided.
There were no instances of resignation of any Independent Director from the Board of the Company
before the expiry of his / her tenure during the FY 2021-22.
However, on account of sad demise of Shri M.K. Doogar, he ceased to be Director of the Company
w.e.f. 4th May, 2021.
3. Committees of the Board of Directors
a. Audit Committee
The constitution, powers, role and terms of references of the Audit Committee are as required
under the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to
time.
I. Brief description of Terms of Reference:
• The recommendation for appointment, remuneration and terms of appointment of
Auditors of the company;
• To review and monitor the Auditors’ independence, scope, performance and
effectiveness of audit process and their reports and discussion on significant findings and
follow up thereon;
• To review internal audit function, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit and to review the findings of any internal investigations
by the internal auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the matter to the
board;

35th Annual Report 2021-22 20


Sanghi Industries Limited

• To review the adequacy of internal control systems, evaluation of internal financial controls
and risk management systems and to review the functioning of the Whistle Blower
mechanism;
• Scrutiny of loans, advances and investments including review of utilization of loans and
/ or advances from the investments by the holding Company in the subsidiary exceeding
Rs.100 Crore or 10% of the asset size of the subsidiary whichever is lower, valuation of
undertakings or assets of the company, wherever it is necessary and to approve the
transactions of the company with related parties and any subsequent modification
thereto;
• To review the quarterly (un-audited) and annual financial statements before the same
are submitted to the Board and to oversee the Company's financial reporting process
and the disclosures of its financial information to ensure that the financial statement is
correct, adequate and credible;
• Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;
• Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidates;
• To review with the management the application of funds raised through an issue, the
statement of funds utilized for purposes other than those stated in the offer document/
prospectus/ notice and the report submitted by the monitoring agency, monitoring the
utilization of proceeds of a public or rights issue and making appropriate recommendations
to the Board and to look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders and creditors, if any;
• To carry out any other function that relates to accounts and audit of the company..
II. Composition and Attendance:
During the year 2021-22, four (4) meetings of Audit Committee were held on 10th June, 2021,
12th August, 2021, 12th November, 2021 and 9th February, 2022.
Due to COVID-19 pandemic, all the meetings of the Audit Committee were held in Virtual
Mode through Video Conference / Other Audio Visual Means.
The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri Sadashiv Sawrikar Chairman 4 4
Shri D. K. Kambale Member 4 4
Shri D B N Rao Member 4 4
The Chairman & Managing Director and Executive Director & Chief Financial Officer are the
permanent invitees to the Audit Committee Meetings. The Company Secretary acts as a Secretary
of the Committee and the representatives of the Statutory Auditors attend the Audit Committee
Meetings as invitees as and when required to provide the necessary inputs to the Committee.
The Audit Committee Meetings were held within maximum time allowed between the two
committee meetings.
All the members of the Audit Committee are Independent Directors of the Company and the
constitution of the Committee is in compliance of the provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. Business Operations and Finance Committee
Looking to the Business requirements and smooth monitoring of the business activities, the
Board of Directors had constituted "Business Operations and Finance Committee".

21 35th Annual Report 2021-22


Sanghi Industries Limited

I. Brief description of Terms of Reference:


• To review the adequacy of term debt, fund based and non-fund based borrowings and
all Banking arrangements and cash management and to approve any modification,
addition and reduction of the same.
• To make application for new loans and facilities, negotiate and finalize the terms,
acceptance of sanction letters, loan documents, security documents such as mortgage,
hypothecation deeds etc. and such other related matters with respect to obtaining new
loans/facilities or change in the terms and conditions of existing loans within the overall
limits of the board powers.
• To convey acceptance of Sanction Letters, to approve the execution of Letters of
Acknowledgment of Debts, Revival Letters, to negotiate, deal, and make settlement with
Lenders, Balance Confirmation Letters that may be received from various Banks and
Financial Institutions.
• To approve the exercise of guarantees as may be required by Banks, Financial Institutions,
Central Excise, Customs and Sales Tax authorities etc. on any matter pertaining to the
working affairs of the Company.
• To review and approve short term and long term investment transactions, including
deployment of surplus funds in various instruments.
• To review and approve from time to time various business arrangements, projects,
purchase of equipments and apparatus for the existing and new business.
• To approach and negotiate with various debtors and creditors with proposals to settle
the outstanding dues etc., and to approve the execution of any type of payment
arrangement with the consenting parties etc.
• To make recommendations to the Board relating to the capital structure and issuance
of securities etc., including the authority to approach Investors (Institutional/ Private) for
infusion of funds by way of equity and to accept equity investment offers as may be
received and which are suitable to the Company and to carry out effective execution
of such capital infusion subject to such regulatory approvals as may be necessary.
• To open, operate and close bank accounts with various Banks as may be necessary
from time to time and to delegate authority to any of the Officials of the Company to
open, operate and conduct all required banking transaction including issue, negotiate
and receive cheques, bills of exchanges, letter of credit, promissory notes, hundies etc.
and close the Banking accounts so opened and execute necessary documents to open,
operate and close the bank accounts, subject to such ceiling as committee may in its
discretion decide for the transactions to be entered into by such officials of the Company.
• To make and submit whether by committee itself or delegate authority to the Officials
of the Company various representations, applications, agreements etc., as may be
necessary from time to time with various Banks and Financial Institutions including Letters
of Credits, Amendments to Letters of Credit etc., among others for availing financial
assistance - long term and short term including working capital proposals, restructuring
of the said financial assistance etc.
• To make and submit whether by committee itself or to delegate authority to the Officials
of the Company to apply for various telephone, telex and facsimile, internet connections
etc., to the Department of Telecommunications or to the Private Telephone Operators
etc.
• To enter and/or to delegate authority to officials of the company for entering into all
sorts of business agreements, contracts with the parties for procurement of machineries,
equipments, godowns, warehouses, stockyards, opening of branch office, representative
office, to set up packing and storage facilities to construct terminals etc.
• To file, defend and to grant and delegate authority to the Officials of the Company to
file and defend various legal cases as may be necessary from time to time for recoveries
of monies due to the Company or as may be filed against the Company including the
powers to engage counsel and submit evidence both oral and written in this regard
35th Annual Report 2021-22 22
Sanghi Industries Limited

subject to obtaining the approval of the Board for defending important and vital legal
disputes.
• To grant and delegate authority to the Officials of the Company to represent the
Company before Central Excise and Customs, Sales Tax, Municipal and Local Government
authorities, Income Tax authorities, Reserve Bank of India and Court of Law and any
other judicial body and such other Governmental/Non-Governmental / Quasi-
Governmental authorities as may be necessary from time to time on behalf of the
Company.
• To make contributions to any Charitable or Religious or Political purposes as may be
permissible from time to time subject to the various provisions of various laws as may be
in force or to delegate authority to any officials of the Company in this regard subject
to such restrictions laid down by the various laws.
• To undertake the activities / matters relating to raising of funds by issue of Equity Shares
and/or Preference Shares and/or Convertible and/or Non-Convertible Debentures and/
or Bonds, and/or any other financial instruments convertible into equity shares, or such
other securities by way of a public or private offering, including through a Qualified
Institutional Placement (QIP) in one or more tranches.
II. Composition and Attendance:
The composition, no. of meetings held during the year and attendance of each member at
the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri Sadashiv Sawrikar Chairman 4 4
Shri Ravi Sanghi Member 4 4
Smt. Bina Engineer Member 4 4
Shri Aditya Sanghi Member 4 4
Shri Alok Sanghi Member 4 4
Shri N. B. Gohil Member 4 4
The Company does not pay any sitting fees to the members for attending the Business Operations
and Finance Committee meetings.
c. Nomination and Remuneration Committee
The constitution, powers, role and terms of reference of the Nomination and Remuneration
Committee are as required under the provisions of Section 178 of the Companies Act, 2013
read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time.
I. Brief description of Terms of Reference:
• To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down;
• To recommend to the Board their appointment and removal and shall carry out evaluation
of Directors’ performance;
• To formulate the criteria for determining qualifications, positive attributes and
independence of a director;
• To recommend to the Board, all remuneration in whatever form payable to the senior
management.
• To recommend to the Board, a policy relating to the remuneration for the other executive
Directors.
II. Composition and Attendance:
During the year 2021-22, two (2) meetings of Nomination and Remuneration Committee were
held on 9th June, 2021 and 12th August, 2021.

23 35th Annual Report 2021-22


Sanghi Industries Limited

Due to COVID-19 pandemic, the meetings of the Nomination and Remuneration Committee
were held in Virtual Mode through Video Conference / Other Audio Visual Means.
The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri D K Kambale Chairman 2 2
Shri Sadashiv Sawrikar Member 2 2
Smt. Raina Desai Member 2 2
All the members of the Nomination and Remuneration Committee are Independent Directors
and the composition of the committee is in compliance of provisions of Companies Act, 2013
read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
III. Performance Evaluation Criteria of Independent Directors:
The Performance of the Independent Directors is evaluated based on the criteria such as his/
her knowledge, experience, integrity, expertise in any area, number of Board / Committee
meetings attended, time devoted to the Company, participation in the Board / Committee
meetings etc. The Performance evaluation of the Independent Directors was carried out by
the Board and while evaluating the performance of the Independent Director, the Director
who was subject to the evaluation did not participate. The Board of Directors were quite
satisfied with the performance of all the directors of the Company derived on the basis of
performance evaluation.
IV. Remuneration Policy:
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination
and Remuneration Committee recommended the remuneration policy relating to the
remuneration of the Directors, Key Managerial Personnel and other employees which was
approved by the Board and is annexed with the Directors' Report. The policy helps to attract,
retain and motivate the employees of the Company to achieve results.
d. Stakeholders Relationship Committee
In terms of Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time,
the Company has in place a duly constituted Stakeholders Relationship Committee .
I. Brief description of Terms of Reference:
• Resolving the grievances of the security holders of the Company including complaints
related to transfer / transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new / duplicate certificates, general meetings, etc.;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;
• Review of various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants /
annual reports / statutory notices by the shareholders of the company;
• Approval of transfer / transmission of securities, deletion of names authorizing the issue
of duplicate share certificates and generally dealing with all the matters in connection
with all securities issued by the Company from time to time;
• Approve the dematerialization / rematerialization of securities and to deal in all the
matters connected with it.
II. Composition and Attendance:
During the FY 2021-22 one (1) meeting of Stakeholders Relationship Committee was held on
9th February, 2022.

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Sanghi Industries Limited

The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri D B N Rao Chairman 1 1
Shri Sadashiv Sawrikar Member 1 1
Shri Ravi Sanghi Member 1 1
The Chairman of the Stakeholders Relationship Committee is an Independent Director of the
Company. Shri Anil Agrawal, Company Secretary acts as a Secretary and Compliance officer
of the Company.
The Company does not pay any sitting fees to the members for attending the Stakeholders
Relationship Committee meetings.
e. Corporate Social Responsibility Committee
As required under Section 135 of the Companies Act, 2013, the Board has constituted the
Corporate Social Responsibility Committee. The Corporate Social Responsibility committee of
the Company is constituted in line with the provisions of Section 135 of the Companies Act,
2013 read with Schedule VII of the Companies Act, 2013 for the purpose of determining the
activities to be undertaken by the Company towards the Corporate Social Responsibility (CSR).
I. Brief description of Terms of Reference:
• To formulate and recommend to the Board, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the company and update the
same from time to time.
• To recommend an amount of expenditure to be incurred on the activities as referred in
Corporate Social Responsibility Policy of the Company.
• To monitor the Corporate Social Responsibility Policy of the company from time to time.
• To prepare a transparent monitoring mechanism for ensuring implementation of the
projects / programs / activities proposed to be undertaken by the Company.
• To review CSR activities from time to time, undertake necessary corrective actions, if
required and reporting of the CSR activities to CSR Committee/Board of Directors.
• Explain the manner in which the surplus from CSR projects will be treated.
• To place before the board the draft annual report as per the format in annexure to the
Rules in Board meeting for Board to review and finalization.
II. Composition and Attendance:
During the year 2021-22, two (2) meetings of the Corporate Social Responsibility Committee
were held on 9th June, 2021 and 9th February, 2022.
Due to COVID-19 pandemic, all the meetings of the CSR Committee were held in virtual mode
through Video Conference / Other Audio Visual Means.
The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri S. Balasubramanian Chairman 2 2
Shri Aditya Sanghi Member 2 2
Shri N. B. Gohil Member 2 2
The Chairman of the Corporate Social Responsibility Committee is an Independent Director of
the Company.

25 35th Annual Report 2021-22


Sanghi Industries Limited

f. Risk Management Committee


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 21
which now requires top 1000 listed companies (based on the market capitalization calculated
as on 31st March of every year) to formulate the Risk Management Committee and to comply
with the other requirements as stated in the amended provision. As the Company falls in the
list of top 1000 Companies as per Market Capitalization as on 31st March, 2021 the provisions
of Regulation 21 became applicable to the Company during the financial year 2021-22.
However, the Company has already constituted a committee known as "Risk Management
Committee" which is in due compliance of the requirement of amended provisions of Regulation
21 of SEBI (Listing Obligations and Disclosure Requirement) Regulations.
The Company abide by the requirements of amended Regulation 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations.
I. The existing brief description of Terms of Reference are as under:
• Identification of internal and external risks specifically faced by the listed entity, in particular
including financial, operational, sectoral, sustainability, cyber security risks or any other
risk as may be determined by the risk management committee.
• To ensure that the relevant Measures for risk mitigation are being taken and implemented
appropriately.
• To ensure that appropriate methodology, processes and systems are in place to monitor
and evaluate risks associated with the business of the Company.
• To periodically review the risk management policy, at least once in two years.
• To keep the board of directors informed / apprised about the risks related scenario and
to provide the recommendations and actions to be taken, to mitigate the same, if
required.
• The appointment, removal and terms of remuneration of the Chief Risk Officer (if any)
shall be subject to review by the Risk Management Committee.
II. Composition and Attendance:
During the year 2021-22 two (2) Risk Management Committee meetings were held on 9 th June,
2021 and 12th November, 2021.
The composition, details of the no. of meetings held during the year and attendance of each
member at the meeting are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri Sadashiv Sawrikar Chairman 2 2
Shri Ravi Sanghi Member 2 2
Shri N. B. Gohil Member 2 2
The Chairman of the Risk Management Committee is an Independent Director.
g. Independent Directors’ Meeting
As per the provisions of the Schedule IV of the Companies Act, 2013 read with Regulation 25
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors of the Company shall hold at least one meeting in the year without attendance of
the Non Independent Directors. During the year under review, one meeting of the Independent
Directors was held on 9th February, 2022. All Independent Directors were present at the meeting.
Due to COVID-19 pandemic, the meeting of the Independent Directors was held in virtual
mode through Video Conference / Other Audio Visual Means.
At the meeting the Independent Directors reviewed the performance of the Non Independent
Directors (Including the chairman) and assessed the quality, quantity and timeliness of the flow

35th Annual Report 2021-22 26


Sanghi Industries Limited

of information between the Company and the Management. The Independent Directors were
satisfied with the performance of the Chairman and Executive Directors of the Company and
with the flow of information between the Company Management and the Board of Directors.
4. Managerial Remuneration:
Executive Directors
The Managing Director / Executive Director(s) are paid remuneration in accordance with the approval
of the Board and of the Company in General Meeting and such other approvals as may be required,
if any. The remuneration structure of the Managing Director / Executive Director(s) comprises of
salary, perquisites and allowances, contributions to Provident Fund, Superannuation Fund, Gratuity
etc.
The salient features of the agreements executed by the Company with the Managing / Executive
Directors are as under:
Name of Director Shri Ravi Shri Aditya Shri Alok Smt. Bina Shri N B
Sanghi Sanghi Sanghi Engineer Gohil
Designation Chairman & Executive Executive Executive Executive
Managing Director Director Director Director Director
Period of Appointment Five Years Five Years Five Years Three Years Three Years
or re-appointment w.e.f. 01.09.2020 w.e.f. w.e.f. w.e.f. w.e.f.
06.09.2017 06.09.2017 06.09.2019 22.12.2020
Salary and Commission As per the approval of the shareholders
Perquisites As per the approval of the shareholders and as per the rules of the
Company
Minimum Remuneration Where in any financial year, the Company has no profits or its profits are
inadequate, then the Company will pay remuneration by way of salary
and perquisites in accordance with the provisions of Schedule V of
Companies Act, 2013.
Notice Period The agreements may be terminated by either party giving the other
party six months notice in writing of such termination.

The details of salary and perquisites (including contribution to provident fund/superannuation fund
etc. if any) paid or debited to Statement of Profit and Loss during the year ended 31st March, 2022
towards Salary of Chairman & Managing Director and Executive Director(s) are as follows:
(J in Crore)
Name of Director Shri Ravi Sanghi, Other Executive Directors
Chairman & Managing Director
Salary and Allowances 2.03 4.71
Commission 0.58 0.87
The Company has not formulated any scheme for giving stock options to its employees. Hence, no
stock options have been granted to any Executive Directors of the Company during the FY 2021-22.
Non-Executive Directors
None of the Non-Executive Directors have any pecuniary interest or transactions with the Company,
except receiving sitting fee of Rs. 30,000/-(Rupees Thirty Thousand Only) from the Company for
attending each meeting of the Board and receiving sitting fee of Rs. 10,000/- (Rupees Ten Thousand
Only) from the Company for attending each meeting of the Audit Committee/ Nomination and
Remuneration Committee/ Corporate Social Responsibility Committee/ Risk Management Committee
of Directors and Independent Directors meeting.
During the year ended 31st March, 2022, the Company has paid the following amount towards sitting
fees and incidental expenditure to the Directors for attending the Board / Audit Committee/
Nomination and Remuneration Committee/ Corporate Social Responsibility Committee/ Independent
Directors Meetings:
27 35th Annual Report 2021-22
Sanghi Industries Limited

Name of Director Total Amount (J) Name of Director Total Amount (J )


Shri Sadashiv Sawrikar 3,10,000 Shri S. Balasubramanian 2,50,000
Shri D K Kambale 2,90,000 *Shri Arvind Agarwal 1,00,000
Shri D B N Rao 2,70,000 Ms. Raina Desai 2,50,000
* Appointed as an Independent Director w.e.f. 12 th
August, 2021.
Criteria of making payments to non-executive directors:
None of the Non-Executive Directors have any pecuniary transactions with the Company, except
receiving sitting fee for attending the Board and committee meetings as per the details mentioned
above, hence the criteria for making payments to non –executive directors would not be applicable.
• A chart setting out the skills/expertise/competence of the Board of Directors:
The company has following Eleven Directors with adequate composition of required skills / expertise/
competencies for cement industry.

The list of core skills / expertise / competence identified by the Board as per the requirement of
business are as under :
Skills and Attributes Description
Accounts/Finance/Taxation Experience and knowledge in Financial Management, taxation and
having in-depth understanding of capital allocation, funding,
financial reporting process etc. which in turn is beneficial to the
Company.
Technical and Experience and technical Knowledge of manufacturing, functioning
Manufacturing and operations of cement industry and having insight of changing
trends, external factors which is in the overall benefit of the
Company.
Legal Understanding the legal ecosystem in which the Company operates
and possesses the required skill and knowledge of compliance,
governance, laws and regulations applicable to the Company and
ensuring its compliance in best possible manner.
Marketing and Sales/ Having understanding of complex business processes, strategic
Corporate Affairs/ planning, marketing skills and ability to evaluate opportunities in the
Administration best interest of the Company.

35th Annual Report 2021-22 28


Sanghi Industries Limited

The details of Qualifications \ Skills \ expertise \ competencies of our Board of Directors are as
under:
Name of Director Date of Date of Brief resume, Qualification
& DIN Birth First Appointment Expertise and Experience
Shri Ravi Sanghi, 1st July 14th June 1985 Graduate in Commerce.
Executive Director 1952 Shri Ravi Sanghi is a first generation entrepreneur,
DIN : 00033594 he leads the company with his inspiring vision
and commitment. The establishment of one of
the India’s largest integrated single-stream
cement plant in Kutch, by the Sanghi team is
the result of his untiring dedication. He carries
immense experience in conceptualizing and
directing projects across diverse industries and
magnitudes.
Shri Aditya Sanghi, 18 th 27 th January, An alumnus of the reputed Rochester Institute
Executive Director September, 2007 of USA, Aditya Sanghi brings with him rich
DIN : 00033755 1982 oeuvre of global perspectives. He provides
valuable expertise in management of the
clinker and cement operations, and the
establishment and operation of thermal
power plant. He has implemented numerous
best manufacturing practices and has
successfully executed diverse projects for the
company. His expertise endows vital direction
to the key functions of production, project
management and corporate strategy.
Shri Alok Sanghi, 13 th 27 th January, Armed with a degree in Finance and
Executive Director January, 2007 Management from Kelley School of Business,
DIN : 00033506 Indiana University, Bloomington, USA, Alok
Sanghi, brings immense knowledge and
experience of the global Financial Services
sector. Under his direction the company has
successfully launched products in Domestic
and International Markets. His business
acumen lends crucial competence to the
commercial, shipping, marketing strategies
and corporate affairs of the company.
Smt. Bina Engineer, 13th April, 27 th January, B.Com, Chartered Accountant.
Executive Director 1967 2007 She has over three decades of experience in
& Chief Financial the sphere of Project and Corporate Finance.
Officer Her in-depth know-how and vast experience
DIN : 01653392 leads to efficient management of company's
Project Funds, Working Capital and other
matters of Finance. She has been conferred
by the ICAI with the recognition of "Best CA
CFO Award – Woman 2016". She has also
been awarded with “Best Woman CFO Award
2018” by Yes Bank and Business World
Magazine on 11 th May 2018 at Delhi.
Shri. Nirubha B. 16th June, 22 nd December, Diploma in Mechanical Engineering. He is
Gohil, 1950 2011 aged about 70 years and is having rich
Executive Director industrial experience in the field of Erection &
DIN : 05149953 Commissioning, Operations and Maintenance
activities of Thermal Power Plants and
specializes in Pollution Control Norms, Factory
Regulations and other administrative matters.

29 35th Annual Report 2021-22


Sanghi Industries Limited

Name of Director Date of Date of Brief resume, Qualification


& DIN Birth First Appointment Expertise and Experience
Shri Sadashiv 10 th August, 1 st November, B Com, LLB, Chartered Accountant. He is
Sawrikar, 1954 1988 aged about 67 years and is having a Rich
Independent and varied experience in Finance, Corporate
Director Restructuring and other various Finance
DIN : 02073022 Related Areas and he has successfully
handled various company assignments.
Shri Devidas 1st June, 12th August, M.Com, CAIIB, MFM. He is aged about 70
Kashinath 1951 2011 years and is having a rich and varied
Kambale, experience in Banking and Finance. He is
Independent the former Chief General Manager in IDBI
Director and he was IDBI's nominee on Board of
DIN : 00020656 Directors of various companies.
Shri Dabbir Badri 14th April, 22 nd December, BE in Mechanical Engineering, MTech in Design
Narayan Rao, 1947 2011 and Production Engineering and Diploma
Independent Holder in Cement, Building Materials &
Director Construction Technology from Manila. He is
DIN : 01180539 aged about 75 years and is having a rich
and Varied experience in Erection &
Commissioning, Operations and Maintenance
of Cement Plants. He has been associated in
various capacities with many renowned
cement projects in the country. He has also
been the Director General of National Council
for Cement and Building Materials (NCBM)
and Chairman of Civil Engineering Divisional
Council for Cement and Concrete, Bureau of
Indian Standards (BIS). He is member of the
Governing Boards and Expert Committees set
up by various Ministries in the field of Cement,
Construction and Civil Engineering.
*Mr. Arvind 23rd April, 12th August, Graduate from Sydenham College of
Agarwal 1960 2021 Commerce & Economics, Mumbai. After post
Independent graduation in Commerce, he did CA
Directors Articleship with Price Waterhouse & Co.,
DIN: 00122921 Mumbai and completed CA (Intermediate)
with 11th all-India rank. He joined the Indian
Administrative Service in 1984 in the Gujarat
cadre. In a span of over 36 years in the IAS,
he served in various prominent positions in the
Government of Gujarat, namely District
Development Officer of Bharuch and Kutch
districts, Collector & District Magistrate of
Bharuch district, Commissioner of Labour,
Transport, Higher Education, Bureau of Public
Enterprises, Civil Supplies, Commissioner of
Industries, VC&MD of Gujarat Industrial
Development Corporation (GIDC), Managing
Director of Gujarat State Financial
Corporation, Chairman of Gujarat Pollution
Control Board (GPCB), Additional Chief
Secretary of Industries & Mines, Forest and
Environment, and Finance Departments. He
was also nominated as a director on
important companies of the Government of
Gujarat.

