Sanghi 22
Sanghi 22
SFINGHI
                                                                                           Turning Dreams into Concrete Reality
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,
Thanking you,
Yours faithfully,
For Sanghi Industries Ltd
=       — G
anit Akawsl
Company Secretary
Encl: As above
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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.”
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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.
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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:
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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
                                                      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.
    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
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)
                                                     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)
                                                     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.
                                                      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.”
                      Contents
                        Particulars                                                           Page No.
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
Email     : companysecretary@sanghicement.com
Website : www.sanghicement.com
CIN       : L18209TG1985PLC005581
                                         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)
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
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.
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.
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
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.
    •         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.
(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
 (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.
•     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
                                                                                            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.
    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.
      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:
          •       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".
                  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.
            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.
          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.
           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
     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.
    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.
     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.
      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
    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:
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.
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.
                                                                                                   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.
•    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
                                                                                                 Annexure III
                                                Form No. MR-3
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
            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.
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.
                                                                                             ANNEXURE - A
To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581
Sanghi Nagar, P.O.Hayatnagar,
Tq. RangaReddy, Dist. Hyderabad,
Telangana – 501511.
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;
(ii)    The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary
        in the financial year;
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
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.
                                                                                          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.
                                  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.
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
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.
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.
Annexure-VI
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
       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?
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)
 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.
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?
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.
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?
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.
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.
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)
 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.
Principle 9: Business should engage             with    and   provide   value   to    their   customers   and
consumers in a responsible manner
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.
 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
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.
•     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;
     (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
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)
(Rs. in Crores)
           *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:
              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.
            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
           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
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.
For Chaturvedi & Shah LLP,                                        For S.K Mehta & Co,
Chartered Accountants                                             Chartered Accountants
Firm’s Registration No: 101720W/W100355                           Firm’s Registration No: 000478N
 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
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
    STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2022
                                                                                                      (J in Crores)
                                                                                         31.3.2022      31.3.2021
STATEMENT OF CHANGES IN EQUITY (SOCIE) FOR THE YEAR ENDING 31 MARCH 2022
                                                                                                               (INR in Crores)
 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
           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:
           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.
    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.
         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
                                                                                                                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                   -
                                    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
 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
                                                                                         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
                                                                                                      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
 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.
                                                                                                 INR in crores
Note - 11 - Share Capital:     (Contd.....)
C.   For the period of preceeding five years as on the Balance Sheet date:
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
                                                                                                  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.
                                                                                                       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
                                                                                                      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.
                                                                                                      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
                                                                                              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
                                                                                                       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.
                                                                                                    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
                                                                                                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
 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
                                                                       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
                                                                                              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
                                                                                                       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
The following significant exchange rates have been applied during the year.
          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.
                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
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)
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
                                                                                                 INR in crores
                                        Particulars                                      31 Mar 21
                                                                                     Increase      Decrease
                                                                                      Gratuity      Gratuity
        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.
 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.
(iv) The following are the amounts disclosed in the cash flow statement:
                                              Particulars                       As at 31       As at 31
                                                                               March 2022     March 2021
  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
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.
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:
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.
                                   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)
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