35th Annual Report 2021-22 30


Sanghi Industries Limited

Name of Director Date of Date of Brief resume, Qualification


& DIN Birth First Appointment Expertise and Experience
Shri Sundaram 3 rd 9 th November, He is Commerce and Law Graduate and also
Balasubramanian, November, 2017 an Associate Member of the Institutes of
Independent 1942 Chartered Accountants of India, Company
Director Secretaries of India and Management
DIN: 02849971 Accountants of India. He is also a member of
Delhi Bar Council. He has vast experience in
Corporate Laws. He was the Chairman of the
Company Law Board for 12 years and had
dealt with more than 3000 cases. He is the
General Editor of Ramaiya’s Guide to
Companies Act 2013. Presently, he is
practising as a consultant in Corporate Laws.
In addition he has also been functioning as
an Arbitrator.
Ms. Raina Desai 8 th January 5th February, She is a lawyer from Jindal Global Law School
Independent 1991 2020 & a Commerce Graduate from University of
Director Calcutta, is a young & dynamic
DIN : 05113035 entrepreneurial professional having core focus
in Corporate Law, Corporate Governance
and Strategy & Business Management.
Currently, She is, Director - Corporate Advisory
Services and M&A in Baker Tilly DHC & Baker
Tilly Global Centre of Excellence, a leading
consultancy firm providing services in the field
of business and tax advisory & solutions,
corporate finance advisory, assurance, risk
advisory (including forensic services &
investigations) and Global Knowledge
Services to a number of reputed corporates
worldwide. She is affiliated to the Bar Council
of Maharashtra & Goa.
* Appointed as an Independent Director w.e.f. 12th August, 2021
Confirmation regarding 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 they are independent of the management. There has been no change in the
circumstances affecting their status as an Independent Directors during the year under review.
5. Subsidiary Company
As at 31st March 2022, the Company does not have any Subsidiary Company.
6. Particulars for Investors:
Name and Designation of Compliance Officer:
Shri Anil Agrawal - Company Secretary & Compliance Officer.
E-mail: companysecretary@sanghicement.com
The Company has established In-house electronic connectivity with National Securities Depository
Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for share transfer registry work.
All Share Transfer/Demat are being processed in-house by the Company.

31 35th Annual Report 2021-22


Sanghi Industries Limited

The Company had generally attended to all complaints / queries of investors within a period of 14-
21 days from the date of receipt. As on 31 st March, 2022, no investor complaint out of the total
complaints received during the year, was pending for redressal.
Any shareholder whose grievance has not been resolved to his satisfaction may kindly write to the
Company Secretary with a copy of the earlier correspondence at the above mentioned E mail ID.
The status of Investors’ Complaints during the Financial Year 2021-22 as under:
Particulars No. of Complaints
Complaints at the beginning of the year 0
Complaints received during the year 5
Complaints resolved during the year 5
Complaints remain unresolved at the end of the year 0
7. General Body Meetings
Location, date and time of Annual General Meetings held during the last three years and special
resolutions passed:
Year Date Venue Time No. of.Special
Resolutions passed
2021 18.09.2021 In Virtual Mode through Video Conferencing
or other audio visual means 11.00 a.m. 1
2020 21.08.2020 In Virtual Mode through Video Conferencing
or other audio visual means 10.00 a.m. 4
2019 14.09.2019 Registered Office at
Sanghinagar PO. Hayatnagar Mandal,
Ranga Reddy District Telangana – 501 511 10.00 a.m. 5

The Company has neither passed any special resolution requiring a postal ballot during the Financial
Year 2021-22 nor any special resolution is proposed to be conducted through postal ballot as on
date of this report.
8. Disclosures
a) Particulars of the related party transactions are listed out in Note 34 of the Notes of Accounts
of Annual Report. However, there were no materially significant related party transactions
during the financial year 2021-22 that may have potential conflict with the interest of the
Company at large. The company has duly formed policy for related party transaction which
is uploaded on the website of the Company at https://www.sanghicement.com/policies/
b) The Company is not having any subsidiary as on 31st March 2022 and therefore the Company
is not required to adopt and approve policy for "Material Subsidiary".
c) The Company has complied with the requirements of regulatory authorities on matters related
to capital markets and no penalties/strictures imposed by the Stock Exchanges, SEBI or any
statutory authority on any matter related to capital market during the last three years.
d) In accordance with the requirements of Section 177 (9) of the Companies Act, 2013 read with
the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has a Whistle Blower Policy approved by the Board. As per the policy in force,
no person irrespective of the status or level is denied the access to the Audit Committee. The
said policy is uploaded on the website of the Company at https://www.sanghicement.com/
policies/
e) The Company has complied with all the mandatory requirements of the listing regulations, in
respect to the Corporate Governance.
f) All the mandatory recommendations of committee have been adopted by the Board.
g) During the year under review, there are no Loans or advances in the nature of loan given by
the Company to any firms/ companies in which Directors are interested.

35th Annual Report 2021-22 32


Sanghi Industries Limited

h) The Company has complied with corporate governance requirements specified in regulation
17 to 27 and clause (b) to (i) of Sub regulation (2) of regulation 46 of SEBI (Listing Obligations
and Disclosure Requirements (Regulations), 2015.
The following non-mandatory requirements have been adopted by the Company.
• The report of Auditors is with unmodified opinion with respect to the Audited Financial
Results of the Company for the quarter and year ended 31st March, 2022.
• The Internal Auditors report directly to the Audit Committee.
i) Disclosure of Accounting Treatment:
In preparation of financial statements, the Company has followed the applicable Indian
Accounting Standards. The significant accounting policies that are consistently applied have
been set out in the Notes to the Accounts.
j) Board Disclosures – Risk management:
The business risk evaluation and managing such risk is an ongoing process within the organization.
The Board is regularly briefed of risks assessed and the measures adopted by the company to
mitigate the risks.
9. Means of Communication
A. Financial Results:
The Quarterly, Half yearly and Annual Results are published in widely circulated national and
local dailies such as Financial Express and Vaartha and are displayed on the website of the
Company https://www.sanghicement.com/investors/
B. News Releases, Presentations etc:
Official News releases, press releases and presentation made to the Analysts, institutional investors
etc. are displayed on the website of the Company https://www.sanghicement.com/investors/
C. Website:
The Company’s Website www.sanghicement.com contains a separate dedicated section
namely “Investors’ ” where the useful information for the Shareholders is available.
10. General Shareholder Information
A. General Information:
Annual General Meeting : On or before 30th September, 2022
Day, Date & Time : at Sanghinagar PO. Hayatnagar Mandal,
Venue : Ranga Reddy District, Telangana – 501511.
This is registered office address. which will be Deemed
venue of meeting in case of virtual meeting to be
held through Video Conferencing / OAVM.
Financial Year / Calendar : 1st April, 2022 to 31st March, 2023
1. Results for first quarter
ending 30th June, 2022 : On or before 14th August, 2022
2. Results for second quarter
ending 30th September, 2022 : On or before 14 th November, 2022
3. Results for third quarter
ending 31st December, 2022 : On or before 14th February, 2023
4. Results for fourth quarter
ending 31st March, 2023 : On or before 30th May, 2023
Listing on Stock Exchanges
Equity Shares : 1. BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001

33 35th Annual Report 2021-22


Sanghi Industries Limited

: 2. National Stock Exchange of India Limited (NSE)


Exchange Plaza, Plot No. C/1, G Block,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051.
Debt Securities (Debentures) : BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001
The Company has paid the listing fees for both Equity
and Debt Securities as applicable to the above stock
exchanges.
Stock Code Equity
BSE : 526521
NSE : SANGHIIND
ISIN (NSDL & CDSL) : INE999B01013
Debt :
BSE : 973004
ISIN : INE999B07036
Dividend Payment Date : Not Applicable
Registered Office : Sanghinagar PO. Hayatnagar Mandal,
Ranga Reddy District,
Telangana – 501 511
Phone, Fax, E-mail : Phone : 08415 – 242240
Fax : 08415 – 242239
E-mail: companysecretary@sanghicement.com
Plant Location : Sanghipuram, Village Motiber,
Taluka Abdassa,
District Kutch, Gujarat – 370 511
Address for Investors : To the Company at its registered office address
Correspondence
Registrar & Transfer Agent (RTA) : The Company has established In House electronic
connectivity with NSDL & CDSL for Share Transfer
Registry Work.
All Share Transfer / Demat are being processed
completely in house by the Company.
Address for Correspondence
Registered office of the Company

B. Share Transfer System:


As mandated by SEBI, securities of the Company can be transferred / traded only in demat
mode. Further SEBI vide its circular dated 25.01.2022 has mandated that all the requests received
for issue of duplicate shares, renewal / exchange of share certificates / consolidation / splitting
/ division / transmission and transposition which were allowed in physical form should be
processed in dematerialised mode only.
The Company completes the process of relodged transfer requests for which an average time
taken for processing of share transfers is approximately 15 days from the date of receipt of
request, provided the documents are found in order.
As on 31st March, 2022 all the shares of the Company are in demat form.

35th Annual Report 2021-22 34


Sanghi Industries Limited

C. Market Price Data:


Monthly high / low price of shares of the company traded on BSE Limited (BSE) and National
Stock Exchange of India Ltd. (NSE) during the financial year 2021-22 are as under:

Sl. No. Month BSE NSE


High Low High Low
1 Apr-2021 47.75 40.20 47.80 40.30
2 May-2021 52.65 44.75 52.70 44.80
3 Jun-2021 63.00 45.65 62.85 45.60
4 Jul-2021 70.80 53.45 70.80 53.40
5 Aug-2021 84.70 59.60 84.90 59.40
6 Sept-2021 76.30 64.00 76.40 64.10
7 Oct-2021 73.30 64.75 73.50 64.55
8 Nov-2021 74.75 56.00 74.50 55.25
9 Dec-2021 63.00 52.65 61.90 52.65
10 Jan-2022 66.20 54.95 66.20 54.90
11 Feb-2022 61.50 40.35 61.40 40.05
12 Mar-2022 49.15 42.20 49.10 42.20

D. Distribution of Equity Shareholding as on 31st March, 2022

No. of Shares No. of Shareholders No. of Shares


Total % Total % of
Share Capital
1 – 500 46577 80.02 6897957 2.75
501 – 1000 5516 9.48 4581471 1.83
1001 – 2000 2879 4.95 4499939 1.79
2001 – 3000 1041 1.79 2718463 1.08
3001 – 4000 449 0.77 1631010 0.65
4001 – 5000 490 0.84 2349802 0.94
5001 – 10000 667 1.15 5137829 2.05
10001 – and above 589 1.01 223183529 88.92
Total 58208 100.00 251000000 100.00

35 35th Annual Report 2021-22


Sanghi Industries Limited

E. Distribution of Equity Shareholding according to categories of Shareholders as on 31st March,


2022
Category No. of Shares Amount (in J) % to total
of Rs. 10/- each
Promoter & Promoter Group 17,65,38,629 1,76,53,86,290 70.33
Public
a ) Mutual Funds 0 0 0
b ) Alternative Investment Funds 0 0 0
c ) Foreign Portfolio Investor 4,77,102 47,71,020 0.19
d ) FIs / Banks 0 0 0.00
e ) Insurance Companies 0 0 0
f) FII 0 0 0
g ) Non-resident Indians / OCBs 15,98,322 1,59,83,220 0.64
h ) Trust 1,000 10,000 0.00
i) Clearing Members 5,22,521 52,25,210 0.21
j) Bodies Corporate 93,00,853 9,30,08,530 3.71
k) Individual / HUF 6,25,61,573 62,56,15,730 24.92
Total 251000000 251,00,00,000 100.00

F. Dematerialization of Shares and Liquidity:


The Company’s shares are available for trading on National Stock Exchange of India Limited
(NSE) and BSE Limited (BSE).
As on 31st March, 2022, 100% of the Equity Share Capital, representing 25,10,00,000 shares were
held in demat mode.
Performance in comparison to the Broad-based indices:

35th Annual Report 2021-22 36


Sanghi Industries Limited

G. Non Convertible Debentures:


The Company has following Non Convertible Debentures issued on Private Placement basis
listed on ‘Wholesale Debt Market’ Segment of BSE Limited during the year under review.
Sr. Script Code ISIN Description
1 973004 INE999B07036 3050Listed, Rated, Secured, Redeemable,
Non-Convertible Debentures of Face Value of
Rs. 10,00,000/- each

H. Details of Debenture Trustee:


Vistra ITCL (India) Limited
Mr. Jatin Chonani, Compliance Officer
CIN : U66020MH1995PLC095507,
The IL&FS Financial Centre, Plot No. 22, G Block,
Bandra Kurla Complex, Bandra (East),
Mumbai, 400 051, India
Tel: +91 22-26593535
Email: itclcomplianceofficer@vistra.com Website: www.vistraitcl.com

I. Credit Rating of Debt Instruments :


The Credit rating as on 31st March, 2022 are as under :
Instrument Amount Rating Agency Rating Outlook
Type (Rupees
in Crore)
Term Loan Rs.794.50 Crore India Rating & Research IND A- Negative
(Revised from Pvt. Ltd. (Revised from
Rs. 837 Crore) IND A)
Non- Rs. 305 Crore (A Fitch Group Company) IND A- Negative
Convertible (Revised from
Debentures IND A)
Fund based Rs 285 Crore IND A- Negative
Limits (Revised from
IND A)
Non fund Rs 40 Crore IND A2+ -
based limits (Revised from
IND A1)

J. Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely
impact on equity:
There is no outstanding GDRs / ADRs / warrants or any convertible instruments as on date.
K. Commodity price risk or foreign exchange risk and hedging activities: Not Applicable
L. Total fees for all services paid by the Company to the Statutory Auditors:

Payment to Joint Statutory Auditors Amount (J In Cr)


Payment for Statutory Audit 0.30
Payment for Limited Review 0.07
Total 0.37
M. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
The disclosure in relation to the above including the details of complaints if any is mentioned
in the Directors' Report of the Company.

37 35th Annual Report 2021-22


Sanghi Industries Limited

N. Certificate from Practising Company Secretary :


The Company has received Certificate from Parikh Dave & Associates, Practicing Company
Secretaries certifying that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as Directors of the Company by
the Board/Ministry of Corporate Affairs or any such statutory Authority. The certificate forms
part of this report.
O. Secretarial Auditors
M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial
Auditors of the Company for the financial year 2021-22 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.
11. CEO/CFO Certification
The Chairman and Managing Director / Chief Financial Officer of the Company give annual
certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of
SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015. The Chairman and Managing
Director / Chief Financial officer also give quarterly certification on financial results to the Board in
terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Declaration regarding affirmation of Code of Conduct
Pursuant to the provisions of Regulation 17 and requirement of Part D of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and according to the information provided
/ available, it is hereby confirmed that all the Board Members and Senior Management Personnel
have affirmed compliance with the Code of Conduct of the Company for the Financial Year 2021-
2022. The Code of Conduct is also posted on the website of the Company www.sanghicement.com/
policies.

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi


Date : 24th May, 2022 Chairman & Managing Director
(DIN: 00033594)

35th Annual Report 2021-22 38


Sanghi Industries Limited

CERTIFICATE

To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581

We have examined relevant registers, records, forms, returns and disclosures in respect of the Directors of
SANGHI INDUSTRIES LIMITED (the Company) having its registered office situated at Sanghi Nagar, Ranga
Reddy District, Telangana - 501511 which were produced before us by the Company for the purpose of
issuing a certificate as stipulated in Regulation 34 (3) read with Clause (10) (i) of Part C of Schedule V of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, amended from time to time.
In our opinion and to the best of our information and on the basis of the verification of the above stated
documents (including the status of Directors Identification Number - DIN at the portal of Ministry of
Corporate Affairs - MCA www.mca.gov.in), we hereby certify that none of the Directors on the Board of
the Company as on 31.03.2022 have been debarred or disqualified from being appointed or continuing
as a Directors of the Company by the Board i.e. Securities and Exchange Board of India (SEBI), Ministry of
Corporate Affairs (MCA) or any such statutory authority.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility
of the Management of the Company. Our responsibility is to express an opinion on the basis of verification
of documents produced before us and made available to us.

For, Parikh Dave & Associates


Company Secretaries

Place : Ahmedabad Umesh G. Parikh


Date : 07-05-2022 Partner
Practicing Company Secretary
FCS No. 4152 C P No. 2413
UDIN: F004152D000286445

39 35th Annual Report 2021-22


Sanghi Industries Limited

CEO / CFO CERTIFICATION


The Board of Directors
Sanghi Industries Limited

We certify that:
1. We have reviewed the financial statements and cash flow statement of Sanghi Industries Limited (the
“Company”) for the financial year ended 31st March, 2022 and that to the best of our knowledge
and belief:
these statements do not contain any materially untrue statement or omit any material fact or contain
any statement that might be misleading.
These statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
2. To the best of our knowledge and belief, there are no transactions entered into by the Company
during the year ended 31st March, 2022, which are fraudulent, illegal or violative of the Company’s
Code of Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and
that we have evaluated the effectiveness of the internal control systems of the Company pertaining
to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in
the design or operation of such internal controls, if any, of which we are aware and the steps we
have taken or proposed to take to rectify these deficiencies.
4. We have indicated to the Auditors and the Audit Committee, wherever applicable:
• significant changes in internal control over financial reporting during the year, if any;
• significant changes in accounting policies during the year, if any, and the same have been
disclosed in the notes to the financial statements; and
• instances of significant fraud of which we have become aware and the involvement therein,
if any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.

Place : Ahmedabad Ravi Sanghi Bina Engineer


Date : 24th May, 2022 Chairman & Managing Director Whole-time Director & CFO
(DIN: 00033594) (DIN: 01653392)

35th Annual Report 2021-22 40


Sanghi Industries Limited

Annexure II
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
In terms of Section 178 of the Companies Act, 2013 read with the applicable rules thereunder and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nomination and Remuneration
Committee recommended the policy on nomination and remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company which was approved and adopted by the Board of
Directors of the Company.
Objectives:
• To provide guidance to the Board for appointment and removal of Directors, KMP and Senior
Management;
• To formulate criteria for performance evaluation of Directors, KMP and Senior Management and to
provide necessary evaluation report to the Board;
• To recommend to the Board remuneration payable to the Directors, KMP and Senior Management.
Role of Nomination and Remuneration Committee:
The Committee shall perform the role for following matters:
Criteria for appointment of Director:
• To determine the age, qualifications, qualities, skills, positive attributes and independence of a director
and other expertise required to be a Director.
Nomination of directors:
• Identifying, screening and reviewing candidates qualified to be appointed as Executive Directors,
Non-Executive Directors and Independent Directors.
• Recommending to the Board candidature for appointment or re-appointment of Directors;
• The Nomination and Remuneration Committee may act on its own in identifying potential candidates,
inside or outside the Company, or may act upon proposals submitted by the Chairman of the Board
of Directors. The Committee will review and discuss all documents pertaining to candidates and will
conduct evaluation of candidates in accordance with a process that it deem fit and appropriate,
passing on the recommendations for the nomination to the Board.
Evaluation of Director:
The Committee develops, subject to approval by the Board, a process for an annual evaluation of the
performance of the Board, the individual directors on the basis of detailed performance parameters set
for directors at the beginning of the year.
The Committee may, from time-to-time, also evaluate the usefulness of such performance parameters,
and make necessary amendments.
Consultative role:
• The Nomination and remuneration Committee plays a consultative role for any appointment requiring
Board approval, as stipulated by law or regulation, for senior management positions. It provides its
advice and recommendations to the Board.
Senior Management of the Company consist of:
All the officers / personnel of the Company involved in the core management team and all the members
excluding the Board of Directors of the management that are one level below CEO / MD/ WTD / Manager
and includes the Chief Financial Officer and Company Secretary of the Company.
Evaluation of KMP and Senior Management:
• The committee shall annually review and approve for the KMP and Senior Management the corporate
goals and objectives applicable to them, evaluate at least annually their performance in light of
those goals and objectives, and determine and approve their (a) annual base salary, (b) annual
incentive bonus, including the specific goals and amount, (c) any other benefits, compensation or
arrangements, based on this evaluation.

41 35th Annual Report 2021-22


Sanghi Industries Limited

• The Committee may also make recommendations to the Board with respect to incentive
compensation plans. The committee may review the Company's incentive compensation
arrangements to determine whether they encourage excessive risk-taking, review and discuss at
least annually the relationship between risk management policies and practices and compensation,
and evaluate compensation policies and practices that could mitigate any such risk.
Duties of Nomination and Remuneration Committee:
A. The duties of the Committee in relation to nomination matters include:
1. To ensure that appropriate induction and training programme are in place for new Directors
and members of Senior Management and to periodically review its effectiveness;
2. To ensure that on appointment, Non-Executive Directors receive a formal letter of appointment
in accordance with the Guidelines provided under the Companies Act, 2013;
3. To ensure that the Independent Directors continues to fulfill the Independence criteria as
specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time;
4. To determine the appropriate size, diversity and composition of the Board;
5. To identify and recommend names of Directors who are to retire by rotation;
6. To set up a formal and transparent procedure for selecting Directors for appointment to the
Board;
7. To evaluate the performance of the Board members and Senior Management in the context
of the Company’s performance from business and compliance perspective;
8. To develop a succession plan for the Board and Senior Management and to regularly review
the plan;
9. To recommend necessary changes in the Board;
10. To delegate any of its powers to the members or the Secretary of the Committee;
11. To decide extension or to continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors;
12. To recommend for continuation of term of Independent Directors who have attained the age
of 75 years;
13. To consider any other matters as may be requested by the Board.
B. The duties of the Committee in relation to remuneration matters include:
a) To recommend the remuneration payable to the Senior Management of the Company in
accordance with the Remuneration Policy of the Company and while designing the
remuneration package it must consider that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate directors of the quality required to run
the company successfully;
b) To ensure that the remuneration to Directors, KMP and Senior Management of the Company
involves a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its goals;
c) To delegate any of its powers to the members or the Secretary of the Committee;
d) To consider any other matters as may be requested by the Board

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi


Date : 24th May, 2022 Chairman & Managing Director
(DIN: 00033594)

35th Annual Report 2021-22 42


Sanghi Industries Limited

Annexure III
Form No. MR-3

SECRETARIAL AUDIT REPORT


FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581
Sanghi Nagar, P.O.Hayatnagar,
Tq. RangaReddy, Dist. Hyderabad,
Telangana – 501511.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by SANGHI INDUSTRIES LIMITED (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers,
agents and authorized representatives whether electronically or otherwise during the conduct of secretarial
audit; we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on March 31, 2022 generally complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained
by the Company for the financial year ended on March 31, 2022 and made available to us, according
to the provisions of:
i. The Companies Act, 2013 (the Act) and the Rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 - Not applicable during the year under review;
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
(up to 12th August, 2021) and The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (with effect from 13th August, 2021)- Not applicable
during the year under review;
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008 (up to 16th August 2021)- As there is no fresh issue of any Non-Convertible Debt security
during the year, the said provisions are not applicable in the reporting year. The debt securities

43 35th Annual Report 2021-22


Sanghi Industries Limited

already listed are governed by provision of The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act, 2013 and dealing with client - The Company
has established In-House electronic connectivity with National Securities Depository Limited
(NSDL) & Central Depository Services (India) Limited (CDSL) for Share Transfer Registry Work. All
Share Transfer / Demat work are being processed in house by the Company;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (up
to 9th June 2021) and The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 (with effect from 10th June 2021)- Not applicable during the year under
review;
h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 - Not
applicable during the year under review;
i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 (with effect from 16th August 2021)- As there is no fresh issue of any Non-
Convertible security during the year, the said provisions are not applicable in the reporting
year. The debt securities already listed are governed by provision of The Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We have also examined compliance with the applicable Standards / Clauses / Regulations of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India(ICSI) and made effective
from time to time.
ii. The Uniform Listing Agreement entered into by the Company with National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE).
During the Audit period under review, the Company has complied with provisions of the applicable Act,
Rules, Regulations, Guidelines, Standards, etc. as mentioned above.
We further report that:
Having regard to the Compliance system prevailing in the Company and on examination of relevant
documents and records in pursuance thereof on test - check basis, the Company has generally complied
with the material aspects of the following laws specifically applicable to the Company being engaged in
the Cement Industry:
1. The Atomic Energy Act, 1962 read with Atomic Energy (Radiation Protection) Rules, 2004;
2. Indian Boiler Act, 1923 read with Gujarat Boiler Rules, 1966;
3. The Petroleum Act, 1934;
4. Mines Act, 1952;
5. The Mines and Mineral (Development and Regulations) Amendment Act, 2015;
6. Mineral Conservation and Development (Amendment) Rules, 2016;
7. Explosive Rules, 2008;
8. Ammonium Nitrate Rules, 2012;
9. Mineral (Auction) Rules, 2015;
10. The Minerals (Evidence of Mineral Contents) Rules, 2015;
11. Hazardous Waste (Management, Handling &Transboundary Movement) Rules, 2008;
12. Bio-Medical Waste (Manufacturing and Handling) Rules, 2008.

35th Annual Report 2021-22 44


Sanghi Industries Limited

We further report that:


The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors including Women Independent Director. The changes in
the composition of the Board that took place during the year under review were carried out in compliance
of the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings in due compliance of law.
Agenda were sent well in advance and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the meetings of Board of Directors/Committees of the Company were carried unanimously.
We were informed that there were no dissenting views of the members on any of the matters during the
year that were required to be captured and recorded as part of the minutes.
We further report that:
Based on the review of compliance mechanism established by the Company, the information provided
by the Company, its officers and authorized representatives during the conduct of the audit and compliance
certificate placed before the Board Meeting, we are of the opinion of that there are adequate systems
and processes in the Company commensurate with the size and operations of the Company to monitor
and ensure compliance with applicable general laws, rules, regulations and guidelines.
We further report that:
The Compliance by the Company of the applicable financial laws like Direct and Indirect Tax laws, has
not been reviewed in this Audit since the same have been subject to the review by the Statutory Auditors
and other designated professionals.
We further report that:
During the Audit period under review, there were no instances of:
a) Public/Right issue of shares/ debentures/sweat equity etc.
b) Redemption / buy-back of securities.
c) Obtaining the approval from shareholders under Section 180 of the Companies Act, 2013.
d) Merger / amalgamation / reconstruction etc.
e) Foreign technical collaborations.

FOR PARIKH DAVE & ASSOCIATES


COMPANY SECRETARIES
ICSI Unique Code No.: P2006GJ009900
Peer review Certificate No.: 796/2020

PLACE : AHMEDABAD UMESH G. PARIKH


DATE : 7th May, 2022 PARTNER
FCS NO. 4152 CP. NO. 2413
UDIN: F004152D000286478

Notes:
This report is to be read with our letter of even date which is annexed as Annexure – A and forms an
integral part of this report.

45 35th Annual Report 2021-22


Sanghi Industries Limited

ANNEXURE - A
To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581
Sanghi Nagar, P.O.Hayatnagar,
Tq. RangaReddy, Dist. Hyderabad,
Telangana – 501511.

Our report of even date is to be read along with this letter.


1. Maintenance of secretarial records is the responsibility of the management of the company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain responsible
assurance about the correctness of the contents of Secretarial records. The verification was done on
test basis to ensure that correct facts are reflected in secretarial records. We believe that the process
and practices followed by us provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the company.
4. Wherever required, we have obtained the management representation about the compliance of
laws, rules and regulations and happening of events etc.
5. The Compliance of the provision of Corporate and other applicable laws, rules, regulations, standards
is the responsibility of management. Our examination was limited to verification of procedure on test
basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor the
efficacy or effectiveness with which the management has conducted the affairs of the company.

FOR PARIKH DAVE & ASSOCIATES


COMPANY SECRETARIES
ICSI Unique Code No.: P2006GJ009900
Peer review Certificate No.: 796/2020

PLACE : AHMEDABAD UMESH G. PARIKH


DATE : 7th May, 2022 PARTNER
FCS NO. 4152 CP. NO. 2413
UDIN: F004152D000286478

35th Annual Report 2021-22 46


Sanghi Industries Limited

Annexure - IV

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 (1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
(i) Ratio of the remuneration of each director to the median remuneration of the employees of the
company for the financial year ended 31st March, 2022;

Sr. No. Director Remuneration Median Ratio


(J in lacs P.A.) Remuneration
(Refer Note 1) (J in lacs P.A.)
1. Shri Ravi Sanghi 261.40 7.27 36
2. Shri Aditya Sanghi 164.55 7.27 23
3. Shri Alok Sanghi 164.55 7.27 23
4. Smt. Bina Engineer 164.55 7.27 23
5. Shri N B Gohil 65.00 7.27 9

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary
in the financial year;

Sr. No. Name Designation % Increase


1. Shri Ravi Sanghi Chairman and Managing Director Nil
2. Shri Aditya Sanghi Whole Time Director Nil
3. Shri Alok Sanghi Whole Time Director Nil
4. Smt. Bina Engineer Whole Time Director and Chief Financial Officer Nil
5. Shri N B Gohil Whole Time Director Nil
6. Shri Anil Agrawal Company Secretary 14.22

Note
During the financial year 2021-22, the Company has rewarded all the employees with one month salary
including Executive Directors.
The Other Directors are Non Executive Directors and are receiving sitting fee of Rs. 30,000 (Rupees Thirty
Thousand Only) from the Company for attending each meeting of the Board and receiving sitting fee of
Rs. 10,000 (Rupees Ten Thousand Only) from the Company for attending each meeting of the Audit
Committee/ Nomination and Remuneration Committee/ Corporate Social Responsibility Committee/ Risk
Management Committee of Directors and for attending the Independent Directors meeting.
(iii) The percentage increase/decrease in the median remuneration of employees in the financial
year: 20.17 % increase in median remuneration of employees of the Company.
(iv) The number of permanent employees on the rolls of company: 767 Employees.
(v) Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
The average increase in salaries of employees other than managerial personnel in 2021-22 was
18.19% There was no change in the Managerial remuneration during the year 2021-22 apart from
14.22% increase in remuneration of Company Secretary of the Company

47 35th Annual Report 2021-22


Sanghi Industries Limited

Note:
During the financial year 2021-22, the Company has rewarded all the employees with one month salary
including Executive Directors
(vi) Affirmation that the remuneration is as per the remuneration policy of the company:
It is affirmed that the remuneration paid is as per the remuneration policy of the company.

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi


Date : 24th May, 2022 Chairman & Managing Director
(DIN: 00033594)

35th Annual Report 2021-22 48


Sanghi Industries Limited

Annexure - V
ANNUAL REPORT ON CSR ACITIVITIES
1. A brief outline of the Company's CSR Policy
The company has framed the Corporate Social Responsibility (CSR) policy in compliance with the
provisions of the Companies Act, 2013 The CSR policy enumerating the CSR Activities / projects /
programs undertaken / to be undertaken by the Company is in accordance with the Schedule VII
of the Companies Act, 2013
2. Composition of CSR Committee
Our CSR committee comprises of following members:
Shri S. Balasubramanian, Chairman
Shri Aditya Sanghi, Member
Shri N B Gohil, Member
The details of number of meetings held and attended by the members are provided in the Corporate
Governance Report which is attached to and forming part of Directors' Report.

3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the
board are disclosed on the website of the company.
http://www.sanghicement.com/policies

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).
Not applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any

Sr. Financial year Amount available for set-off Amount required to be setoff
No. from preceding financial years for the financial year, if any
(in J) (in J)
N.A.

6. Average net profit of the Company as per Section 135 (5)

Particulars (J In Crore)
Average net profits for last three financial years 76.84

7. (a) Two percent of average net profit of the company as per section 135(5)

Particulars (J In Crore)
Prescribed CSR expenditure (2% of J 70.42 Crore) 1.54

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial
years. NIL
(c) Amount required to be set off for the financial year. Nil
(d) Total CSR obligation for the financial year (7a+7b-7c). J 1.54 Cr.

49 35th Annual Report 2021-22


Sanghi Industries Limited

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Amount Unspent (in J Crore)


Spent for the Total Amount transferred to Amount transferred to any fund
Financial Year Unspent CSR Account as per specified under Schedule VII as per
(in J crores) section 135(6) second proviso to section 135(5).
Amount Date of Name of Amount Date of
transfer the Fund Transfer
1.57 N.A.
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. N a m e Item Local Location Project Amount Amount Amount Mode Mode
No. of the from area of the duration allocated spent transferred of of
Project the (Yes / project for the in the to Unspent Impleme- Impleme-
list of No) project current CSR ntation ntation-
activities (in J ) financial Account –Direct Through
in Year for the (Yes/No) Impleme-
Schedule (in J ) project ntation
VII to as per Agency
the Act. Section CSR
135(6) Regist-
(in J) ration
Number
N.A.

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

Sr. Name of Item from Local Location of Amount Mode of Mode of


No. the Project the list of area the project spent impleme- implementation -
activities in (Yes / for the ntation– Through
schedule VII No) project Direct implementing
to the Act (in J (Yes/No) agency
Lakhs)
State District Name CSR
Registration
Number
1 Animal Animal Yes Gujarat Kutch 0.11 Yes NA
Welfare welfare
Activity
2 Providing Promoting Yes Gujarat Kutch 27.52 No Sarvodaya Trust
Medical health care CSR00006400
Treatment including
and preventinve
facilities. health care
3 Education Promoting Yes Gujarat Kutch 29.19 No Sarvodaya Trust
activities- Education CSR00006400
School including
Expenses special
education
and
employment
enhancing
vocation skills

35th Annual Report 2021-22 50


Sanghi Industries Limited

Sr. Name of Item from Local Location of Amount Mode of Mode of


No. the Project the list of area the project spent impleme- implementation -
activities in (Yes / for the ntation– Through
schedule VII No) project Direct implementing
to the Act (in J (Yes/No) agency
Lakhs)
State District Name CSR
Registration
Number
4 Green Belt Ensuring the Yes Gujarat Kutch 55.16 Yes NA
Develo- environment
pment sustainability,
ecological
balance and
protection of
flora and
fauna
5 Measures Promoting Yes Gujarat Kutch 38.45 Yes NA
taken for health care
prevention including
of COVID preventive
19 health care
and
sanitation
6 Promoting Promoting Yes Gujarat Kutch 0.48 No Smile Foundation
education education CSR00001634
amongst and
children in healthcare
slum areas, including
providing preventive
healthcare healthcare
facilities
and
improving
livelihood
of people
residing in
slum areas
and
Women
Empower-
ment
7 Providing Promoting Yes Gujarat Kutch 3.00 No Impact
oxygen healthcare Foundation
concent- including (India)
rators to preventive CSR00001920
hospitals healthcare
for
treatment
of COVID
impacted
patients

51 35th Annual Report 2021-22


Sanghi Industries Limited

Sr. Name of Item from Local Location of Amount Mode of Mode of


No. the Project the list of area the project spent impleme- implementation -
activities in (Yes / for the ntation– Through
schedule VII No) project Direct implementing
to the Act (in J (Yes/No) agency
Lakhs)
State District Name CSR
Registration
Number
8 Providin Promoting Yes Gujarat Kutch 2.98 Yes NA
Medical health care
assistance/ including
support. preventive
health care.
Total 156.89
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: N.A.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) : Rs. 1.57 Cr.
(g) Excess amount for set off, if any
Sr. No. Particular Amount (in
J in crores)
I. Two percent of average net profit of the company as per section
135(5) 1.54
II. Total amount spent for the Financial Year 1.57
III. Excess amount spent for the financial year [(II)-(I)] 0.03
IV. Surplus arising out of the CSR projects or programmes or activities
of the previous financial years, if any -
V. Amount available for set off in succeeding financial years [(III)-(IV)] -

9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Amount Amount transferred to any fund Amount
No. Financial transferred spent in specified under Schedule VII remaining
Year to Unspent the as per section 135(6), if any to be
CSR Account reporting spent in
under Financial succeeding
section 135 (6) Year financial
(in J) (in J ) Name Amount Date of years
of the (in Rs) transfer (in J )
Fund
N.A.
(b) Details of CSR amount spent in the financial year for ongoing projectsof the preceding financial
year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Project N a m e Financial Project Total Amount Cumulative Status
No. ID of the Year in duration amount spent on amount of the
Project which the allocated the project spent at project -
project for the in the the end of Completed
was project reporting reporting / Ongoing
commen- (in J ) Financial Financial
ced Year Year
(in Rs) (in J )
N.A.

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Sanghi Industries Limited

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created
or acquired through CSR spent in the financial year(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s):NIL
(b) Amount of CSR spent for creation or acquisition of capital asset:NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc.: NIL
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset):NIL
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as
per section 135(5). Not Applicable
The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in
compliance with the CSR objectives and policy of the Company.

Place : Ahmedabad S. Balasubramanian Ravi Sanghi


Date : 24th May, 2022 Chairman–CSR Committee Chairman & Managing Director
(DIN: 02849971) (DIN: 00033594)

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Annexure-VI

BUSINESS RESPONSIBILITY REPORT FOR THE FINANCIAL YEAR 2020-21


Section A: General Information about the Company
1 Corporate Identity Number (CIN) L18209TG1985PLC005581
2 Name of the Company Sanghi Industries Limited
3 Registered Address Sanghinagar P.O. Hayatnagar Mandal,
R R District, Telangana – 501 511.
4 Website www.sanghicement.com
5 E-mail id companysecretary@sanghicement.com
6 Financial Year reported 2021-22
7 Sector(s) that the Company is engaged Industrial Group Description
in (industrial activity code wise) 2394 Ordinary Portland and Portland
Pozzolana Cement
8 List three key product/services that the Cement
Company manufactures/provides (as in Clinker
balance sheet) RMC

9 Total number of locations where business


activity is undertaken by the Company:
Number of International Locations NIL
Number of National Locations Seven
10 Markets served by the Company Local - Yes
(Local/State/National/International) State - Yes
National - Yes
International - Yes

Section B: Financial Details of the Company


1 Paid up capital (INR) J 251.00 Crore
2 Total turnover (INR) J 1140.52 Crore
3 Total Profit after taxes (INR) J 40.62 Crore
4 Total Profit after taxes and other Compre- J 40.49 Crore
hensive income (INR)
5 Total Spending on CSR as percentage of Total Spending on CSR as percentage of profit After tax
profit After tax (%) (%) The company has spent Rs. 1.57 crores during
financial year 2021-22 which amounts to 2.04% of the
average net profits for last three years.
6 List of activities in which expenditure in 5 1. Animal Welfare
above has been incurred 2. Promoting education including special education
and employment enhancing vocation skills
3. Promoting health care including preventive health
care, livelihood enhancement projects and
empowering women
4. Ensuring the environment sustainability, ecological
balance and protection of flora and fauna
5. Measures for prevention of COVID 19 (Sanatization,
Testing, Mask, etc.)

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Sanghi Industries Limited

Section C: Other Details


1 Does the Company have any Subsidiary As on 31 st March, 2022, the Company does
Company / Companies? nothave any Subsidiary Company.
2 Do the Subsidiary Company / Companies Not Applicable
participate in the BR initiatives of the parent
Company? If yes, then indicate the number of
such subsidiary company(s)?
3 Do any other entity / entities (e.g. suppliers, No other entity / entities with whom Company
distributors etc) that the Company does business does business i.e. suppliers, distributors, etc. do
with, participate in the BR initiatives of the not participate in the BR initiatives of the
Company? If yes, then indicate the percentage Company.
of such entity/entities? [Less than 30%, 30- 60%,
More than 60%]

Section D: BR Information
1. Details of Director / Directors responsible for BR:
a) Details of the Director / Directors responsible for implementation of the BR Policy / Policies:
Sr. No. Particulars Details
1 DIN (if applicable) 05149953
2 Name Shri N B Gohil
3 Designation Whole Time Director

b) Details of the BR Head:


Sr. No. Particulars Details
1 DIN (if applicable) 05149953
2 Name Shri N B Gohil
3 Designation Whole Time Director
4 Telephone Number 02831-274131/32/33
5 E mail Id info@sanghicement.com
2. Principle-wise (as per NVGs) BR Policy / Policies:
a) Details of compliance (Reply in Y/N)
Sr. Questions Business Product Emp-- Stake- Human Enviro- Policy Inclu- Custo-
No. Ethics Life loyee holder Rights nment Advo- sive mer
Respo- Well- Engage- cacy Growth Value
nsibility being ment
P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy Y Y Y Y Y Y - Y Y
/ policies for …..
2 Has the policy been Y Y Y Y - Y - Y -
formulated in
consultation with the
relevant stakeholders?
3 Does the policy Y Y Y Y Y Y - Y Y
conform to any national
/ international standards?
If yes, specify? (50 words)

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Sr. Questions Business Product Emp-- Stake- Human Enviro- Policy Inclu- Custo-
No. Ethics Life loyee holder Rights nment Advo- sive mer
Respo- Well- Engage- cacy Growth Value
nsibility being ment
P1 P2 P3 P4 P5 P6 P7 P8 P9
4 Has the policy been Y Y Y Y Y Y - Y Y
approved by the Board?
If yes, has it been signed
by MD / owner / CEO /
appropriate Board
Director?
5 Does the company have Y Y Y Y Y Y - Y Y
a specified committee of
the Board/ Director /
Official to oversee the
implementation of the
policy?
6 Indicate the link for the www.sanghicement.com/policies
policy to be viewed
online?
7 Has the policy been The policies have been communicated to key stakeholders of the
formally communicated Company. The communication is an on-going process to cover
to all relevant internal all stakeholders.
and external
stakeholders?
8 Does the Company have Y Y Y Y Y Y - Y Y
in-house structure to
implement the policy /
policies?
9 Does the Company have Y Y Y Y Y Y - Y Y
a grievance redressal
mechanism related to the
policy/policies to address
stakeholders’ grievances
related to the policy /
policies?
10 Has the Company Y Y Y Y Y Y - Y Y
carried out independent
audit/evaluation of the
working of this policy by
an internal or external
agency?

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Sanghi Industries Limited

b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick
up to 2 options)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood
the Principles
2 The company is not at a stage where
it finds itself in a position to formulate
and implement the policies on
specified principles
3 The company does not have financial Not Applicable
or manpower resources available for
the task
4 It is planned to be done within next
6 Months
5 It is planned to be done within the
next 1 year
6 Any other reason (please specify)

3. Governance related to BR:


1 Indicate the frequency with which the Board The management of the Company oversees the
of Directors, Committee of the Board or CEO implementation and monitor the BR performance
meet to assess the BR performance of the on periodical basis at-least annually.
Company.
Within 3 months, 3-6 months, Annually, More
than 1 year

2 Does the Company publish a BR or a The Business Responsibility Report (BRR) is applicable
Sustainability Report? What is the hyper-link to our company w.e.f. 1st April, 2021.
published? Company will publish BRR annually alongwith Annual
Report.
Section E: Principle-wise Performance
Principle-1: Business should conduct and govern themselves with Ethics, Transparency and Accountability:

1 Does the policy relating to ethics, bribery Company has adopted a policy of Code of Business
and corruption cover only the company? Conduct and Ethics. The policy relating to ethics,
Yes/ No. Does it extend to the Group/Joint bribery and corruption covers the Directors as well
Ventures/ Suppliers / Contractors /NGOs / as employees of the organization. Additionally, the
Others? company has also adopted Code of Conduct for
Vendors & Business Ethics Policy. The said policy
covers suppliers / vendors / agents / contractors etc.

2 How many stakeholder complaints have Total five complaints were received and all were
been received in the past financial year and resolved. As on 31.03.2022 no complaint is
what percentage was satisfactorily resolved outstanding.
by the management? If so, provide details
thereof, in about 50 words or so.

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Principle 2: Business should provide goods and services that are safe and contribute to sustainability
throughout their life cycle:

1 List up to 3 of your products or services whose The company manufactures Clinker & different types
design has incorporated social or of Cements such as Ordinary Portland Cement
environmental concerns, risks and /or (OPC), Portland Pozollana Cement (PPC) and
opportunities. Portland Slag Cement (PSC).
The company realize its obligations on environmental
& social governance. Therefore, the company has
made all efforts to ensure that the product is
manufactured in a safe, environment friendly and
responsible manner. The company has constantly
improved operational efficiencies, reduced waste
generation, reuse and recycling it, reducing specific
energy and water consumption over the years.
The company has adopted best in class technologies
and processes to manufacture its product, utilizing
optimum resources.
Manufacturing process involves use of six stage three
strings pre-heater, vertical roller mill, state of the art
clinker loading terminals, surface miner for mining
and closed circuit cement grinding systems which
are most energy efficient and technologically
advanced as on date. The company has
implemented series of measures during the year such
as increasing the amount of alternative raw material
and fuels in the manufacturing process, increase of
composite cement mix to increase the utilization of
ash and slag. Thus, saving natural resources. Regular
carbon footprint analysis is being done to reduce
greenhouse gas emissions and massive tree
plantation has been done in the entire complex.

2 For each such product, provide the following The company is committed to sustainable
details in respect of resource use (energy, production and consumption. The company strives
water, raw material etc) per unit of product its best to reduce the specific resources consumed
(optional): per unit of cement produced. The Company has
conducted energy audit by external agency for the
a ) Reduction during sourcing / production heat and mass balance of process optimization of
/ distribution achieved since the previous clinker and cement manufacturing regularly.
year through the value chain: The plant has reduced their energy consumption by
2.1% during 2021-22 compared to 2020-21. The
specific water consumption has been reduced by
1.1 % compared to previous year by implementing
water conservation initiatives.
The company has replaced the conventional cooling
tower with new advanced cooling tower to reduce
the water consumption.
Line-2 clinker plant started with existing additive &
coal handling system without compromising the
productivity of the both plants by upgradation of
the existing system.
b ) Reduction during usage by consumers Not applicable as company does not collect any
(energy, water) achieved since the information on energy & water from its customers.
previous year?

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3 Does the Company have procedures in place Yes, the company has a sustainable sourcing strategy.
for sustainable sourcing (including The company ensures during the primary transport
transportation)? If yes, what percentage of Vendor selection process that Vendors confirm to
your inputs was sourced sustainably? Also, social, ethical and environment performance factors.
provide details thereof, in about 50 words or This is ensured both through internal verification as
so. well as contractual terms built into contracts.
Company adhere to International Standard such as
ISO 14001 (Environmental Management System) and
ensure compliance of the national and international
rules and regulations.
Besides the environmental impacts during sourcing,
transportation activities have also been assessed and
adequate measures are taken for sustainable
operation. The company has installed closed belt
conveyor of 3.2 Km for transportation of Limestone
from Mines to Clinker plant, preventive use of trucks
for transportation, thereby reducing pollution as well
as the risk of road safety incidents.
The company has also established it own Jetty and
fleet of Bulk Cement Carriers as a sustainable source
of cement transportation through sea route.
The company is utilizing Alternative Fuel & Raw
Material (AFR) in co-processing at the unit for which
AFR facility is developed. Permission for utilization of
different Hazardous Waste as an AFR has been
obtained from SPCB. The company is increasing the
usage of AFR year on year to reduce the dependency
on conventional fuels such as Coal.

4 Has the Company undertaken any steps to Yes, the Company is procuring products and services
procure goods and services from local and from local producers/small scale vendors and
small producers, including communities communities surrounding to its plant location at a
surrounding their place of work? If yes, what reasonably good price and on fair terms and
steps have been taken to improve the conditions which is in their benefit so that they can
capacity and capability of local and small improve their capacity / capability. The contractors
vendors? who are engaged in operations, maintenance and
housekeeping, mostly employ workmen from
surrounding villages.

5 Does the Company have a mechanism to Yes, the Company has implemented a system to
recycle products and waste? If yes, what is recycle product and waste.
the percentage of recycling of products and
waste (separately as 10%). Also, provide 100% of Fly ash and bottom ash which is generated
details thereof, in about 50 words or so. from our own thermal power plant is utilized in
manufacturing of Portland pozollana Cement (PPC)
in own cement manufacturing unit.
100% substitution of natural Gypsum with industrial
waste material called chemical gypsum. 70%
recycling of Kiln Process Dust in to final product circuit.
Waste water generated from our plant and colony is
recycled and reused in dust suppression and
greenbelt development.
Approx 8 % TSR is being achieved through usage of
AFR.

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Waste generated from the maintenance workshop


& vehicle repairing workshops is being segregated
and collected. The waste like oil soaked cotton
waste, used oil, steel scrap, batteries, hazardous
waste etc are co-processed in the cement kiln and
remaining quantum of these waste such as steel
scrap, batteries, sold to the authorized recyclers and
respective returns filled to the concerned regulatory
body.
The company has vigorously pursued its goal of
sustainable development through exacting standard
in environmental conservation, emission control,
promotion of alternative fuel & raw materials and
waste management.

Principle 3: Business should promote the wellbeing of all employees

1 Please indicate total number of employees 767


2 Please indicate total number of employees 994
hired on temporary/contractual/casual basis
3 Please indicate the number of permanent 19
women employees
4 Please indicate the number of permanent 2
employees with disabilities
5 Do you have an employee association that is No
recognized by the Management?
6 What percentage of permanent employees NA
is members of this recognized employee
association?
7 Please indicate the Number of complaints Sr. Category No. of No. of
relating to child labour, forced labour, No. Complaints complaints
involuntary labour, sexual harassment in the filed during pending as
last financial year and pending, as on the Financial on end of
end of the financial year. Year Financial
Year
1 Child Labour / Nil Nil
Forced Labour /
Involuntary Labour
2 Sexual Harassment Nil Nil
3 Discriminatory Nil Nil
employment
8 What percentage of undermentioned A. Permanent employees 100%
employees were given safety and skill B. Permanent women employees 100%
up-gradation training in the last year? C. Casual / Temporary / Contractual 96%
employee
D. Employees with disabilities 100%

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Principle 4: Business should respect the interest of, and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized:

1 Has the company mapped its Internal and Yes, the Company has mapped its internal and
external stakeholders? Yes/No external stakeholders.
2 Out of the above, has the company The Company has identified the disadvantaged,
identified the disadvantaged, vulnerable & vulnerable and marginalized stakeholders viz.
marginalized stakeholders? communities around plants and its workers /
contractual workers.

3 Are there any special initiatives taken by the Company has established full-fledged hospital with
Company to engage with the full functioning Pathological Lab at Plant site under
disadvantaged, vulnerable and the name of "Sarvodaya Health Care Centre" for the
marginalized stakeholders? If so, provide employees and nearby villagers. Free Medical Check
ups, covid test in regular intervals, free medicines &
details thereof, in about 50 words or so.
covid vaccination Camp for Regular doze,
Precaution Doze & Immunization doses for Children
being provided to employees & villagers of
surrounding 15 villages. Apart from that Visiting
Specialist Doctors in our Health Center on regular
basis. Medical centre introduced new facilities like
CBC machine (Complete blood count) & Oxygen
concentrator etc.
The company has taken the new initiative as insisted
upon by the Gujarat state transport to start the New
Bus from Sanghipuram for the benefit of employees
& nearby villagers.
The Company is also running the Sarvodaya Trust a
CBSE affiliated High School - "Smt. Kamla Rani Sanghi
Public School" at Sanghipuram, Kutch. The School is
having its own building with adequate teaching and
support staff, laboratories, library and a huge play
ground. Apart from running this school, the Trust has
opened Balwadi in the 3 nearby villages - Akri, Jadva
& Motibar. The Trust also encourages adult education
in the nearby villages. Teachers of the school are
moving in the nearby villages educating the children
and adults by taking special classes. Further, the
Company is Industry partner at ITI - Panandhro - Kutch
in developing 'Centre of Excellence' through Public
Private Partnership Scheme of Central Government
for up-gradation of ITIs since 2008-09.
Principle 5: Business should respect and promote human rights:
1 Does the policy of the company on human The Company is having IMS Policy which supports and
rights cover only the company or extend to respects the human rights. Our company is committed
the Group/Joint Ventures / Suppliers / to provide necessary resources to safeguard the quality,
Contractors / NGOs / Others? health, safety, environment and welfare of our
employees and all the people affected by our
operations. The Company addresses the human rights
by complying applicable laws like Factories Act, Labour
Welfare Act, etc. Company has embodied some
human rights principles such as child labour, forced
labour, etc. It has well established policy for prohibition
of sexual harassment of women at workplace.
2 How many stakeholder complaints have
Nil
been received in the past financial year and
what percent was satisfactorily resolved by
the management?

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Principle 6: Business should respect, protect, and make effort to restore the environment

1 Does the policy related to Principle 6 cover The company has a Policy on Environment which is
only the company or extends to the Group/ applicable to all operations of Sanghi Industries
Joint Ventures/ Suppliers/Contractors/ NGOs/ Limited.
others.
2 Does the Company have strategies / Yes, the Company is committed to reduce GHG
initiatives to address global environmental emissions from its operations. Various initiatives
issues such as climate change, global implemented to reduce overall GHG emissions are
warming etc? Y/N. If yes, please give hyper- given as under:
link for webpage etc.
i. The company has conducted regular Carbon
footprint analysis to study the total GHG
emissions from Cement Manufacturing, Bulk
terminals, RMC units and HO and Regional
Offices and identified scope of improvement.
ii. Improvement in blended cement ratio by using
fly ash & slag and reducing clinker factor
iii. Continuous focus on use of alternative fuels for
reduction of traditional fuel such as coal.
iv. Continuous improvement on thermal & electrical
energy consumption.
v. Increasing logistics through sea routes
vi. Installation of waste Heat Recovery Plant for
utilization of waste heat.
vii. Utilization of fly ash and bottom ash generated
from own thermal power plant in cement
grinding.
viii. Rainwater harvesting and afforestation to
increase the green cover.
ix. To reduce the consumption of R-22 gases in air
conditioner in phase manner dangerous to the
ozone layer depleting. Replacement of R-22 gas
with R-32, R-410A & R-134 which has no chlorine
in its molecule, so it has zero ozone depleting
potential
x. The company are using CFC/CTC free cleaning
products that are not harmful to the
environment.
xi. The company are using liquid based AFR to
reduce the carbon emission

3 Does the Company identify and assess Yes, the company is developed a mechanism to
potential environmental risks? Y/N identify and assess environmental risks at plant as
well as corporate level and proper mitigation
processes are formulated

4 Does the Company have any project related The company has participated in CDM project in
to Clean Development Mechanism (CDM)? the year 2007 for installation of C2 string for energy
If so, provide details thereof, in about 50 efficiency. This project was designed to accrue 18636
words or so. Also, if Yes, whether any Certified Emission Reduction for next 10 years. The
environmental compliance report is filed? company had obtained Host Country Approval.

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5 Has the company undertaken any other Yes. The company is focusing on clean technology,
initiatives on – clean technology, energy energy efficiency and renewable energy. 15 MW
efficiency, renewable energy, etc. Y/N. If yes, waste heat recovery system is installed at clinker
please give hyperlink for web page etc. plant. The company is monitoring its specific electrical
and thermal energy consumption and employs
measures for improving energy efficiency.
The company is also focusing on co-processing of
industrial waste of other industries as alternative fuel
& raw material. The alternative fuel is reducing coal
consumption & during 2021-22 approx 8 % TSR is
achieved at the unit.

6 Are the Emissions / Waste generated by the Yes. The company implemented various measures
Company within the permissible limits given to ensure complete compliance to the applicable
by CPCB / SPCB for the financial year being emission / waste standards. The company has been
reported? implemented comprehensive maintenance of ESP,
Bag house & Bag filters to reduce the emission.
The company continuous monitoring the false air
across the major equipment to reduce the emission.
7 Number of show cause / legal notices No show cause / legal notices received from CPCB
received from CPCB / SPCB which are / SPCB which are pending as on end of the financial
pending (i.e. not resolved to satisfaction) as year.
on the end of Financial Year.

Principle 7: Business, when engaged in influencing public and regulatory policy,


should do so in a responsible manner

1 Is your Company a member of any trade The Company is a member of several industry
and chambers of association? If yes, name associations through which it interacts with its peers
only those major ones that your business deals and discusses key issues in the products which it
with. manufactures. The major associations where the
Company is a member are:-
1. Federation of Indian Mineral Industries (FIMI)
2. Cement Manufacturers’ Association (CMA)
3. Gujarat Chamber of Commerce & Industry (GCCI)
4. Federation of Kutch Industries Association (FOKIA)
5. Gujarat Mineral Industry Association (GMIA)

2 Have you advocated / lobbied through Yes


above associations for the advancement or
improvement of public good? Yes/ No; if yes We continue to work with Associations for advocating
specify the broad areas (drop box: good practices in the Industry, energy conservation,
Governance and Administration, Economic sustainable mining practices, use of alternative fuels,
Reforms, Inclusive Development Polices, Economic Reforms, and Policy interventions in
Energy Security, Water, Food Security, environment, climate change and sustainability.
Sustainable Business Principles, Others).

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Principle 8: Business should support inclusive growth and equitable development

1. Does the company have specified The Company has focused on developing the social
programmes / initiatives / projects in pursuit infrastructure in the surrounding area where most
of the policy related to Principle 8? If yes villages suffered from chronic ills like limited livelihood
details thereof. options, acute scarcity of water, poor or no
healthcare facilities, barren land and no set up for
education.
The Company is undertaking various socio-economic
welfare activities relating to :
- Rural Development
- Public Welfare & Charitable Work
- Health & Education
- Drinking Water Supply
- Conservation of Wild Life
- Protection of Environment
- Maintaining sanitation & hygiene
- Medical help to needy people
- Preventive health care and sanitation
The above programs / initiatives are aligned with CSR
Policy in line with Section 135 and Schedule-VII of the
Companies Act, 2013.

2 Are the programmes/projects undertaken The Company is undertaking the above mentioned
through inhouse team/own foundation / CSR activities either directly or through its registered
external NGO / government structures/any trust called “SARVODAYA TRUST”.
other organization?

3 Have you done any impact assessment of All CSR activities are being monitored by the CSR
your initiative? Committee. The assessment is done through
discussions among the Committee members/and CSR
execution team and other participants for further
improvement.

4 What is the Company’s direct contribution to The Company has spent Rs. 1.57 Crores on CSR
community development projects- Amount in activities during the year 2021-22 which includes
INR and details of the projects undertaken? animal welfare, education, Preventive health care
and sanitation etc.

5 Have you taken steps to ensure that this Company has developed monitoring mechanism for
community development initiative is ensuring implementation of the projects / programs/
successfully adopted by the community? activities proposed to be undertaken by the
Please explain in 50 words, or so. Company.

Our team members identify the needs of the nearby


community and supervise the programs which are
being implemented and whether they are benefiting
to them or not. The Company is always eager to
promote new initiatives for community development.

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Principle 9: Business should engage with and provide value to their customers and
consumers in a responsible manner

1 What percentage of customer complaints/ No customer complaints/consumer cases are


consumer cases are pending as on the end pending as on the end of the Financial Year.
of financial year.
2 Does the Company display product The company displays Product information as
information on the product label, over and mandated by Bureau of Indian Standard (BIS)
above what is mandated as per local laws?
Yes / No / N.A. / Remarks (additional
information).
3 Is there any case filed by any stakeholder There is no such case filed by any stakeholder during
against the company regarding unfair trade last five years and pending as on end of financial
practices, irresponsible advertising and/or year i.e. 31.03.2022.
anti-competitive behaviour during the last five
years and pending as on end of financial
year.If so, provide details thereof, in about
50 words or so.
4 Did your Company carry out any consumer Yes, we do carry consumer survey for continuous
survey / consumer satisfaction trends? improvement in our product and services.

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi


Date : 24th May, 2022 Chairman & Managing Director
(DIN: 00033594)

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Independent Auditors’ Certificate on Compliance of Conditions


of Corporate Governance
To,
The Members of
Sanghi Industries Limited.

1. This certificate is issued in accordance with the terms of our engagement letter dated 9 th July, 2021.
2. We have examined the compliance of conditions of Corporate Governance by Sanghi Industries
Limited (‘the Company’) for the year ended 31 st March, 2022 as stipulated in regulations 17 to 27,
clause (b) to (i) of regulation 46 (2) and paragraphs C and D of Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the
Listing Regulations”), as amended.
Management’s Responsibility for compliance with the conditions of Listing Regulations
3. The compliance with the terms and conditions contained in the corporate governance is the
responsibility of the Management of the Company including the preparation and maintenance of
all relevant supporting records and documents. This responsibility includes the design, implementation
and maintenance of internal control and procedures to ensure the compliance with the conditions
of Corporate Guideline stipulated in the Listing Regulations
Auditor’s Responsibility
4. Our examination is limited to procedures and implementation thereof adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable
assurance whether the Company has complied with the conditions of Corporate Governance as
stipulated in the Listing Regulations for the year ended 31st March, 2022
6. We conducted our examination in accordance with the Guidance Note on Reports or Certificates
for Special Purposes (Revised 2016) (the ‘Guidance Note’) issued by the Institute of Chartered
Accountants of India (‘ICAI’). The Guidance Note requires that we comply with the ethical
requirements of the Code of Ethics issued by ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information,
and Other Assurance and Related Services Engagements.
Opinion
8. In our opinion, and to the best of our information and according to explanations given to us, we
certify that the Company has complied with the conditions of Corporate Governance as stipulated
in the above-mentioned Listing Regulations.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Com-
pany.

For S.K. Mehta & Co.


Chartered Accountants
FRN:000478N

Place: Delhi CA Rohit Mehta


Date: 24th May 2022 (Partner)
M. No.: 091382
UDIN: 22091382AJNGKX3755

35th Annual Report 2021-22 66


Sanghi Industries Limited

INDEPENDENT AUDITOR’S REPORT


TO THE MEMBERS OF
SANGHI INDUSTRIES LIMITED

Report on the Audit of Financial Statements


Opinion
We have audited the accompanying Financial Statements of Sanghi Industries Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year
then ended, and notes to the Financial Statements, including a summary of significant accounting policies
and other explanatory information (hereinafter referred to as “Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Financial Statements give the information required by the Companies Act, 2013 (the “Act”) in
the manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2022, its Profit including other comprehensive Income, Changes
in Equity and its Cash Flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors”
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the Financial Statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.
Emphasis of Matter
We draw attention to Note No. 47 to the Financial Statement, which describes the impact of Covid-19
pandemic on the company’s operations and results as assessed by the management.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the Financial Statements for the financial year ended March 31, 2022. These matters were addressed
in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. For the matter below, our description of how our
audit addressed the matter is provided in that context.
We have determined the matter described below to be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the
Financial Statements section of our report, including in relation to that matter. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the Financial Statements. The results of our audit procedures, including the procedures
performed to address the matter below, provide the basis for our audit opinion on the accompanying
Financial Statements.

Sr. Key Audit Description of Key Audit Matter How Key Audit Matter was Addressed
No. Matter in our Audit

1. Property, Plant Property, plant and equipment Our audit procedures in relation to the
and Equipment requires the management to depreciable life of Property, Plant and
exercise significant judgment Equipment included:
in relation to the estimate of Testing the key controls over the

67 35th Annual Report 2021-22


Sanghi Industries Limited

depreciable lives of the assets management’s judgment in relation to the


considering the technical factors accounting estimates of the depreciable lives
which may affect the useful life of property, plant and equipment.
expectancy of the assets and
Benchmarking the useful life of plant &
therefore could have a material
machinery by comparing the peers in the
impact on the depreciation
cement industry.
expense for the year.
Placing the reliance on the technical report
The management reviews the
of Chartered Engineer for complexity involved
estimated depreciable lives and
in the residual value of plant & machinery.
the residual value of property,
plant and equipment annually. Review of the internal assessment done by
the management and independent opinion
We focused on this matter
done by the management.
because of the complexity
involved in determining the Assessment of appropriateness of disclosures
residual value and useful life. provided in the Financial Statements.

2. Contingent There are a number of litigations We have obtained an understanding of the


Liabilities pending before various forums Company’s internal instructions and
against the Company and the procedures in respect of estimation and
management’s judgment is disclosure of contingent liabilities and
required for estimating the adopted the following audit procedures:
amount to be disclosed as
contingent liability. - understood and tested the design and
operating effectiveness of controls as
established by the management for
We identified this as a key audit obtaining all relevant information for
matter because the estimates on pending litigation cases;
which these amounts are based
involve a significant degree of - discussed with the management regarding
management judgment in any material developments thereto and
interpreting the cases and it may latest status of legal matters;
be subject to management bias.
- read various correspondences and related
documents pertaining to litigation cases
and relevant external legal opinions
obtained by the management and
performed substantive procedures on
calculations supporting the disclosure of
contingent liabilities;
- examined management’s judgements and
assessments in respect of whether provisions
are required;
- considered the management assessments
of those matters that are not disclosed as
contingent liability since the probability of
material outflow is considered to be
remote.
- reviewed the adequacy and completeness
of disclosures;
Based on the above procedures performed,
the estimation and disclosures of contingent
liabilities are considered to be adequate and
reasonable.

35th Annual Report 2021-22 68


Sanghi Industries Limited

Information Other than the Financial Statements and Auditors’ Report thereon
The Company’s Board of Director is responsible for the preparation of the other information. The other
information comprises the information included in the Annual Report, but does not include the Financial
Statements and our auditors’ report thereon.
Our opinion on the Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Financial
Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of these Financial Statements that give a true and fair view of the Financial
Position, Financial Performance including Other Comprehensive Income, Changes in Equity and Cash
Flows of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015 , as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of the appropriate accounting policies; making judgements
and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the Financial Statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibility for the Audit of Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Financial Statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls with
reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

69 35th Annual Report 2021-22


Sanghi Industries Limited

• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditors’ report to the related disclosures in the Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditors’ report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Financial Statements, including the
disclosures, and whether the Financial Statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial
Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the Financial Statements for the financial year ended March 31,
2022 and are therefore the key audit matter. We describe these matters in our auditors’ report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure
A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company
so far as appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flow dealt with by this report are
in agreement with the books of account;
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards
specified under section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015, as amended.
(e) On the basis of written representations received from the directors as on March 31, 2022 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022,
from being appointed as a director in terms of section 164(2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to the Financial
Statements and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls with reference to financial statements;

35th Annual Report 2021-22 70


Sanghi Industries Limited

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with
the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to
us, the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditors’ Report in accordance with
Rules 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and
to the best of our information and according to the explanations given to us and as represented
by the management:
i) The Company has disclosed the impact of pending litigations on its financial position in its
financial statements as referred to in Note 36 to the financial statements;
ii) The Company did not have any long-term contracts including derivative contracts except as
disclosed in Note 36 for which there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company for the year ended March 31, 2022.
iv) (a) Management has represented to us that, to the best of it’s knowledge and belief, other
than as disclosed in the notes to the accounts no funds (which are material either
individually or in aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company
to or in any other persons or entities, including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) Management has represented to us that, to the best of it’s knowledge and belief, other
than as disclosed in the notes to the accounts no funds (which are material either
individually or in aggregate) have been received by the Company from any person(s)
or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
(c) Based on our audit procedure conducted that are considered reasonable and
appropriate in the circumstances, nothing has come to our attention that cause us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement.
v) The Company has not declared or paid any dividend during the current year.

For Chaturvedi & Shah LLP, For S.K Mehta & Co,
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101720W/W100355 Firm’s Registration No: 000478N

Vitesh D. Gandhi Rohit Mehta


Partner Partner
Membership Number: 110248 Membership Number: 091382
UDIN: 22110248AJNGQK6574 UDIN: 22091382AJNDXC2663

Place : Mumbai Place : New Delhi


Date : May 24, 2022 Date : May 24, 2022

71 35th Annual Report 2021-22


Sanghi Industries Limited

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL
STATEMENTS OF SANGHI INDUSTRIES LIMITED
(Referred to in paragraph 1 under the heading of “Report on other legal and regulatory requirements”
section of our report of even date)

i) In respect of its Property, Plant and Equipment and Intangible Assets:


a) (A) The Company has maintained proper records showing full particulars including quantitative
details and situation of Property, Plant and Equipment and relevant details of right-of-use
assets on the basis of available information.
(B) The Company does not have Intangible Assets, therefore reporting under this clause is
not applicable.
b) As explained to us, Property, Plant & Equipment and right-of-use assets have been physically
verified by the management in a phased periodical manner, which in our opinion is reasonable,
having regard to the size of the Company and nature of its assets. According to the information
and explanations given to us, no material discrepancies were noticed on such physical
verification.
c) According to the information and explanations given to us and the records examined by us,
tittle deeds in respect of immovable properties disclosed as Property, Plant & Equipment (other
than properties where the Company is the lessee and the lease agreements are duly executed
in favour of the lessee) in the financial statements are in the name of the Company as at the
balance sheet date.
d) According to information and explanations given to us and books of accounts and records
examined by us, Company has not revalued its Property, Plant and Equipment (including
Right of Use assets) during the year. The Company does not have Intangible Assets during the
year.
e) According to information & explanations and representation given to us by the management,
no proceedings have been initiated or are pending against the Company for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016)
and rules made thereunder.
ii) a) As explained to us and on the basis of the records examined by us, in our opinion, physical
verification of the inventories have been conducted at reasonable intervals by the management
and having regard to the size and nature of business of the Company and nature of its
inventory, the coverage and procedures of such verification by the management is appropriate.
As explained to us and on the basis of the records examined by us, the value of the discrepancies
noticed on physical verification by management did not exceed 10% or more in aggregate
of each class of inventory.
b) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has been sanctioned working capital limits in
excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of
security of current assets. In our opinion and according to the information and explanations
given to us, quarterly returns and statements, comprising stock statements, book debt statements,
Trade payable and statements on ageing analysis of the debtors/other receivables filed by the
Company with such banks or financial institutions are in agreement with the unaudited books
of account of the Company except as disclosed below. (Also Refer Note No. 51 to the financial
statements):

35th Annual Report 2021-22 72


Sanghi Industries Limited

(Rs. in Crores)

Particulars of For the Amount as per Amount as reported Amount of


Securities quarter ended unaudited books in the quarterly difference
provided of account returns and
statements
Inventories June 2021 402.14 438.03 35.89
& Trade September 2021 405.24 421.10 15.86
Receivables December 2021 470.74 480.93 10.19
March 2022 416.46 401.26 (15.20)
Trade June 2021 82.15 78.80 (3.35)
Payables(*) September 2021 65.36 62.99 (2.37)
December 2021 98.35 95.72 (2.63)
March 2022 100.28 92.83 (7.45)

*Excluding amount payables for post-production activities, project and long term Trade Payables
as per the consistent practice followed by the company and accepted by its lender.
iii) With respect to investments made in or any guarantee or security provided or any loans or
advances in the nature of loans, secured or unsecured, granted during the year by the Company
to companies, firms, Limited Liability Partnerships or any other parties:
a) As per the information and explanations given to us and books of accounts and records
examined by us, during the year Company has not made investment or provided any
guarantee or security or has not granted any advances in the nature of loans to
companies, firms, Limited Liability Partnerships or any other entities. Hence reporting
under clause 3 (iii) (a), (b), (c), (d) (e) and (f) of the Order are not applicable to the
Company.
iv) Company has not directly or indirectly advanced loan to the persons covered under Section
185 of the Act or given guarantees or securities in connection with the loan taken by such
persons and accordingly the compliance under Section 185 and 186 of the Act is not applicable
and hence reporting under clause 3 (iv) of the Order is not applicable to the Company.
v) According to the information and explanations given to us, the Company has not accepted
any deposits or amounts which are deemed to be deposits within the meaning of provisions
of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there
under. Therefore, the clause 3 (v) of the Order is not applicable to the Company.
vi) The maintenance of cost records has been specified by the Central Government under Section
148(1) of the Act. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended, prescribed by the
Central Government under Section 148(1) of the Act and are of the opinion that, prima facie, the
prescribed cost records have been made and maintained. We have, however, not made a
detailed examination of the cost records with a view to determine whether they are accurate
vii) In respect of Statutory dues :
a) According to the records of the Company examined by us, undisputed statutory dues
including Goods and Service tax, provident fund, employees’ state insurance, income
tax, duty of customs, cess and any other material statutory dues have been generally
regularly deposited with appropriate authorities. According to the information and
explanations given to us, there were no undisputed amounts payable in respect of the
aforesaid dues, which were outstanding as March 31, 2022 for a period of more than six
months from the date they became payable.
b) According to the information and explanations given to us, there are no statutory dues
referred to in sub-clause (a) which have not been deposited with the appropriate authority
on account of any dispute, except for the items set out as below:

73 35th Annual Report 2021-22


Sanghi Industries Limited

Name of Statue Nature of Dues Amount Period to which Forum where dispute
(Rs. in Crore) amount relates is pending
Central Excise Duty 57.59 Various years Excise, Customs, Excise &
Act, 1944 service tax Appellate
Tribunal
Service Tax The CENVAT Credit 4.08 Various years Customs, Excise & service
Finance Act, tax Appellate Tribunal
1994
Custom Act, Custom Duty 12.41 2005-10 Customs, Excise & service
1962 tax Appellate Tribunal
Sales Tax Sales Tax 1.76 Various years Joint Commissioner Appeal,
Rajkot
GST GST 2.28 2017-18, Dy. Commissioner
Compensation 2018-19 and (Appeals) of Gujarat GST
Cess 2020-21 and Gujarat High Court
The Gujarat Land Revenue 1.17 Various years Gujarat High Court
Land Revenue
Code
Gujarat Water Charges 26.38 2012-13 to Gujarat High Court
Water Supply 2015-16
and Sewerage
Baord Act,
1978

viii) According to the information and explanations given to us and representation given to us by
the management, there were no transactions relating to previously unrecorded income that
were surrendered or disclosed as income in the tax assessments under the Income Tax Act,
1961 (43 of 1961) during the year.
ix) a) In our opinion and according to the information and explanations given and books of
accounts and records examined by us, the Company has not defaulted in repayment
of loans or in the payment of interest thereon to the lender.
b) In our opinion, and according to the information and explanations given to us, the
Company has not been declared wilful defaulter by any bank or financial institution or
government or any government authority.
c) In our opinion, and according to the information and explanations given and records
examined by us, the money raised by way of term loans during the year have been
applied, prima facie, for the purpose for which they were obtained.
d) According to the information and explanations given to us and on an overall examination
of the Balance Sheet of the Company as at year end i.e. March 31, 2022, we report that
short-term funds to the extent of Rs. 135.71 crores have been used for long-term purposes.
e) According to the information and explanations given to us and on an overall examination
of the financial statements of the Company, Company do not have any subsidiaries,
associates or joint ventures and hence, reporting under clause 3(ix)(e) of the Order is not
applicable to the Company.
f) According to the information and explanations given to us and procedures performed
by us, we report that the Company do not have any subsidiaries, associates or joint
ventures and hence, reporting under clause 3(ix)(f) of the Order is not applicable to the
Company.
x) a) The Company has not raised money by way of initial public offer or further public offer
(including debt instruments) during the year and hence clause 3(x)(a) of the Order is not
applicable to the Company.

35th Annual Report 2021-22 74


Sanghi Industries Limited

b) In our opinion, and according to the information and explanations given to us, the
company has not made any preferential allotment or private placement of shares or
convertible debentures (fully, partially or optionally convertible) during the year.
xi) a) Based on the audit procedures performed for the purpose of reporting the true and fair
view of the financial statements and as per information and explanations given to us, no
fraud by the Company or on the Company has been noticed or reported during the year.
b) No report under sub-section 12 of section 143 of the Act has been submitted filed by cost
auditor/ secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of
Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the
year and upto the date of this audit report.
c) As represented to us by the management, there are no whistle blower complaints received
by the Company during the year and accordingly, provisions of clause 3(xi) c of the
order are not applicable.
xii) In our opinion company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the
Order are not applicable to the company.
xiii) In our opinion and according to the information and explanations given to us, all transactions
with related parties are in compliance with sections 177 and 188 of the Act and their details
have been disclosed in the financial statements etc., as required by the applicable accounting
standards.
xiv) a) In our opinion, and according to the information and explanations given to us, the company
has an internal audit system commensurate with the size and nature of its business.
b) We have considered the internal audit reports of the company issued till date, for the
period under audit.
xv) According to the information and explanations provided by the management, the Company
has not entered into any non-cash transaction with directors or persons connected with him
as referred to in Section 192 of Companies Act.
xvi) a) In our Opinion the Company is not required to be registered under section 45-IA of the
Reserve Bank of India Act, 1934. Hence, reporting under clause 3 (xvi)(a) of the Order
is not applicable.
b) According to the information and explanations provided to us, the Company has not
conducted any Non-Banking Financial or Housing Finance activities therefore the
Company is not required to be registered under Section 45-IA of the Reserve Bank of
India Act, 1934. Accordingly, provisions of clause 3(xvi)(b) of the Order are not applicable
c) The Company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India. Accordingly, provisions of clause 3(xvi)(c) and
3(vi)(d) of the Order are not applicable
xvii) In our opinion, and according to the information and explanations provided to us, Company
has not incurred any cash losses in the financial year and in the immediately preceding
financial year.
xviii) There has been no resignation of the statutory auditors during the year. Therefore, provisions
of clause 3(xviii) of the Order are not applicable to the Company.
xix) According to the information and explanations given to us and on the basis of the financial
ratios, ageing and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements, our knowledge of the
Board of Directors and management business plans, promoters undertaking to infuse funds,
and based on our examination of the evidence supporting the assumptions, nothing has come
to our attention, which causes us to believe that any material uncertainty exists as on the date
of the audit report that Company is not capable of meeting its liabilities existing at the date
of balance sheet as and when they fall due within a period of one year from the balance
sheet date. We, however, state that this is not an assurance as to the future viability of the

75 35th Annual Report 2021-22


Sanghi Industries Limited

Company. We further state that our reporting is based on the facts up to the date of the audit
report and we neither give any guarantee nor any assurance that all liabilities falling due within
a period of one year from the balance sheet date, will get discharged by the Company as
and when they fall due.
xx) With respect to CSR contribution under section 135 of the Act:
a) According to the information and explanations given to us and on the basis of our audit
procedures, in respect of other than ongoing projects, there were no unspent amount
that were required to be transferred to a Fund specified in Schedule VII in compliance
with second proviso to sub-section 5 of section 135 of the Act.
b) According to the information and explanations given to us and on the basis of our audit
procedures, in respect of ongoing projects there were no unspent amount that were
required to be transferred to special account in compliance with provision of sub section
6 of section 135 of the Act.

For Chaturvedi & Shah LLP, For S.K Mehta & Co,
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101720W/W100355 Firm’s Registration No: 000478N

Vitesh D. Gandhi Rohit Mehta


Partner Partner
Membership Number: 110248 Membership Number: 091382
UDIN: 22110248AJNGQK6574 UDIN: 22091382AJNDXC2663

Place : Mumbai Place : New Delhi


Date : May 24, 2022 Date : May 24, 2022

35th Annual Report 2021-22 76


Sanghi Industries Limited

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS OF


SANGHI INDUSTRIES LIMITED
(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ of our report
of even date)
Report on the Internal Financial Controls with reference to the aforesaid financial statements under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to the financial statements of Sanghi
Industries Limited (“the Company”) as of March 31, 2022 in conjunction with our audit of the Financial
Statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control with reference to financial statements criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting (“Guidance Note”) issued by the Institute of Chartered
Accountants of India. These responsibilities include the design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to 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 information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to
Financial Statement based on our audit. We conducted our audit in accordance with the Guidance Note
and the Standards on Auditing as specified under Section 143(10) of the Act, to the extent applicable to
an audit of internal financial control, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to Financial Statements was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system with reference to Financial Statements and their operating effectiveness. Our
audit of internal financial controls with reference to Financial Statements included obtaining an understanding
of internal financial controls with reference to Financial Statements, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditors” judgement, including the
assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the internal financial controls system with reference to Financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company's internal financial control with reference to Financial Statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial
Statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control with reference to Financial Statements includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of Financial Statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the Financial Statements.

77 35th Annual Report 2021-22


Sanghi Industries Limited

Inherent Limitations of Internal Financial Controls with reference to Financial Statements


Because of the inherent limitations of internal financial controls with reference to Financial Statements,
including the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls with reference to Financial Statements to future periods are subject to the risk that the
internal financial control with reference to Financial Statements may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system
with reference to Financial Statements and such internal financial controls with reference to Financial
Statements were operating effectively as at March 31, 2022, based on the internal control with reference
to Financial Statements, criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.

For Chaturvedi & Shah LLP, For S.K Mehta & Co,
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101720W/W100355 Firm’s Registration No: 000478N

Vitesh D. Gandhi Rohit Mehta


Partner Partner
Membership Number: 110248 Membership Number: 091382
UDIN: 22110248AJNGQK6574 UDIN: 22091382AJNDXC2663

Place : Mumbai Place : New Delhi


Date : May 24, 2022 Date : May 24, 2022

35th Annual Report 2021-22 78


Sanghi Industries Limited

BALANCE SHEET AS AT 31 MARCH 2022


INR in crores
Particulars Note 31 March 22 31 March 21

I. ASSETS
1 Non-current assets
( a ) Property, plant and equipment 2 3,163.07 1,652.08
( b ) Capital work in progress 2 42.21 1,337.84
( c ) Deferred tax assets (net) 3 36.94 51.59
( d ) Other non current assets 4 10.04 8.25
Total non current assets 3,252.26 3,049.76
2 Current assets
( a ) Inventories 5 323.79 351.08
( b ) Financial Assets
(i) Trade receivables 6 92.67 48.95
(ii) Cash and cash equivalents 7 0.14 1.15
(iii) Bank balances other than Cash and Cash Equivalent 8 45.59 31.89
(iv) Other financial assets 9 29.57 29.38
( c ) Other current assets 10 71.76 91.89
Total current assets 563.52 554.34
TOTAL ASSETS 3,815.78 3,604.10
II EQUITY AND LIABILITIES
1 Equity
( a ) Equity share capital 11 251.00 251.00
( b ) Other Equity 12 1,583.23 1,542.74
Total Equity 1,834.23 1,793.74
2 Non-Current Liabilities
( a ) Financial Liabilities
(i) Borrowings 13 1,008.51 1,059.08
(ii) Lease Liabilities 14 17.15 18.41
(iii) Trade payables
( a ) Total outstanding dues of Micro and Small Enterprises 15 0.00 0.00
( b ) Total outstanding dues of creditors other than Micro and
Small Enterprises 15 78.10 0.00
(iii) Other financial liabilities 16 53.69 58.85
( b ) Provisions 17 35.35 37.00
Total non current liabilities 1,192.80 1,173.34
3 Current liabilities
( a ) Financial Liabilities
(i) Borrowings 13 369.80 336.00
(ii) Lease Liabilities 18 1.26 1.58
(ii) Trade payables
( a ) Total outstanding dues of Micro and Small Enterprises 19 0.03 0.17
( b ) Total outstanding dues of creditors other than Micro and
Small Enterprises 19 270.69 137.62
(iii) Other financial liabilities 20 48.41 64.73
( b ) Deferred Revenue 21 4.78 10.76
( c ) Other current liabilities 22 75.02 40.68
( d ) Provisions 23 18.76 45.48
Total current liabilities 788.75 637.02
Total liabilities 1,981.55 1,810.36
TOTAL EQUITY AND LIABILITIES 3,815.78 3,604.10
Significant Accounting Policies 1
The accompanying notes 1 to 53 are an integral part of the Financial Statements
As per report of even date For and on behalf of the Board of Directors
Ravi Sanghi - Chairman and Managing Director
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Aditya Sanghi - Executive Director
Chartered Accountants Chartered Accountants Alok Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Bina Engineer - Executive Director & CFO
N.B. Gohil - Executive Director
Vitesh D. Gandhi Rohit Mehta Sadashiv Sawrikar - Independent Director
Partner Partner D.K. Kambale - Independent Director
M. No. 110248 M. No. 091382 D.B.N. Rao - Independent Director
Place : Mumbai Place : New Delhi S. Balasubramanian - Independent Director
Arvind Agarwal - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 24th May, 2022 Anil Agrawal - Company Secretary

79 35th Annual Report 2021-22


Sanghi Industries Limited

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2022
INR in crores
Notes For the For the
year ended year ended
31 March 2022 31 March 2021

Revenue
Sale of Products (Refer Note 42) 1,122.69 935.98
Other Operating Income 6.73 3.25
I. Revenue from Operations 1,129.42 939.23
II. Other income 24 11.10 8.94
III. Total Income (I+II) 1,140.52 948.17
IV. Expenses
Cost of materials consumed 25 61.21 57.15
Purchases of Stock in Trade 29.62 24.15
Changes in inventories of finished goods and work-in-progress 26 (17.52) 4.13
Power and fuel 408.54 227.67
Employee Benefits Expense 27 66.44 47.85
Selling Expenses 28 284.51 258.23
Finance costs 29 81.96 73.18
Depreciation and Amortization Expenses 30 64.17 63.70
Other Expenses 31 104.84 79.53
Total Expenses (IV) 1,083.77 835.59
V. Profit before Exceptional Items and Tax ( III – IV) 56.75 112.58
Exceptional Items - -
VI. Profit before Tax 56.75 112.58
VII. Tax expense:
1. Current tax - -
2. Current tax adjustments of earlier years 1.53 -
3. Deferred tax 3 14.60 34.39
VIII. Profit for the year ( VI – VII) 40.62 78.19
IX. Other comprehensive income 32
A I) Items that will not be reclassified to profit or loss (0.18) 0.26
II) Income tax related to items that will not be reclassified to
profit or loss 0.05 (0.07)
B I) Items that will be reclassified to profit or loss - -
ii) Income tax related to items that will be reclassified to profit
or loss - -
Total Other comprehensive income for the year (0.13) 0.19
X.. Total comprehensive income for the year 40.49 78.38
XI. Earnings per equity share 33
1. Basic 1.62 3.12
2. Diluted 1.62 3.12
Significant Accounting Policies 1
The accompanying notes 1 to 53 are an integral part of the Financial Statements
As per report of even date For and on behalf of the Board of Directors
Ravi Sanghi - Chairman and Managing Director
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Aditya Sanghi - Executive Director
Chartered Accountants Chartered Accountants Alok Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Bina Engineer - Executive Director & CFO
N.B. Gohil - Executive Director
Vitesh D. Gandhi Rohit Mehta Sadashiv Sawrikar - Independent Director
Partner Partner D.K. Kambale - Independent Director
M. No. 110248 M. No. 091382 D.B.N. Rao - Independent Director
Place : Mumbai Place : New Delhi S. Balasubramanian - Independent Director
Arvind Agarwal - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 24th May, 2022 Anil Agrawal - Company Secretary

35th Annual Report 2021-22 80


Sanghi Industries Limited

STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2022
(J in Crores)
31.3.2022 31.3.2021

A. CASH FLOW FROM OPERATING ACTIVITIES:


Net Profit before Tax as per Statement of Profit and Loss 56.75 112.58
Adjustments for:
Depreciation and amortisation 64.17 63.70
Loss/(Profit) on sale of Property, Plant and Equipment (0.64) 3.13
Interest Income (1.48) (2.41)
Foreign Exchange (gain)/loss 0.38 (0.04)
Interest and other Financial Charges 81.96 73.18
Operating Profit before Working Capital Changes 201.14 250.14
Adjustments for:
(Increase)/Decrease in Inventories 27.29 5.50
(Increase)/Decrease in Trade Receivable (43.69) (9.57)
(Increase)/Decrease in Other Current and
Non Current Assets and Loans and Advances 25.60 8.51
Increase/(Decrease) in Trade Payable 210.99 6.54
Increase/(Decrease) in Other Current and Non-Current Liabilities and Provisons (18.13) 36.91
Cash Generated from Operations 403.20 298.03
Income Taxes (paid) / Refund (1.10) 3.53
Net Cash flow from / (used in) Operating Activities 402.10 301.56
B. CASH FLOW FROM INVESTING ACTIVITIES:
Addition of Property, Plant and Equipment and Capital Work-In-Progress (Net) (293.47) (368.13)
Proceeds from disposal of Property, Plant and Equipment and
Capital Work-In-Progress 6.95 4.26
Withdrawal/(Investment) in Fixed Deposit with Banks (13.70) 19.75
Interest Received 1.82 2.62
Net Cash Flow from / (used in) Investing Activities (298.40) (341.50)
C. CASH FLOW FROM FINANCING ACTIVITIES:
(Repayment) / Receipt of short term borrowings (3.25) 24.97
Receipts of Long term borrowings 24.45 413.46
Repayment of long term borrowings (46.04) (332.68)
Interest and other Financial Charges (79.87) (66.94)
Net Cash Flow from / (used in) Financing Activities (104.71) 38.81
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS ( A+B+C) (1.01) (1.13)
Cash and Cash equivalents (Opening Balance) 1.15 2.28
Cash and Cash equivalents (Closing Balance) 0.14 1.15
Components of Cash and Cash Equivalents
Cash and Cheques on hand 0.14 0.16
Bank Balances 0.00 0.99
Cash and Cash Equivalents ( Refer Note No. 7) 0.14 1.15
As per report of even date For and on behalf of the Board of Directors
Ravi Sanghi - Chairman and Managing Director
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Aditya Sanghi - Executive Director
Chartered Accountants Chartered Accountants Alok Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Bina Engineer - Executive Director & CFO
N.B. Gohil - Executive Director
Vitesh D. Gandhi Rohit Mehta Sadashiv Sawrikar - Independent Director
Partner Partner D.K. Kambale - Independent Director
M. No. 110248 M. No. 091382 D.B.N. Rao - Independent Director
Place : Mumbai Place : New Delhi S. Balasubramanian - Independent Director
Arvind Agarwal - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 24th May, 2022 Anil Agrawal - Company Secretary
81 35th Annual Report 2021-22
Sanghi Industries Limited

STATEMENT OF CHANGES IN EQUITY (SOCIE) FOR THE YEAR ENDING 31 MARCH 2022
(INR in Crores)

A. Equity Share Capital


Balance as at 1st April 2020 251.00
Change during the year 2020-21 -
Balance as at 31st March 2021 251.00
Change during the year 2021-22 -
Balance as at 31st March 2022 251.00

B. OTHER EQUITY
Particulars Reserves & Surplus Total
Security Capital Debenture Retained Other
Premium redemption Redemption earnings Compre-
reserve reserve hensive
Income
Balance at 31 March, 2020 409.34 84.84 22.77 947.57 (0.16) 1,464.36
Additions:
Profit for the year - - - 78.19 78.19
Other comprehensive income for the year
(Remeasurement of defined benefit plan) - - - 0.19 0.19
Transfer from debenture redemption
reserve - - - 22.77 22.77
Total - - - - 100.96 0.19 101.15
Transfer to retained earnings (22.77) (22.77)
Balance at 31 March, 2021 409.34 84.84 0.00 1,048.52 0.03 1,542.74
Additions:
Profit for the year - - - 40.62 40.62
Other comprehensive income for the year
(Remeasurement of defined benefit plan) - - - (0.13) (0.13)
Total - - - - 40.62 (0.13) 40.49
Balance at 31 March, 2022 409.34 84.84 - 1,089.14 (0.10) 1,583.23

As per report of even date For and on behalf of the Board of Directors
Ravi Sanghi - Chairman and Managing Director
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Aditya Sanghi - Executive Director
Chartered Accountants Chartered Accountants Alok Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Bina Engineer - Executive Director & CFO
N.B. Gohil - Executive Director
Vitesh D. Gandhi Rohit Mehta Sadashiv Sawrikar - Independent Director
Partner Partner D.K. Kambale - Independent Director
M. No. 110248 M. No. 091382
D.B.N. Rao - Independent Director
Place : Mumbai Place : New Delhi S. Balasubramanian - Independent Director
Arvind Agarwal - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 24th May, 2022 Anil Agrawal - Company Secretary

35th Annual Report 2021-22 82


Sanghi Industries Limited

Significant Accounting Policies


Note - 1:
A. Company Information
Sanghi Industries Limited is engaged in the manufacturing and marketing of cement and cement
products in domestic and export market. The Company’s manufacturing facilities are at Sanghipuram,
Gujarat and Registered Office at Sanghi Nagar, R.R. District, Telangana. Equity shares of the Company
are listed on The National Stock Exchange and BSE Limited in India The Financial Statements were
approved and adopted by Board of Directors of the company in their meeting held on 24 th May,
2022.
B. Significant accounting policies
a. Basis of preparation
i. Compliance with Indian Accounting Standards
The financial statements comply in all material aspects with Indian Accounting Standards
(Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) read with
Companies (Indian Accounting Standards) Rules, and other relevant provisions of the
Act, as amended from time to time.
ii. Historical cost convention
The financial statements have been prepared on a historical cost basis, except certain
financial assets and liabilities (including derivative instruments) are measured at fair value.
b. Revenue from contracts with customers
“Revenue is measured at the fair value of the consideration received or receivable, taking into
account contractually defined terms of payment and excluding taxes or duties collected on
behalf of the government. Revenue is recognized upon transfer of control of promised goods
to customers at transaction price (net of taxes and duties), arrived at by determining the fair
value of the consideration received or receivable after adjusting returns, allowances, trade
discounts, volume discounts etc. in exchange of goods. In determining the transaction price
for the sales of goods, the company considers the effects of variable consideration and existence
of significant financing components if any.
c. Interest Income
Interest income is recognised using the effective interest rate method.
d. Property, plant and equipment
In accordance with Ind AS 16, the company has elected to fair value the freehold land. All
other items of property, plant and equipment are stated at acquisition cost of the items.
Acquisition cost includes expenditure that is directly attributable to getting the asset ready for
intended use. Subsequent costs are included in the asset’s carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Company and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to statement of profit and loss during
the reporting period in which they are incurred.
Items of spare parts that meets the definition of ‘Property, plant and equipment’ are recognised
as property, plant and equipment. The depreciation on such an item of spare part will begin
when the asset is available for use i.e. when it is in the location and condition necessary for
it to be capable of operating in the manner intended by management. In case of a spare
part, as it may be readily available for use. it may be depreciated from the date of purchase
of the spare part.
Expenditure directly attributable to setting up / construction of new projects are capitalised.
Administrative and other general overhead expenses, which are specifically attributable to the
setting up / construction activities, incurred during the construction period are capitalised as
part of the indirect cost. Other indirect expenditure incurred during such period which are not
related to the setting up / construction activities are charged to Statement of Profit and Loss.

83 35th Annual Report 2021-22


Sanghi Industries Limited

The present value of the expected cost for the decommissioning of an asset after its use is
included in the cost of the respective asset if the recognition criteria for a provision are met.
Property, plant and equipment are eliminated from financial statement, either on disposal or
when retired from active use. Profit/Losses arising in the case of retirement of property, plant
and equipment are recognised in the statement of profit and loss in the year of occurrence.
Depreciation
Depreciation is calculated to allocate the cost of assets, net of their residual values, over their
estimated useful lives. Components having value significant to the total cost of the asset and
life different from that of the main asset are depreciated over its useful life. Depreciation on
Property, Plant and Equipment is provided on straight line method as per useful life and residual
value as provided in Schedule II of the Companies Act, 2013, except in following cases, where
the useful life and residual value is taken based on technical report received from Chartered
Engineer and as approved by the management. Cement manufacturing plant is considered
as continuous process plant:

Nature of Assets Useful life and Residual value


Plant & Machinery 30 to 50 Years and Residual Value 5 to 10%
Civil Structure 30 to 60 years

Depreciation on items of property, plant and equipment acquired / disposed off during the
year is provided on pro-rata basis with reference to the date of addition / disposal. Cost of
lease-hold land is amortized equally over the period of lease.
Leasehold improvement is depreciated over the period of lease.
The residual values, useful lives and methods of depreciation of property, plant and equipment
are reviewed at each financial year end and adjusted prospectively, if appropriate.
e. Leases
The Company assesses whether a contract contains a lease, at inception of a contract. A
contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Company assesses whether: (1)
the contact involves the use of an identified asset (2) the Company has substantially all of the
economic benefits from use of the asset through the period of the lease and (3) the Company
has the right to direct the use of the asset.
Company recognizes a right-of-use asset and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for leases with a term of twelve months or less
(short-term leases) and leases for low value underlying assets. For these short-term and leases
for low value underlying assets, the Company recognizes the lease payments as an operating
expense on a straight-line basis over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments made at or prior to the commencement date
of the lease plus any initial direct costs less any lease incentives. They are subsequently measured
at cost less accumulated depreciation/ amortization and impairment losses.
Right-of-use assets are depreciated/ amortized from the commencement date to the end of
the useful life of the underlying asset, if the lease transfers ownership of the underlying asset by
the end of lease term or if the cost of right of use assets reflects that the purchase option will
be exercised. Otherwise, Right-of-use assets are depreciated / amortized from the
commencement date on a straight-line basis over the shorter of the lease term and useful life
of the underlying asset.
The lease liability is initially measured at amortized cost at the present value of the future lease
payments. The lease payments are discounted using the interest rate implicit in the lease or,
if not readily determinable, using the incremental borrowing rate.

35th Annual Report 2021-22 84


Sanghi Industries Limited

f. Impairment of asset
Carrying amount of Property, Plant and Equipment are tested for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs
of disposal and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining fair value less costs of disposal, recent
market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used
Non-financial assets are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable
The Company assesses, at each reporting date, whether there is an indication that an asset
may be impaired.
g. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying
asset that necessarily takes a substantial period of time to get ready for its intended use or sale
are capitalised as part of the cost of the asset. Borrowing costs consist of interest and other
costs that a company incurs in connection with the borrowing of funds.
For general borrowing used for the purpose of obtaining a qualifying asset, the amount of
borrowing costs eligible for capitalization is determined by applying a capitalization rate to the
expenditures on that asset. The capitalization rate is the weighted average of the borrowing
costs that are outstanding during the period, other than borrowings made specifically for the
purpose of obtaining a qualifying asset.
All other borrowing costs are expensed in the period in which they occur.
h. Financial instruments
1. Financial assets
Financial assets are measured as at amortised cost, contractual revenue receivables
and lease receivables.
Derecognition
A Financial Asset is primarily derecognized when:
i. The rights to receive cash flows from asset has expired, or
ii. The Company has transferred its right to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material
delay to a third party under a “pass-through” arrangement; and either
a) The Company has transferred substantially all the risks and rewards of the
asset, or
b) The Company has neither transferred nor retained substantially all the risks
and rewards of the asset, but has transferred control of the asset.
2. Financial liabilities
Initial recognition and measurement
The company’s financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts. The same is recognized at fair value.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss.

85 35th Annual Report 2021-22


Sanghi Industries Limited

Loans and borrowings


After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are
recognised in statement of profit and loss when the liabilities are derecognised as well
as through the EIR amortisation process. Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as finance costs in the statement of profit
and loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged
or cancelled or expires.
Offsetting of Financial Instruments.
Financial Assets and Financial Liabilities are offset and the net amount is reported in the
balance sheet if there is a currently enforceable legal right to offset the recognized
amounts and there is an intention to settle on a net basis to realize the assets and settle
the liabilities simultaneously.
i. Derivative financial instruments
The Company uses derivative financial instruments, such as forward currency contracts and
interest rate swaps to hedge its foreign currency risks and interest rate risks of foreign currency
loans. Such derivative financial instruments are initially recognized at fair value on the date on
which a derivative contract is entered into and are subsequently re-measured at fair value.
Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative. Any gains or losses arising from changes in the fair
value of derivatives are taken to statement of profit and loss
j. Taxes on Income
Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities, based on the rates and tax laws enacted or substantively
enacted, at the reporting date in the country where the entity operates and generates taxable
income.
Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred tax
Deferred tax is recognized using the balance sheet method, on temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases
of assets and liabilities. Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they materialize, based on the laws that have been
enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are
offset if there is a legally enforceable right to offset current tax assets against the current tax
liabilities, and they relate to income taxes levied by the same tax authority.
Deferred tax is recognized in statement of profit and loss except to the extent that it relates
to items recognized directly in OCI or equity, in which case it is recognized in OCI or equity,
respectively.
A deferred tax asset is recognized for all deductible temporary differences to the extent that
it is probable that future taxable profits will be available against which the deductible temporary
difference can be utilized. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the sufficient taxable profits will be
available in future to allow all or part of deferred tax assets to be utilized.
k. Inventories
Inventories are valued at the lower of cost and net realisable value. Raw materials cost includes
cost of purchase and other costs incurred in bringing the inventories to their present location

35th Annual Report 2021-22 86


Sanghi Industries Limited

and condition. For finished goods and work in progress, cost includes cost of direct materials
and labour and a proportion of manufacturing overheads based on the normal operating
capacity, but excluding borrowing costs. Items of spare parts that does not meet the definition
of ‘property, plant and equipment are recognised as a part of inventories.
l. Employee benefits
All employee benefits payable wholly within twelve months of rendering services are classified
as short-term employee benefits. Post-employment and other employee benefits are recognised
as an expense at the present value of the amount payable determined using actuarial valuation
techniques. Actuarial gains and loss in respect of post-employment and other long-term benefits
are charged to the statement of other comprehensive income.
m. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and
short-term deposits with an original maturity of three months or less, which are subject to
insignificant risk of change in value.
n. Provisions, contingent liabilities and contingent assets
A provision is recognized if, as a result of a past event, the Company has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect of the time value of
money is material, provisions are determined by discounting the expected future cash flows at
a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.
The amount recognized as a provision is the best estimate of the consideration required to
settle the present obligation at reporting date, taking into account the risks and uncertainties
surrounding the obligation.
Contingent liabilities are possible obligations that arise from past events and whose existence
will only be confirmed by the occurrence or non-occurrence of one or more future events not
wholly within the control of the Company. Where it is not probable that an outflow of economic
benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed
as a contingent liability, unless the probability of outflow of economic benefits is remote.
Contingent liabilities are disclosed on the basis of judgment of the management/independent
experts. These are reviewed at each balance sheet date and are adjusted to reflect the
current management estimate.
Contingent assets are possible assets that arise from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company. Contingent assets are disclosed in the financial
statements when inflow of economic benefits is probable on the basis of judgment of
management. These are assessed continually to ensure that developments are appropriately
reflected in the financial statements.
o. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during
the period.
Diluted EPS amounts are calculated by dividing the profit or loss attributable to equity holders
by the weighted average number of Equity shares outstanding during the year plus the weighted
average number of Equity shares that would be issued on conversion of all the dilutive potential
Equity shares into Equity shares.
p. Use of estimates and judgments
The presentation of the financial statements are in conformity with the Ind AS which requires
the management to make estimates, judgments and assumptions that affect the reported
amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities.
Such estimates and assumptions are based on management's evaluation of relevant facts and
circumstances as on the date of financial statements. The actual outcome may differ from
87 35th Annual Report 2021-22
Sanghi Industries Limited

these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to the accounting estimates are recognised in the period in which the estimates are
revised and in any future periods affected.
q. Statement of cash flows
Cash flow are reported using the indirect method, whereby net profit or loss before tax is
adjusted for the effects of transactions of a non-cash nature, any deferrals of accruals of past
or future operating cash receipts or payments and item of income or expenses associated with
investing or financing cash flows. The cash flows from operating, investing and finance activities
of the Company are segregated.
r. Current and non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-
current classification. An asset is treated as current when it is:
A. Expected to be realised or intended to be sold or consumed in normal operating cycle;
B. Held primarily for the purpose of trading;
C. Expected to be realised within twelve months after the reporting period, or
D. Cash or cash equivalent unless restricted from being exchanged or used to settle a
liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
(i) It is expected to be settled in normal operating cycle;
(ii) It is held primarily for the purpose of trading;
(iii) It is due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at least twelve
months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their
realisation in cash and cash equivalents. The company has identified twelve months as its
operating cycle.
s) Foreign currency translation
The financial statements are presented in Indian rupee (INR), which is company's functional
and presentation currency. Transactions in foreign currencies are initially recorded at the
respective currency spot rates at the date the transaction first qualifies for recognition. Monetary
assets and liabilities denominated in foreign currencies are translated at the foreign currency
spot rates of exchange at the reporting date. Non-monetary items that are measured in terms
of historical cost in a foreign currency are translated using the exchange rates at the dates of
the initial transactions.
Exchange differences arising on settlement or translation of monetary items are recognised in
statement of profit and loss unless otherwise disclosed.
t) Exceptional items
Certain occasions, the size, type or incidence of an item of income or expense, pertaining to
the ordinary activities of the Company is such that its disclosure improves the understanding
of the performance of the Company, such income or expense is classified as an exceptional
item and accordingly, disclosed in the notes accompanying to the financial statements.
u) Rounding off
All amounts disclosed in the financial statements and notes have been rounded off to the
nearest crores (up to two decimals) as per the requirements of Schedule III, unless otherwise
stated.
35th Annual Report 2021-22 88
Sanghi Industries Limited

NOTES FORMING PART OF FINANCIAL STATEMENTS


Note - 2 - Property, Plant and Equipment:
Current Year INR in crores
Particulars GROSS BLOCK ACCUMULATED DEPRECIATION / NET BLOCK
AMORTIZATION
As on Addi- Disposals As on Upto Charge Disposals As on W.D.V W.D.V
1st April tions /Adjust- 31st 31.03. forthe /Adjust- 31st as on as on
2021 ments March 2021 year ments March 31st 31st
2022 2022 March March
2022 2021
Own Assets
Freehold land 332.36 0.31 - 332.67 - - 332.67 332.36
Building 175.11 386.43 - 561.54 82.03 5.15 0.14 87.03 474.50 93.08
Leasehold Improvements 4.87 - - 4.87 1.07 0.48 - 1.55 3.32 3.81
Plant and Equipment 2,336.14 1193.99 8.20 3,521.93 1,159.50 51.95 4.53 1,206.92 2,315.00 1,176.64
Furniture and Fixtures 23.28 - 0.05 23.23 11.07 1.06 0.04 12.09 11.14 12.22
Vehicles 21.65 0.10 2.76 18.99 14.96 1.65 2.67 13.94 5.05 6.69
Office Equipment 2.67 0.01 0.09 2.59 2.12 0.22 0.09 2.25 0.34 0.55
Electrical Installations 115.22 - 57.65 57.57 110.42 0.66 55.07 56.01 1.56 4.80
Laboratory Equipment 2.12 0.13 0.00 2.25 1.55 0.20 - 1.75 0.50 0.57
Computers 10.10 0.40 4.10 6.40 9.09 0.31 4.10 5.30 1.10 1.01
Fire Fighting Equipments 0.10 - - 0.10 0.10 - - 0.10 0.00 0.00
Temple 0.03 - - 0.03 - - - - 0.03 0.03
Sub-total 3,023.66 1,581.36 72.85 4,532.17 1,391.90 61.69 66.65 1,386.95 3,145.22 1,631.76
Right of Use Assets
Building 15.58 - - 15.58 1.87 1.09 - 2.96 12.62 13.71
Plant & Machinery 6.96 - - 6.96 0.35 1.39 - 1.74 5.22 6.62
Sub-total 22.55 - - 22.55 2.22 2.48 - 4.70 17.85 20.33
TOTAL 3,046.21 1,581.36 72.85 4,554.72 1,394.13 64.17 66.65 1,391.65 3,163.07 1,652.08
Capital work-in-progress 1,337.84 217.48 1,513.11 42.21 - - - - 42.21 1,337.84
TOTAL 4,384.05 1,798.84 1,585.96 4,596.93 1,394.13 64.17 66.65 1,391.65 3,205.28 2,989.93
Notes :
1. It includes INR 93.35 Crore Borrowing cost capitalised during FY 2021-22 ( FY 2020-21 INR 91.73 Crore)
2. Refer Note 13 regarding information for Assets Hypothication/ Pledged for Borrowings
3. Refer Note 36 regarding Capital Commitment for Property, Plant & Equipment
4. Refer Note 45 regarding accounting of leases
5. Ageing of Capital Work in Progress as on 31.03.2022 INR in crores

Amount of CWIP for a period of


CWIP Less than 1 – 2 years 2 – 3 years More than Total
1 year 3 years
Project in progress 0.02 0.12 13.03 29.04 42.21
Projects temporarily suspended 0 0 0 0 -
Total 0.02 0.12 13.03 29.04 42.21
6. Details of capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan
as on 31.03.2022:
INR in crores

To be completed in
CWIP Less than 1 – 2 years 2 – 3 years More than
1 year 3 years
Cement Grinding Unit at Surat - - 42.21 -

89 35th Annual Report 2021-22


Sanghi Industries Limited

Note - 2 - Property, Plant and Equipment:


Previous Year INR in crores
Particulars GROSS BLOCK ACCUMULATED DEPRECIATION / NET BLOCK
AMORTIZATION
As on Addi- Disposals As on Upto Charge Disposals As on W.D.V W.D.V
1st April tions /Adjust- 31st 31.03. forthe /Adjust- 31st as on as on
2020 ments March 2020 year ments March 31st 31st
2021 2021 March March
2021 2020
Own Assets
Freehold land 332.36 - - 332.36 - - - - 332.36 332.36
Building 175.52 0.09 0.50 175.11 76.78 5.38 0.13 82.03 93.08 98.74
Leasehold Improvements 4.87 - - 4.87 0.59 0.48 - 1.07 3.81 12.03
Plant and Equipment 2,338.66 3.66 6.18 2,336.14 1,109.03 51.43 0.96 1,159.50 1,176.64 4.28
Furniture and Fixtures 23.28 - - 23.28 10.00 1.06 - 11.07 12.22 1,229.63
Vehicles 20.74 1.01 0.10 21.65 13.21 1.82 0.07 14.96 6.69 13.28
Office Equipment 2.65 0.02 - 2.67 1.85 0.27 - 2.12 0.55 7.54
Electrical Installations 115.22 - - 115.22 109.76 0.66 - 110.42 4.80 0.80
Laboratory Equipment 2.12 - - 2.12 1.36 0.19 - 1.55 0.57 5.46
Computers 9.81 0.29 - 10.10 8.53 0.56 - 9.09 1.01 0.76
Fire Fighting Equipments 0.10 - - 0.10 0.10 - - 0.10 0.00 1.28
Temple 0.03 - - 0.03 - - - - 0.03 0.03
Sub-total 3,025.37 5.07 6.78 3,023.66 1,331.20 61.86 1.16 1,391.91 1,631.76 1,706.20
Right of Use Assets
Building 13.53 4.94 2.88 15.58 1.50 1.49 1.11 1.87 13.71 0.00
Plant & Machinery 6.96 - 6.96 - 0.35 - 0.35 6.62 0.00
Sub-total 13.53 11.90 2.88 22.55 1.50 1.84 1.11 2.22 20.33 0.00
TOTAL 3,038.90 16.97 9.66 3,046.21 1,332.70 63.70 2.28 1,394.13 1,652.08 1,706.20
Capital work-in-progress 1,004.13 333.71 0.00 1,337.84 - - - - 1,337.84 1,004.13
TOTAL 4,043.04 350.68 9.66 4,384.05 1,332.70 63.70 2.28 1,394.13 2,989.93 2,710.34
Notes :
1. It includes INR 91.73 Crore Borrowing cost capitalised during FY 2020-21 ( FY 2019-20 INR 54.14 Crore)
2. Refer Note 13 regarding information for Assets Hypothication/ Pledged for Borrowings
3. Refer Note 36 regarding Capital Commitment for Property, Plant & Equipment
4. Refer Note 45 regarding accounting of leases
5. Ageing of Capital Work in Progress as on 31.03.2021 INR in crores

Amount of CWIP for a period of


CWIP Less than 1 – 2 years 2 – 3 years More than Total
1 year 3 years
Project in progress 333.71 567.31 143.24 293.58 1,337.84
Projects temporarily suspended 0 0 0 0 -
Total 333.71 567.31 143.24 293.58 1,337.84
6. Details of capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan
as on 31.03.2021:
INR in crores
To be completed in
CWIP Less than 1 – 2 years 2 – 3 years More than
1 year 3 years
Clinker capacity of 3.3 MTPA 977.11 - - -
Thermal plant 68.5 MW 220.87 - - -
Cement capacity of 2 MTPA 48.56 - - -
Cement Grinding Unit at Surat - - 42.19 -

35th Annual Report 2021-22 90


Sanghi Industries Limited

Note - 3 - Deferred tax Assets / (Liabilities): INR in crores


Component of Deferred Tax Assets (Net) is produced as under:

Particulars As at As at
31 Mar 22 31 Mar 21
Deferred tax Assets (DTA)
Unabsorbed depreciation 115.07 121.59
Others 147.54 122.66
Total Deferred tax Assets (DTA) 262.61 244.25
Deferred tax Liabilities (DTL)
Difference between Tax Depreciation & Book Depreciation (225.67) (192.66)
Deferred tax Liabilities ( DTL ) (225.67) (192.66)
Net deferred tax Assets 36.94 51.59
Total Deferred tax Assets ( A + B) 36.94 51.59

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 4
Other Non Current assets:
Unsecured, considered good
Capital Advances 7.83 5.66
Advance Income tax/TDS/TCS 2.21 2.59
Total 10.04 8.25

Note - 5
Inventories:
Raw Materials 9.68 7.59
Fuel Stock 34.81 57.64
Work-in-progress 3.40 0.42
Finished goods 56.05 41.51
Stores, spares and components (including packing material) 219.85 243.93
Total 323.79 351.08
Refer Note 13 regarding information for Hypothication / Pledge of Inventory or Borrowings
Refer Note 1 (K) for valuation of Inventory

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 6
Trade Receivables:
Unsecured, Considered Good
From related parties - -
From others 93.09 49.47
Less : Allowance for Expected Credit Loss (0.42) (0.52)
92.67 48.95
Refer Note 13 regarding information for Hypothication / Pledge of Trade Receivables for Borrowings
91 35th Annual Report 2021-22
Sanghi Industries Limited

Trade Receivables Ageing as at 31st March 2022: INR in crores

Particulars Not Due Outstanding for following periods from due date of payment
< 6 months 6 months 1-2 year 2-3 year > 3 year Total
- 1 year Total
Undisputed Trade receivables
- considered good 89.95 0.42 0.58 0.37 0.38 0.71 92.41
Undisputed Trade Receivables
- which have significant
increase in credit risk - - - - - - 0.00
Undisputed Trade Receivables
- credit impaired - - - - - - 0.00
Disputed Trade receivables
- considered good - - 0.07 - - 0.19 0.00
Disputed Trade Receivables
- which have significant
increase in credit risk
Disputed Trade Receivables
- credit impaired - - - - - - 0.00
Total 89.95 0.42 0.65 0.37 0.38 0.90 92.67

Trade Receivables Ageing as at 31st March 2021:


Particulars Not Due Outstanding for following periods from due date of payment
< 6 months 6 months 1-2 year 2-3 year > 3 year Total
- 1 year Total
Undisputed Trade receivables
- considered good 0.09 45.03 1.89 1.06 0.20 0.38 48.65
Undisputed Trade Receivables
- which have significant
increase in credit risk - - - - - - 0.00
Undisputed Trade Receivables
- credit impaired - - - - - - 0.00
Disputed Trade receivables
- considered good - - 0.00 0.11 - 0.19 0.30
Disputed Trade Receivables
- which have significant
increase in credit risk - - - - - - 0.00
Disputed Trade Receivables
- credit impaired - - - - - - 0.00
Total 0.09 45.03 1.89 1.17 0.20 0.57 48.95

35th Annual Report 2021-22 92


Sanghi Industries Limited

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 7
Cash and Cash Equivalent:
Balances with banks
In current accounts 0.00 0.99
Cash in hand 0.14 0.16
Total 0.14 1.15

Note - 8
Bank balances other than Cash and Cash Equivalent:
Margin money * 44.46 29.89
Fixed deposits having original maturity more than 3 months but less than 1.13 2.00
12 months
Total 45.59 31.89
* Margin Money represents security deposited against borrowings /
Non funded exposures from banks / financial institutions

Note - 9
Other Financial assets:
Unsecured, Considered Good
Security Deposits 29.57 29.38
Total 29.57 29.38
Note - 9
Other Current assets:
Unsecured, Considered Good
Advances to employees 0.47 0.15
Advance to suppliers and contractors 8.34 30.23
Deposit with Government Department (Refer note – 36) 47.42 46.11
Others 15.53 15.40
Total 71.76 91.89

93 35th Annual Report 2021-22


Sanghi Industries Limited

INR in crores
Note - 11 - Share Capital:
Particulars As at 31 Mar 2022 As at 31 Mar 2021
No. of Amount No. of Amount
shares shares

Authorised share capital


Equity shares of INR 10/- each 350,000,000 350.00 350,000,000 350.00
Preference shares of INR 100/- each 20,000,000 200.00 20,000,000 200.00
550.00 550.00
Issued share capital
Equity shares of INR 10/- each Fully paid Up 251,000,000 251.00 251,000,000 251.00
251.00 251.00
Subscribed and Fully paid up share capital
Equity shares of INR 10/- each Fully paid Up 251,000,000 251.00 251,000,000 251.00
251,000,000 251.00 251,000,000 251.00
Total share capital 251,000,000 251.00 251,000,000 251.00

Note (a) : The Reconciliation of Number of Shares outstanding at the beginning and at the end of the
year
Particulars As at 31 Mar 2022 As at 31 Mar 2021
No. of Amount No. of Amount
shares shares
Balance at the beginning of the reporting period Balance 251,000,000 251.00 251,000,000 251.00
Changes in equity share capital during the year. - - - -
Balance at the end of the reporting period 251,000,000 251.00 251,000,000 251.00

Notes :
A. Terms, Rights and restrictions attached to equirty shares
The Company has one class of equity shares having par value of INR 10 per share. Each member is eligible
for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential amount, in proportion to their
shareholding.

B. The details of Shareholders holding more than 5 % of Shares


Particulars As at 31 Mar 2022 As at 31 Mar 2021
No. of % of Total No. of % of Total
shares paid up shares paid up
Equity Equity
Share Share
Capital Capital
Equity shares
Samruddhi Investors Services Private Limited 61,533,791 24.52 61,533,791 24.52
Ravi Sanghi 49,869,750 19.87 49,869,750 19.87
111,403,541 44.39 111,403,541 44.39

35th Annual Report 2021-22 94


Sanghi Industries Limited

INR in crores
Note - 11 - Share Capital: (Contd.....)
C. For the period of preceeding five years as on the Balance Sheet date:

a) Aggregate number and class of shares allotted as fully paid up pursuant to


contract(s) without payment being received in cash Nil
b) Aggregate number of shares allotted as fully paid up by way of bonus shares Nil
c) Aggregate number and class of shares bought back Nil

D. Shareholding of Promotors

31 Mar 22 31 Mar 21 %
Promoter Name No. of % of No. of % of change
Shares Total Shares Total during
Shares Shares the year
Sri Ram Sharan Sanghi 187,000 0.07% 187,000 0.07% 0.00
Sri Ravi Sanghi 49,869,750 19.87% 49,869,750 19.87% 0.00
Sri Gireesh Sanghi 1,342,478 0.53% 1,342,478 0.53% 0.00
Smt. Kamala Rani Sanghi 140,250 0.06% 140,250 0.06% 0.00
Smt. Anita Sanghi 1,020,200 0.41% 1,020,200 0.41% 0.00
Smt. Alka Sanghi 1,074,150 0.43% 1,074,150 0.43% 0.00
Ms. Ekta Sanghi 343,750 0.14% 343,750 0.14% 0.00
Ms. Aarti Sanghi 343,750 0.14% 343,750 0.14% 0.00
Sri Gireesh Sanghi HUF 7,866,000 3.13% 7,866,000 3.13% 0.00
Sri Aditya Sanghi 8,892,500 3.54% 4,959,500 1.98% 1.56
Sri Alok Sanghi 8,892,500 3.54% 4,959,500 1.98% 1.56
Sri Ashish Sanghi 2,639,710 1.05% 2,639,500 1.05% 0.00
Sri Gaurav Sanghi 2,647,300 1.05% 2,639,500 1.05% 0.00
SZF Private Limited 6,884,000 2.74% 6,884,000 2.74% 0.00
Sanghi Threads Private Limited 1,754,000 0.70% 1,754,000 0.70% 0.00
Sanghi Filaments Private Limited 2,287,500 0.91% 2,287,500 0.91% 0.00
Sanghi Poly Zips Private Limited 1,482,500 0.59% 1,482,500 0.59% 0.00
Sanghi Synthetics Private Limited 1,675,000 0.67% 1,675,000 0.67% 0.00
Alpha Zippers Private Limited 1,675,000 0.67% 1,675,000 0.67% 0.00
Fancy Zippers Private Limited 1,468,750 0.59% 1,468,750 0.59% 0.00
Balaji Zippers Private Limited 2,775,000 1.11% 2,775,000 1.11% 0.00
SKK Zippers Private Limited 3,575,000 1.42% 3,575,000 1.42% 0.00
Maruti Fastners Private Limited 1,468,750 0.59% 1,468,750 0.59% 0.00
Sanghi Polymers Private Limited 4,700,000 1.87% 4,700,000 1.87% 0.00
Samruddhi Investors Services Private Limited 61,533,791 24.52% 61,533,791 24.52% 0.00
Sri Ravi Sanghi HUF 0 0.00% 7,866,000 3.13% (3.13)
Total 176,538,629 70.33% 176,530,619 70.33% 0.00

95 35th Annual Report 2021-22


Sanghi Industries Limited

INR in crores
Note - 12 - Other Equity
Particulars As at As at
31 Mar 22 31 Mar 21

Security Premium
Opening Balance as per last accounts 409.34 409.34
Addition during the year - -
Utilised during the year - -
Closing Balance 409.34 409.34
Capital Redemption Reserve
Opening Balance as per last accounts 84.84 84.84
Addition during the year - -
Closing Balance 84.84 84.84
Debenture Redemption Reserve
Opening Balance as per last accounts - 22.77
Addition during the year - -
Transferred to retained earnings - (22.77)
Closing Balance - -
Retained Earnings
Opening Balance as per last accounts 1,048.52 947.57
Total Comprehensive Income for the year 40.62 78.19
Transferred from Debenture Redemption Reserve 0.00 22.77
Closing Balance 1,089.14 1,048.52
Other Comprehensive Income
Opening Balance as per last accounts 0.03 (0.16)
Total Comprehensive Income for the year (0.13) 0.19
Closing Balance (0.10) 0.03
Total Other Equity 1,583.23 1,542.74

Description of Reserve
Security Premium
Security Premium is used to record the premium on the issue of shares / securities. This amount is utlised in
accordance with the provisions of the Companies Act, 2013
Capital Redemption Reserve
In accordance with applicable provisions of the Companies Act, 2013 read with the rules, Company has
created Capital Redemption Reserve for capital redeemed by the company and the same will be utilised
in accordance with the provisions of the Companies Act, 2013
Debenture Redemption Reserve
Ministry of Corporate Affairs has notified Companies (Share Capital and Debentures) Amendment Rules,
2019 on 16 August 2019. As per the amendment, Debenture Redemption Reserve (DRR) is not required to
be created in case of listed companies. Accordingly, the Company has not created any Debenture
Redemption Reserve from financial year 2019-20 onwards. Further, the outstanding balance of Debenture
Redemption Reserve created upto 31 March 2019 has been transferred to retained earnings on account
of redemption of debentures during previous financial year.

35th Annual Report 2021-22 96


Sanghi Industries Limited

INR in crores
Note - 13 - Financial Liabilities : Borrowings:
Particulars As at 31st March, 22 As at 31st March, 21
Non- Current Current Non- Current Current
Current Maturities of Current Maturities of
Long Term Long Term
Borrowings Borrowings

a) Working Capital Loans


Secured – From Banks1 - 280.28 0.00 - 283.53 0.00
b) Term Loans
Secured – From Banks1 416.16 0.00 63.21 467.42 0.00 45.45
Secured – From Others2 285.90 0.00 26.31 290.77 0.00 7.01
c) Loan from related party
Unsecured 3 7.18 0.00 0.00 7.18 - 0.00
d) Debentures (Secured)
15% Redeemable,
Non-convertible Debentures of
INR 10,00,000/- each4 299.27 0.00 0.00 293.72 - 0.00
TOTAL 1,008.51 280.28 89.52 1,059.08 283.53 52.46

Details of Short term Borrowings 31.03.2022 31.03.2021

Current Borrowings 280.28 283.53


Current Maturities of Long term Borrowings 89.52 52.46
Total 369.80 336.00

97 35th Annual Report 2021-22


Sanghi Industries Limited

Disclosures on borrowings for March 2022

Loan Security Repayment terms As at 31st March, 22


Non- Current Current
Current Maturities
on Long
Term
Borrowings
1. Loan from Banks
Working Capital First Pari-passu Charge Repayable on demand. 0.00 280.28 0.00
Loans against Current assets.
The rate of interest ranges
from 8.80% to 11.40 %
Term Loans First Pari-passu Charge on Repayable from April 55.23 0.00 31.83
Fixed Assets. 2019 to October 2024.
The rate of interest is 9.95%
First exclusive charge on Repayable in 12 semi- 2.92 0.00 5.56
ships. annual equal installments
The rate of interest ranges with the first installment
from 2.81 % to 2.96% being from December,
2017 till July 2023.
First exclusive charge on Repayable from 2.61 0.00 0.74
Ship Loader. June 2021 to
The rate of interest is 8.21% March 2026.
First Pari-passu Charge on 32 quarterly instalments 353.64 0.00 24.00
Fixed Assets. The rate of starting from Oct ‘2022
interest ranges from 9.75% Qtr
to 10.60%
Hypothecation of cars The Equated Monthly 1.76 0.00 1.08
rate of interest ranges from installments.
7.85% to 9.80%
2. Loan from Others Charge on specific Equated Monthly install- 0.42 0.00 0.08
property ments starting from
October 2015 to
December 2025
First Pari-passu Charge on Equated Monthly install- 10.17 0.00 7.47
Fixed Assets ments starting from
November 2017 to
July 2024
First Pari-passu Charge on 32 quarterly instalments 275.32 0.00 18.76
Fixed Assets starting from Oct ‘2022
Qtr
3. Loan from Unsecured Loan February’ 2031 2.18 0.00 0.00
related parties Unsecured Loan February’ 2031 5.00 0.00 0.00
4. 15% Redeemable, First Pari-passu Charge on Payable over 14 299.27 0.00 0.00
Non-convertible Fixed Assets quarterly instalments
Debentures starting from 22nd Nov
2023
Total 1008.51 280.28 89.52

35th Annual Report 2021-22 98


Sanghi Industries Limited

Disclosures on borrowings for March 2021

Loan Security Repayment terms As at 31st March, 21


Non- Current Current
Current Maturities
on Long
Term
Borrowings
1. Loan from Banks
Working Capital First Pari-passu Charge Repayable on demand 0.00 283.53 0.00
Loans against Current assets.
The rate of interest ranges
from 8.45% to 10.80 %
Term Loans First Pari-passu Charge on Repayable from 79.52 0.00 38.95
Fixed Assets. The rate of April 2019 to
interest is 9.95 % October 2024.
First exclusive charge on Repayable in 12 semi- 8.21 0.00 5.51
ships. The rate of interest annual equal install-
ranges from 2.81 % to ments with the first
2.96% installment being from
December, 2017 till
July 2023.
First Pari-passu Charge on 32 quarterly instalments 376.84 0.00 0.00
Fixed Assets. The rate of starting from Oct ‘2022
interest ranges from 9.75% Qtr
to 10.60%
Hypothecation of cars Equated Monthly 2.85 0.00 0.99
The rate of interest ranges installments.
from 7.85% to 9.80%
2. Loan from Others Charge on specific Equated Monthly install- 0.45 0.00 0.07
property ments starting from
October 2015 to
December 2025
First Pari-passu Charge on Equated Monthly install- 17.56 0.00 6.75
Fixed Assets ments starting from
November 2017 to
July 2024
Hypothecation of Equated Monthly install- 0.00 0.00 0.19
specific equipments. ments starting from
December 2017 to
November 2021
First Pari-passu Charge on 32 quarterly instalments 272.76 0.00 0.00
Fixed Assets starting from Oct ‘2022
Qtr
3. Loan from related Unsecured Loan February’ 2031 2.18 0.00 0.00
parties Unsecured Loan February’ 2031 5.00 0.00 0.00
4. 14% Redeemable, First Pari-passu Charge on Payable over 14 quarterly 293.71 0.00 0.00
Non-convertible Fixed Assets instalments starting from
Debentures 22nd Nov 2023
Total 1059.08 283.53 52.46

99 35th Annual Report 2021-22


Sanghi Industries Limited

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 14
Lease Liabilities
Total Lease Obligations 18.41 19.99
Less: Current Maturities of Lease Obligation (1.26) (1.58)
Total 17.15 18.41

Note - 15
Trade payables
( a ) Dues of Micro and Small Enterprises* 0.00 0.00
( b ) Dues of creditors other than Micro and Small Enterprises 78.10 0.00
Total 78.10 0.00
* No interest has been paid/payable by the Company to the suppliers under
the Micro, Small and Medium Enterprises Development Act 2006. The said
information is based on the records maintained by the Company of its suppliers.

Ageing of Trade Payables as on 31.03.2022 INR in crores

Particulars Not Due Outstanding for following periods from Total


due date of payment
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME - - - - - -
(ii) Others 78.10 - - - - 78.10
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues – Others - - - - - -

Ageing of Trade Payables as on 31.03.2021 INR in crores

Particulars Not Due Outstanding for following periods from Total


due date of payment
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME - - - - - -
(ii) Others - - - - - -
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues – Others - - - - - -

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 16
Other financial liabilities:
Security Deposits from Customers and Contractors/Transporters 53.69 58.85
Total 53.69 58.85

35th Annual Report 2021-22 100


Sanghi Industries Limited

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 17
Long term provisions:
Employee benefits
Gratuity 5.70 5.59
Leave encashment 1.63 1.70
Sick Leave 0.28 0.35
Other provisions
Asset retirement obligation 0.09 0.08
Mines restoration 0.20 0.20
District Mineral Fund 0.11 0.11
National Mineral Exploration Trust 0.45 0.42
Electricity Duty 26.89 28.55
Total 35.35 37.00
Movement of provisions during the year as required by Indian Accounting
Standard (Ind AS) 37 “ Provisions, Contingent Liabilities and Contingent Assets
Provision for asset retirement obligation
Opening Balance 0.08 0.08
Add: Provision during the year 0.01 0.00
Less: Utilisation during the year
Closing Balance 0.09 0.08
Provision for Mines Restoration Expenses
Opening Balance 0.20 0.19
Add: Provision during the year 0.00 0.01
Less: Utilisation during the year 0.00 0.00
Closing Balance 0.20 0.20
Provision for District Mineral Fund
Opening Balance 0.11 0.11
Add: Provision during the year 0.00 0.00
Less: Utilisation during the year 0.00 0.00
Closing Balance 0.11 0.11
Provision for National Mineral Exploration Trust
Opening Balance 0.42 0.42
Add: Provision during the year 0.45 0.00
Less: Utilisation during the year 0.42 0.00
Closing Balance 0.45 0.42
Provision for Electricity Duty
Opening Balance 28.55 29.35
Less: Reversal during the year 0.36 -
Less: paid during the year 1.30 0.80
Closing Balance 26.89 28.55

101 35th Annual Report 2021-22


Sanghi Industries Limited

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 18
Lease Liabilities
Current Maturities of Lease Obligation 1.26 1.58
Total 1.26 1.58

Note - 19
Current financial liabilities : Trade payables
( a ) Dues of Micro and Small Enterprises* 0.03 0.17
( b ) Dues of creditors other than Micro and Small Enterprises 270.69 137.62
Total 270.72 137.79
* No interest has been paid/payable by the Company to the suppliers under
the Micro, Small and Medium Enterprises Development Act 2006. The said
information is based on the records maintained by the Company of its suppliers.

Ageing of Trade Payables as on 31.03.2022 INR in crores

Particulars Not Due Outstanding for following periods from Total


due date of payment
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME - 0.03 - - - 0.03
(ii) Others 53.37 189.83 7.63 4.28 1.59 256.70
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues – Others - 12.77 1.22 - - 13.99

Ageing of Trade Payables as on 31.03.2021 INR in crores

Particulars Not Due Outstanding for following periods from Total


due date of payment
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME - 0.17 - - - 0.17
(ii) Others 75.07 54.53 7.33 0.69 0.00 137.62
(iii) Disputed dues – MSME - - - - - -
(iv) Disputed dues – Others - - - - - -

35th Annual Report 2021-22 102


Sanghi Industries Limited

INR in crores
Particulars As at As at
31 Mar 22 31 Mar 21

Note - 20
Current financial liabilities : Others
Interest accrued but not due on borrowings 4.05 2.02
Other payables:
Salary payable 10.58 8.67
Other Employee Related liabilities 3.77 2.84
Payable for capital goods 14.55 21.85
Other financial liabilities* 15.46 29.35
Total 48.41 64.73
* Other Financial Liability includes purchase invoice discounting of Rs.8.48 Crores
(previous year Rs. 12.36 Crores).

Note - 21
Deferred Revenue:
Deferred Revenue 4.78 10.76
Total 4.78 10.76
Note - 22
Current liabilities : Others
Advance received from Customers 39.25 19.45
Statutory dues 35.75 21.20
Other Payables 0.02 0.04
Total 75.02 40.68

Note - 23
Current provisions:
Employee benefits
Gratuity 1.69 1.33
Leave Encashment 0.48 0.40
Sick Leave 0.06 0.07
Other provisions
Provision for Expenses 16.53 43.68
Total 18.76 45.48

103 35th Annual Report 2021-22


Sanghi Industries Limited

INR in crores
Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21

Note - 24
Other Income:
Interest income 1.48 2.41
Other non-operating income (net) 9.62 6.53
Total Other income 11.10 8.94

Note - 25
Cost of Materials consumed:
Opening stock 7.59 2.64
Add: Purchases 63.30 62.10
Less: Closing stock (9.68) (7.59)
Total of cost of material consumed 61.21 57.15

Details of Material consumed


Lime Stone 34.70 21.60
Fly Ash 14.22 15.83
Gypsum 5.91 0.01
Clinker consumed 0.00 5.94
Raw Material for Ready Mix Concrete 0.00 0.82
Other Raw materials 6.38 12.95
Total 61.21 57.15

Note - 26
Changes in inventories of finished goods, work-in-progress and stock-in-trade:
Closing Stock:
Finished goods 56.05 41.51
Work-in-progress 3.40 0.42
59.45 41.93
Less: Opening Stock :
Finished goods 41.51 45.59
Work-in-progress 0.42 0.47
41.93 46.06
Net decrease / (increase) (17.52) 4.13
Note - 27
Employee benefit expense:
Salaries & Wages and Bonus 61.88 46.07
Contribution to Provident Fund & Other Benefits 0.76 0.81
Staff Welfare Expenses 3.80 0.97
Total of employee benefit expense 66.44 47.85

35th Annual Report 2021-22 104


Sanghi Industries Limited

INR in crores
Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21

Note - 28
Selling expenses:
Freight outward 249.09 231.73
Stevedoring expenses 17.87 13.80
Sales and promotion expenses 17.55 12.70
Total of selling expenses 284.51 258.23

Note - 29
Finance costs:
Interest on Borrowings 73.74 64.71
Other borrowing cost 8.22 8.47
Total of finance Costs 81.96 73.18

Note - 30
Depreciation & Amortisation Expenses:
Depreciation & Amortisation Expenses 64.17 63.70
Total of Depreciation & Amortisation expenses 64.17 63.70

Note - 31
Other Expenses:
Manufacturing expenses
Consumption of packing material 27.23 22.23
Consumption of stores and spares 13.57 10.54
Other manufacturing expenses 14.31 7.63
Other operating expenses
Repairs to plant and machinery 15.21 10.74
Repairs to building 1.98 1.27
Advertisement 3.16 2.72
Audit fees1 0.37 0.36
Insurance 3.65 2.88
Foreign exchange loss (net) 0.13 -0.03
Loss on sale of property,plant & equipment (net) 0.00 3.13
Corporate social Responsibility expenses 2 1.57 1.81
Other operating administrative expenses 23.66 16.25
Total of other expenses 104.84 79.53
1. Payment to Statutory Auditors as:
Payment for Statutory Audit 0.30 0.30
Payment for Limited review 0.07 0.06
0.37 0.36

105 35th Annual Report 2021-22


Sanghi Industries Limited

INR in crores
Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21

Note - 32
Statement of other comprehensive income:
(i) Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plan (0.18) 0.26
Total (0.18) 0.26
(II) Income tax related to items that will not be reclassified to profit
or loss
Remeasurement of defined benefit plan 0.05 (0.07)
Total 0.05 (0.07)
Net Comprehensive income (0.13) 0.19

Note - 33
Earnings per share:
Basic and Diluted EPS amounts are calculated by dividing the profit for
the year attributable to equity holders by the weighted average number
of Equity shares outstanding during the year.
The following reflects the profit and number of shares used in the basic
and diluted EPS computations:
Profit attributable to equity holders ( INR in crores) 40.62 78.19
Weighted average number of equity shares used for computing EPS (Basic) 251,000,000 251,000,000
Weighted average number of equity shares used for computing EPS (Diluted) 251,000,000 251,000,000
Earnings per share ( Basic) - INR 1.62 3.12
Earnings per share ( Diluted ) - INR 1.62 3.12

Note - 34 - Financial instruments – Fair values and risk management:


A. Accounting classification and fair values
The management assessed that fair value of Trade Receivables, Cash and cash Equivalents, Bank
Balances, Short Term Borrowings, Trade Payables, Floating rate Borrowings and Fixed rate Borrowings
approximate their carrying amounts.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk;
• Liquidity risk; and
• Market risk
i. Risk management framework
The Company’s board of directors has overall responsibility for the establishment and oversight
of the Company’s risk management framework. The Company manages cash resources,
borrowing strategies, and ensures compliance with market risk limits and policies.
Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities.
The audit committee oversees compliance with the company’s risk management policies and
reviews the adequacy of the risk management framework in relation to the risks faced by the
Company.
ii. Credit risk
Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the
financial instruments fails to meet its contractual obligations and arises principally from the
Company’s receivables, treasury operations and other operations that are in the nature of lease
35th Annual Report 2021-22 106
Sanghi Industries Limited

Cash and other bank balances


The company maintains its Cash and cash equivalents and Bank deposits with banks with
good past track record and high quality credit rating and also reviews their credit-worthiness
on an on-going basis.
Trade receivables
The Company’s exposure to credit risk in influenced mainly by individual characteristic of each
customer. The Company extends credit to its customers in the normal course of business by
considering the factors such as financial reliability of the customers. The Company evaluates
the concentration of risk with respect to trade receivables as low, as its customers are located
in several jurisdictions and operate in largely independent markets. The Company maintains
adequate security deposits from the customers in case of wholesale and retail segment, credit
risks are mitigated by way of enforceable securities. However, unsecured credits are extended
based on creditworthiness of the customers on case to case basis.
Trade receivables are written off when there is no reasonable expectation of recovery, such
as a debtor declaring bankruptcy or failing to engage in a repayment plan with the Company
and where there is a probability of default, the Company creates a provision based on Expected
Credit Loss for trade receivables under simplified approach as below:
As at 31.03.2022 Not < 90 90-180 180-365 365-1095 >1095 Total
due days days days days days
Gross carrying amount 89.95 0.24 0.18 0.68 0.84 1.20 93.09
Expected Loss Rate 0.00% 0.00% 2.50% 5.00% 10.00% 25.00%
Expected Credit Losses 0.00 0.00 0.00 0.03 0.08 0.30 0.42
Carrying amount to trade
receivables net of impairment 89.95 0.24 0.18 0.65 0.76 0.90 92.67

As at 31.03.2021 Not < 90 90-180 180-365 365-1095 >1095 Total


due days days days days days
Gross carrying amount 0.09 41.99 3.12 1.99 1.51 0.76 49.47
Expected Loss Rate 0.00% 0.00% 2.50% 5.00% 10.00% 25.00%
Expected Credit Losses 0.00 0.00 0.08 0.01 0.14 0.19 0.52
Carrying amount to trade
receivables net of impairment 0.09 41.99 3.04 1.89 1.36 0.57 48.95
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. The Company’s approach is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company’s reputation. The
Company maintains sufficient lines of credit to commensurate its business.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting
date. The amounts are gross and undiscounted, and include estimated interest payments and
exclude the impact of netting agreements.
INR in crores
31 March 22 Contractual cash flows
Carrying Total Less than 1-2 2-5 More than
amount 12 months years years 5 years
Financial liabilities
Borrowings (Refer note-13) 1,378.31 1,378.31 369.80 157.97 562.67 287.87
Trade payables(Refer note-15 & 19) 348.82 348.82 270.72 78.10 0.00 0.00
Others(Refer note-14,16, 18 and 20) 120.51 120.51 49.67 1.35 56.67 12.82
107 35th Annual Report 2021-22
Sanghi Industries Limited

INR in crores
31 March 21 Contractual cash flows
Carrying Total Less than 1-2 2-5 More than
amount 12 months years years 5 years
Financial liabilities
Borrowings (Refer note-13) 1,395.08 1,395.08 336.00 87.78 485.94 485.36
Trade payables
(Refer note-15 & 19) 137.79 137.79 137.79 0.00 0.00 0.00
Others (Refer note-14,16, 18
and 20) 143.57 143.57 66.32 1.26 62.92 13.07

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted
cash flows relating to financial liabilities held for risk management purposes and which are not
usually closed out before contractual maturity.
iv. Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates and
interest rates - will affect the Company’s income or the value of its holdings of financial
instruments. Exposure to market risk is a function of investing and borrowing activities and
revenue generating and operating activities in foreign currency.
v. Currency risk
The functional currency of the Company is Indian Rupee. The Company is exposed to currency
risk on account of its trade receivables, trade payables, borrowings and payables for capital
goods in foreign currency. The Company has not used derivative financial instruments either
for hedging purpose or for trading or speculative purposes except for forward contracts
executed for LC opened in foreign currency.
Forward Exchange Contracts
There is no outstanding Derivatives for hedging currency.
Exposure to currency risk
The currency profile in INR of financial assets and financial liabilities as at March 31, 2022 and
March 31, 2021 are as below:
March 31, March 31, March 31,
2022 2022 2022
INR USD GBP
Financial assets
Trade receivables (Refer note - 6) 92.23 0.44 -
Cash and cash equivalents (Refer note – 7 ) 0.14 - -
Bank balances other than Cash and Cash Equivalent
(Refer note-8) 45.59 - -
Other Financial Assets (Refer Note - 9) 29.57 - -
167.52 0.44 -
Financial liabilities
Borrowings (Refer note – 13) 1,369.82 8.49 -
Trade payables (Refer note – 15 & 19) 347.70 1.11 0.01
Others (Refer note - 14,16, 18 and 20) 119.19 1.32 -
1,836.71 10.92 0.01

35th Annual Report 2021-22 108


Sanghi Industries Limited

March 31, March 31, March 31,


2021 2021 2021
INR USD GBP
Financial assets
Trade receivables (Refer note - 6)* 48.25 0.70
Cash and cash equivalents (Refer note – 7 ) 1.15 - -
Bank balances other than Cash and Cash Equivalent
(Refer note-8) 31.89 - -
Other Financial assets ( Refer note – 9) 29.38
110.67 0.70 -
Financial liabilities
Borrowings (Refer note – 13) 1,381.36 13.72 -
Trade payables (Refer note – 15 & 19) 110.22 27.57 -
Others (Refer note - 14,16, 18 and 20) 143.47 - 0.11
1,635.05 41.29 0.11

The following significant exchange rates have been applied during the year.

INR Year end spot rate


March 31, 2022 March 31, 2021
USD 1 75.77 73.50
EUR1 84.66 86.09

INR Average rate


March 31, 2022 March 31, 2021
USD 1 74.73 73.99
EUR1 85.29 85.47

Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at March
31 would have affected the measurement of financial instruments denominated in US dollars and
affected equity by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Effect in INR of 10% movement INR


March 31, 2022
Strengthening 1.05
Weakening (1.05)

Effect in INR of 10% movement INR


March 31, 2021
Strengthening 4.06
Weakening (4.06)

vi. Interest rate risk


Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. The
Company adopts a policy to ensure that it achieves balance between fixed and floating rate.

109 35th Annual Report 2021-22


Sanghi Industries Limited

vii. Exposure to interest rate risk


The company uses a mix of fixed rates and floating rates of borrowings. The changes in the
floating interest rates are monitored closely.
INR in crores
Amount
31 Mar 22 31 Mar 21

Fixed-rate instruments
Floating rate borrowings 1,065.68 1,090.17
Fixed rate borrowings 307.63 299.91
1,373.31 1,390.08

Note : Above does not include interest free loans


viii. Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible
change in interest rates on financial assets effected.
Change in interest rate of 0.50 % INR
March 31, 2022
Increase in rate (0.41)
Decrease in rate 0.41

Change in interest rate of 0.50 % INR


March 31, 2021
Increase in Rate (0.37)
Decrease in Rate 0.37

Note - 35 - Capital Management:


The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business.
The Company’s adjusted net long term debt to equity ratio at March 31, 2022 was as follows.
INR in crores
As at
31 Mar 22 31 Mar 21
Total long term debts 1,098.03 1,111.55
Less : Cash and cash equivalents 0.14 1.15
Adjusted net long term debts 1097.90 1,110.40
Total equity 1834.23 1,793.74
Adjusted net long term debts to adjusted equity ratio 0.60 0.62

35th Annual Report 2021-22 110


Sanghi Industries Limited

Note - 36 - Contingent Liabilities:


The claims against the company not acknowledged as debt amount to INR 111.99 Crore (31 March 2021
: INR 106.44 Crore) and interest and penalty thereon as may be decided at the time of disposal of the
claim. Against above, the Company has deposited a sum of INR 45.87 Crore (31 March 2021 : INR 45.49
Crore) with respective authorities as deposit.
INR in crores
Particulars 31 Mar 22 31 Mar 21
Excise & Service Tax 61.67 57.04
Customs 12.41 12.41
Sales Tax 1.76 1.76
Claims of Gujarat Water Supply and Sewerage Board 26.38 26.38
Land Revenue Tax 1.17 1.17
Electricity Duty 3.30 3.30
GST Compensation Cess 2.28 2.26
Other Claims against the Company 3.02 2.12
Total 111.99 106.44

Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for is INR
NIL (31 March 2021 is INR 39.92 Crore Net of advances).
Bank Guarantee outstanding Rs 2.35 Crore (31 March 2021 Rs 12.86 Crore) and Margin against Bank
Guarantee Rs 0.47 Crore (31 March 2021 Rs 11.21 Crore).
Note - 37 - Segment reporting :
(a) Description of segments and principal activities
The Company is in the business of manufacturing and sale of cement and clinker which is considered
to constitute one single primary segment.
(b) Geographical Information

Particulars Details
Revenue Non Current
Assets

Within India
31 March, 2022 1,075.19 3,252.26
31 March, 2021 922.88 3,049.76
Outside India
31 March, 2022 65.33 -
31 March, 2021 25.29 -
Total
31 March, 2022 1,140.52 3,252.26
31 March, 2021 948.17 3,049.76

Domestic revenue includes INR 0.24 Crore self consumption (31 March 2021 : INR 0.31 Crore)
(c) Information about major customers
None of the entity’s external customers account for 10 per cent or more of an entity’s revenue.
(PY - Nil)

111 35th Annual Report 2021-22


Sanghi Industries Limited

Note - 38 - Related party disclosures:


a. Subsidiary Company :
As on 31st March 2022, the company has no subsidiary company.
b. Key Management Personnel:
Mr. Ravi Sanghi - Chairman and Managing Director(*)
Mr. Aditya Sanghi - Whole Time Director(*)
Mr. Alok Sanghi - Whole Time Director(*)
Mrs. Bina Engineer - Whole Time Director and Chief Financial Officer (**)
Mr. N. B. Gohil - Whole Time Director
Mr. D. K. Kambale - Non Executive Director
Mr. Sadashiv Sawrikar - Non Executive Director
Mr. D. B. N. Rao - Non Executive Director
Mr. M. K. Doogar - Non Executive Director - Ceased to be director w.e.f. 04.05.2021
on account of sad demise
Mr. S. Balasubramarian - Non Executive Director
Ms. Raina Desai - Non Executive Director
Mr. Arvind Agarwal - Non Executive Director - Appointed w.e.f. 12.08.2021
Mr. Anil Agrawal - Company Secretary
c. M/s Sanghi Energy Limited a group company has given Corporate Guarantee to the Debenture
Trustee M/s Vistra ITCL India Ltd. acting for the benefit of the Debentureholders in relation to the issue
of listed, rated, secured, redeemable non convertible debentures of an agreegate value of Rs.
305.00 Crores by Sanghi Industries Limited.
d. The following transactions were carried out with the related parties referred in above in the ordinary
course of business :
INR in crores
Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21

Remuneration (including Managerial Commission) 8.49 7.72


Sitting Fees 0.15 0.10
Loan from Sh. Alok Sanghi - 5.00
Loan from Sanghi Energy Limited - 2.18
Interest on Loan from Sanghi Energy Limited 0.17 0.02
Total 8.81 15.02
Due to Covid-19 pandemeic and consequent Lockdown, Promotors Directors have foregone their
salary from the month of April-2020 to June-2020 and also forgone their 25% Salary from July-2020
to September- 2020. Other functional directors have also foregone their 30% salary from the month
of April-2020 to June-2020 and 25% Salary from July-2020 to September-2020.
Remuneration includes commission to key managerial persons (* and **) INR 1.46 Crore (31 March
2021 : INR 2.89 Crore).
e. The following are the outstanding balances for the related parties referred above in the ordinary
course of business :
INR in crores
Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21
Remuneration payable (including Managerial Commission) 3.64 2.78
Loan from Sh. Alok Sanghi 5.00 5.00
Loan from Sanghi Energy Limited 2.18 2.18
Interest Payable on Loan from Sanghi Energy Limited 0.17 0.02
Total 10.99 9.98
35th Annual Report 2021-22 112
Sanghi Industries Limited

Note - 39 - Operating lease:


The company has taken certain assets on operating lease which are cancellable. During the year company
has paid INR 1.52 Cr. (FY 20-21 INR 1.47 Cr.) towards cancellable operating lease. There are no operating
leases which are non cancellable.

Note - 40 - Gratuity and other post employment benefit plans:


The Company operates post employment and other long term employee benefits defined plans as follows:
I. Defined Contribution Plan INR in crores
Description 31 Mar 22 31 Mar 21
Employer’s Contrinution to Provident Fund 0.66 0.70

II. Unfunded
i. Gratuity
ii. Leave encashment benefit
III. Defined Benefit Plan
The present value of obligation is determined based on actuarial valuation using the Projected Unit
Credit Method, which recognises each period of service to build up the final obligation. The obligation
for leave encashment is recognised in the same manner as for gratuity.
INR in crores
Description Gratuity Leave encashment
31 Mar 22 31 Mar 21 31 Mar 22 31 Mar 21
1. Reconciliation of opening and closing balances
of Defined Benefit obligation
a . Obligation as at the beginning of the year 6.93 6.52 2.10 2.13
b . Current Service Cost 0.63 0.68 0.42 0.41
c . Past Service cost
d . Interest Cost 0.48 0.45 0.14 0.15
e . Actuarial (Gain)/Loss 0.18 (0.26) 0.02 (0.30)
f. Benefits Paid (0.83) (0.46) (0.57) (0.29)
g . Obligation as at the end of the year 7.39 6.93 2.11 2.10
2. Reconciliation of fair value of assets and obligation
a . Fair Value of Plan Assets as at the end of the year 0.00 0.00 0.00 0.00
b . Present Value of Obligation as at the end of
the year 7.39 6.93 2.11 2.10
c . Amount recognised in the Balance Sheet (7.39) (6.93) (2.11) (2.10)
3. Expense recognised during the year in Statement
of Profit & Loss
a . Current Service Cost 0.63 0.68 0.42 0.41
b . Acturial (gain)/loss 0.18 (0.26) 0.02 (0.30)
c . Interest Cost 0.48 0.45 0.14 0.15
d . Expense recognised during the year 1.29 0.87 0.58 0.26
4. Expense recognised during the year in OCI
a . Actuarial (Gain)/Loss 0.18 (0.26) 0.02 (0.30)
5. Actuarial Assumptions
a . Discount Rate (per annum) 7.15% 6.86% 7.15% 6.86%
b . Salary escalation 3.00% 3.00% 3.00% 3.00%
c . Mortality Rate Indian Assured Lives Mortality
(Mortality 2012-14 (Urban)) - Previous Year
(Mortality 2006-2008 ult) Urban Ultimate Urban Ultimate

113 35th Annual Report 2021-22


Sanghi Industries Limited

IV. Sensitivity analysis


Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions,
holding other assumptions constant, would have affected the defined benefit obligation by the
amounts shown below.
INR in crores
Particulars 31 Mar 22
Increase Decrease
Gratuity Gratuity

Discount rate (1% movement) (0.35) 0.39


Salary growth rate (1% movement) 0.36 (0.33)

INR in crores
Particulars 31 Mar 21
Increase Decrease
Gratuity Gratuity

Discount rate (1% movement) (0.36) 0.40


Salary growth rate (1% movement) 0.37 (0.34)

Although the analysis does not take account of the full distribution of cash flows expected under the
plan, it does provide an approximation of the sensitivity of the assumptions shown

Note - 41:
Balance of trade receivables, trade payables, advances and deposits are subject to confirmation and
reconciliation, if any.

Note - 42:
Disclosures as required under Ind-As 115 – Revenue from Contracts with Customers
(i) Bifurcation of toal revenue from contracts with customer as per Ind As 115 is given below:
Revenue from contracts with customers INR 1122.69 crore
- Recognised from contract liability of the previous year INR 19.45 crore
- Contract liability outstanding as at year end INR 39.25 crore
- Recognised from the performance obligation satisifed in current year INR 10.76 crore
- Recognised from the contracts entered in current year INR 1131.73 crore
(ii) Performance Obligation pending at year end for which revenue is to be recognised in next financial
year is INR 4.78 crore.
(iii) The company clasify the right to receive consideration as trade receivables.
(iv) Sale of goods to customers are made at fixed rate.

Note - 43 - Research and Development Cost:


During the year company has incurred INR 1.18 crore towards Research and Development.
Capital Expenditure INR NIL ( Previous Year INR NIL)
Recurring Expenditure INR 1.18 crore ( Previous Year INR 1.23 crore)

35th Annual Report 2021-22 114


Sanghi Industries Limited

Note - 44 - Dues to Micro and Small Enterprises:


The company has certain dues to suppliers registered under Micro,Small and Medium Enterprises
Development Act 2006 (MSME Act). The information as per requirement of Section 22 of The Micro,Small
and Medium Enterprises Development Act 2006 as below :
INR in crores

Particulars 31 Mar 22 31 Mar 21

Principal amount due to supplier under the MSMED Act and remaining
unpaid as at year end. 0.03 0.17
Interest due to suppliers registered under the MSMED Act and remaining
unpaid as at year end - -
Principal amount paid to suppliers registered under the MSMED Act,
beyond the appointed day during the year - -
Interest paid , other than under Section 16 of MSMED Act, to suppliers
registered under the MSMED Act,beyond the appointed day during the year - -
Interest paid under Section 16 of MSMED Act, to suppliers registered under
the MSMED Act,beyond the appointed day during the year - -
Interest due and payable towards suppliers registered under MSMED Act,
for payment already made. - -
Further interest remaining due and payable for earlier years - -

There is no principal and interest overdue to Micro and Small enterprises. During the year no interest has
been paid to such parties. This information has been determined to the extent such parties have been
identified on the basis of information available with the Company.

115 35th Annual Report 2021-22


Sanghi Industries Limited

Note - 45 - Disclosure as per Ind AS 116 ‘Leases’:


Company as Lessee:
(i) The following are the carrying amounts of lease liabilities recognised and the movements during the
period:
Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21
Opening Balance 19.99 12.58
- Additions in lease liabilities 0 11.9
- Interest cost during the year 2.24 2.23
- Payment of lease liabilities 3.82 4.71
- Termination of lease liabilities 0 2.01
Closing Balance 18.41 19.99
Current 1.26 1.58
Non Current 17.15 18.41

(ii) Maturity Analysis of the lease liabilities:


Contractual undiscounted cash flows As at 31 As at 31
March 2022 March 2021

3 months or less 0.84 0.96


3-12 Months 2.51 2.87
1-2 Years 3.29 3.34
2-5 Years 7.95 9.44
More than 5 Years 29.10 30.90
Undiscounted Lease liabilities as at 31 March 2022 43.69 47.51

(iii) The following are the amounts recognised in profit or loss:


Particulars For the For the
year ended year ended
31 Mar 22 31 Mar 21
Depreciation expense for right-of-use assets 2.48 1.84
Interest expense on lease liabilities 2.24 2.23
Expense relating to short-term leases 1.52 1.47

(iv) The following are the amounts disclosed in the cash flow statement:

Particulars As at 31 As at 31
March 2022 March 2021

Cash Outflow from leases 3.82 4.71

35th Annual Report 2021-22 116


Sanghi Industries Limited

Note - 46 - Reconciliation of tax expenses and effective tax rate:


2021-22 2020-21
in crore In % in crore In %
Profit before tax expenses 56.75 112.58
Tax expenses at statutory income tax rate 14.28 25.17% 28.34 25.17%
Adjustments of tax related to Earlier Years 1.53 -
Others Adjustments 0.28 6.12
Tax expenses 16.09 34.46
Tax expenses reported in statement of profit or loss 16.09 28.36% 34.46 30.61%

Note- 47 - COVID 19:


The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance
and slowdown of economic activity. The Company’s operations and revenue during the period were
impacted due to COVID-19. The Company has taken into account the possible impact of COVID-19 in
preparation of the audited financial results, including its assessment of recoverable value of its assets
based on internal and external information upto the date of approval of these audited financial results
and current indicators of future economic conditions.
Note - 48:
During the previous year, company has opted for shifting to lower tax rate regime along with consequent
reduction in certain tax incentives including lapse of the accumulated MAT Credit in pursuance of section
115BAA of the Income Tax Act. Accordingly, during the quarter and year ended 31st March 2021,
derecognition of MAT Credit of ? 27.53 Crores has been made in the accounts. Further the current tax and
deferred tax liability has been recognised based on above provisions.
Note- 49:
The Indian Parliament has approved the Code on Social Security 2020 (“the Code“) which, inter-alia,
deals with employee benefits during employment and post-employment. Effective date of the code and
rules thereunder are yet to be notified. In view of this, the impact of change, if any, will be assessed and
recognised post notification of the relevant provisions.
Note - 50 - Corporate Social Responsibility Expenses (CSR):
As per Section 135 of the Companies Act, 2013 read with guidelines issued by Department of Public
Enterprises, GOI, the Company is required to spend, in every financial year, at least two per cent of the
average net profits of the Company made during the three immediately preceding financial years in
accordance with its CSR Policy. The details of CSR expenses for the year are as under:
INR in crores
Particulars For the For the
year ended year ended
31 Mar 2022 31 Mar 2021
A. Amount required to be spent during the year
(i) Gross amount (2% of average net profit as per Section 135
of Companies Act,2013) 1.54 1.41
(ii) Surplus arising out of CSR projects - -
(iii) Set off available from previous year - -
(iv) Total CSR obligation for the year [(i)+(ii) -(iii)] 1.54 1.41
B. Amount approved by the Board to be spent during the year 1.57 1.81
C . Amount spent during the year on:
a ) Construction/acquisition of any asset - -
b ) On purposes other than (a) above 1.57 1.81
Total 1.57 1.81
D. Set off available for succeeding years - -
E. Amount unspent during the year - -

117 35th Annual Report 2021-22


Sanghi Industries Limited

Note - 50 - Corporate Social Responsibility Expenses (CSR): (Contd.....)


i) Amount spent during the year ended 31 March 2022: INR in crores
Particulars In cash Yet to be Total
paid in cash
a ) Construction/acquisition of any asset - - -
b ) On purposes other than (a) above 1.57 - 1.57

Amount spent during the year ended 31 March 2021: INR in crores
Particulars In cash Yet to be Total
paid in cash
a ) Construction/acquisition of any asset - - -
b ) On purposes other than (a) above 1.81 - 1.81

ii) Details of contribution to a trust controlled by the company in relation to CSR expenditure:
INR in crores
Particulars For the For the
year ended year ended
31 Mar 2022 31 Mar 2021
Contribution given to Trust 0.57 0.67

iii) Break-up of the CSR expenses under major heads is as under:


INR in crores
Particulars For the For the
year ended year ended
31 Mar 2022 31 Mar 2021
1. Health Care to economically backward people 0.31 0.34
2. Educational facilities to economical backward and
rural children 0.30 0.42
3. Greenbelt development 0.55 0.91
4. Measures taken for prevention of COVID 19 0.41 0.14
Total 1.57 1.81

Note - 51 - Additional disclosures as required under schedule III of the Companies Act 2013.

1) Title deeds of all immovable properties are held in name of the Company as at 31st March
2022.
2) The company does not hold any Investment Property in its books of accounts, so fair valuation of
investment property is not applicable.
3) The Company has not revalued any of its Property, Plant & Equipment and including Right of use
assets in the current year & previous year.
4) The company has not granted any loans or advances to promoters, directors, KMP’s and the related
parties that are repayable on demand or without specifying any terms or period of repayment.
5) No proceedings have been initiated or pending against the company under the Benami Transactions
(Prohibition) Act,1988.

35th Annual Report 2021-22 118


Sanghi Industries Limited

6) Company is not having any transaction with the Companies struck off under the Section 248 of the
Companies Act 2013 or Section 560 of the Companies Act 1956 except as below:

Name of struck off Company Nature of Balance Relationship


transactions outstanding with the Struck
with (Rs. in crore) off company,
struck-off if any, to be
Company disclosed
Sarvodaya Shares and Stocks Broking Private Limited Shares Held # Share Holder

# Amount is less than Rs. 50,000/-


7) There are no charges or satisfaction which are to be registered with ROC beyond statutory period.
8) The company has not been declared as a wilful defaulter by any bank or financial institution or any
other lender.
9) The Company has filed quarterly returns or statements with the banks who have sanctioned working
capital facilities, which are in agreement with the books of account other than those as set out
below.

Particulars of For the Amount Amount as Amount Remarks


Securities provided quarter as per reported of
ended unaudited account difference
books of in the
quarterly
returns and
statement
Inventories & Trade June 2021 402.14 438.03 35.89 Amount reported in
Receivables Sept 2021 405.24 421.1 15.86 statements filed with
Dec 2021 470.74 480.93 10.19 banks are based on
Mar 2022 416.46 401.26 -15.2 provisional
accounts.
Trade Payables * June 2021 82.15 78.80 -3.35 Amount reported in
Sept 2021 65.36 62.99 -2.37 statements filed with
Dec 2021 98.35 95.72 -2.63 banks are based on
Mar 2022 100.28 92.83 -7.45 provisional accounts.
*Excluding amount payables for post-production activities, project and long term Trade Payables
as per the consistent practice followed by the company and accepted by its lender.

10) The provisions of clause (87) of section 2 of the Act read with the Companies (Restriction on number
of Layers) Rules, 2017 are not applicable to the company as per Section 2(45) of the Companies
Act,2013.
11) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
12) The Company have not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall:
119 35th Annual Report 2021-22
Sanghi Industries Limited

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
13) The company does not have any transaction which is not recorded in the books of accounts that
has been surrendered or disclosed as income during the year in the tax assessment under the
Income Tax Act, 1961.
14) The company has not traded or invested in Cyrpto Currency or Virtual Currency during the financial
year.
15) There were no scheme of Arrangements approved by the competent authority during the year in
terms of section 230 to 237 of the Companies Act, 2013.

35th Annual Report 2021-22 120


16) Performance Ratio’s
Ratio Numerator Denominator FY 2021-22 FY 2020-21 % Variance Reason for Variance
Current ratio Current Assets Current Liabilities 0.71 0.87 -17.90%
Debt-equity Paid-up debt capital Shareholder’s Equity 0.75 0.78 -3.38%
ratio (Long term borrowings (Total Equity)
+Short term borrowings)
Debt service (Profit After Tax+Interest Finance Costs + lease 1.44 2.07 -30.62% EBITDA has decreased
coverage + Depreciation + Loss/ payments+Scheduled mainly due to substantial
ratio (Gain) on Sale of principal repayments increase in power and fuel
Property Plant & of long term cost on account of
borrowings volatile coal price and
supply
Sanghi Industries Limited

Return on Profit for the year Average 2.24% 4.46% -49.75% Due to lower operating
equity ratio Equity Shareholder’s profit
Inventory Revenue from Average Inventory 3.35 2.65 26.09% Due to better utilisation of
turnover operations inventory and lower fuel
ratio sotck
Trade Revenue from Average trade 15.95 21.27 -25.00% Due to longer credit
receivables operations receivables period offered
turnover ratio

121
Trade Total Purchases (for Average Trade 3.47 4.80 -27.71% Due to increase in power
payables Material Consumed)+ Payables and fuel cost and
turnover ratio Other Expenses corresponding payables
(excluding non-cash
item)+Closing Inventory*
-Opening Inventory*)
*(Inventory excluding
Finished Goods & Stock
in Process)
Net capital Revenue from Working Capital # # -
turnover ratio operations
Net profit Profit for the year Revenue from 3.60% 8.32% -56.80% Due to lower operating
ratio operations profit
Return on Earning before interest Capital Employed = 4.32% 5.83% -25.88% Due to lower operating
capital and taxes ( Networth + profit
employed Total Debt + DTL)

# Working Capital is negative

35th Annual Report 2021-22


Sanghi Industries Limited

Note - 52 – Standards Issued but not effective:


On March 23, 2022, the Ministry of Corporate Affairs (MCA) has notified Companies (Indian Accounting
Standards) Amendment Rules, 2022. This notification has resulted into amendments in the following existing
accounting standards which are applicable to company from April 1, 2022.
i. Ind AS 101 – First time adoption of Ind AS
ii. Ind AS 103 – Business Combination
iii. Ind AS 109 – Financial Instrument
iv. Ind AS 16 – Property, Plant and Equipment
v. Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets
vi. Ind AS 41 – Agriculture
Application of above standards are not expected to have any significant impact on the company’s
financial statements.
Note - 53 – Corresponding figures of previous year have been regrouped / rearranged wherever necessary.

As per report of even date For and on behalf of the Board of Directors
Ravi Sanghi - Chairman and Managing Director
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Aditya Sanghi - Executive Director
Chartered Accountants Chartered Accountants Alok Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Bina Engineer - Executive Director & CFO
N.B. Gohil - Executive Director
Vitesh D. Gandhi Rohit Mehta Sadashiv Sawrikar - Independent Director
Partner Partner D.K. Kambale - Independent Director
M. No. 110248 M. No. 091382 D.B.N. Rao - Independent Director
Place : Mumbai Place : New Delhi S. Balasubramanian - Independent Director
Arvind Agarwal - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 24th May, 2022 Anil Agrawal - Company Secretary

35th Annual Report 2021-22 122

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