+ All Categories
Home > Documents > SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published...

SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published...

Date post: 04-May-2018
Category:
Upload: danghanh
View: 222 times
Download: 2 times
Share this document with a friend
46
rd 23 ANNUAL REPORT 2009-10 SANGHI INDUSTRIES LIMITED
Transcript
Page 1: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

Sanghi Industries LimitedRegistered Office : Sanghi Nagar - 501 511, R. R. District, Andhra Pradesh, INDIA.

Tel. : +91 8415 242 216 - 25 • E-mail : [email protected] • Website : www.sanghicement.comrd23 ANNUAL REPORT 2009-10

SANGHI INDUSTRIES LIMITED

WP

PL -

40317777

ww

w.w

est

ern

pre

ss.in

Page 2: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 4

ContentsParticulars Page No.

Introductory Profile 1 - 4

Board of Directors 5

Directors’ Report 6

Management Discussion and Analysis 11

Report on Corporate Governance 14

Auditors’ Report 23

Annual Accounts 26

Cash Flow Statement 28

Schedules to Accounts 30

Notes to Accounts 35

Balance Sheet Abstract 43

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

Values (Five Cs)l Care for all stakeholders

l Continuous learning and growth

l Commitment to excellence

l Corporate Governance based on Trust and Integrity

l Concern for society

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

Page 3: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked
Page 4: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked
Page 5: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked
Page 6: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-105

Sanghi Industries Limited

Board of DirectorsShri S.C. Kuchhal Chairman

Shri Ravi Sanghi Managing Director

Shri Anand Prakash Sanghi Director

Shri Sudhir Sanghi Director

Shri Gireesh Kumar Sanghi Director

Shri Sadashiv Sawrikar Director

Shri T. M. Jagan Mohan Director

Shri R. K. Pandey Director

Shri V. Jayananthan Nominee - IDBI

Shri Aditya Sanghi Wholetime Director

Shri Alok Sanghi Wholetime Director

Smt. Bina Engineer Wholetime Director

Company Secretary Shri Kairav Trivedi

Joint Statutory AuditorsM/s. Ankit & Company M/s. Haribhakti & Co. Chartered Accountants Chartered Accountants

Registered Office Cement WorksSanghinagar P.O. Village Motiber, Hayatnagar Mandal, R R District, Taluka Abdasa, Kutch District, Andhra Pradesh - 501 511 Sanghipuram - 370 511, Gujarat Tel Nos. 08415 - 242217-21 Tel Nos. 02831 - 274131/32/35/36 Fax Nos. 08415 - 242239/41 Fax Nos. 02831 - 274106/15/23

Corporate Office Mumbai OfficePresident House, 1st Floor, 110, B Wing, Krishna Commercial Centre, Opp. C.N. Vidyalaya, 6, Udyog Nagar, Near Kamath Club, Ambawadi Circle, S.V. Road, Goregaon (West), Mumbai - 400 062 Ahmedabad - 380 006 Tel Nos. 022 - 2871 3120/21 Tel Nos. 079 - 2656 4535 / 9939 Fax Nos. 022 - 2871 3126 Fax Nos. 079 - 2656 0408

Email: [email protected] Website: www.sanghicement.com

Page 7: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 6

DIRECTORS’ REPORT

To

The Members of Sanghi Industries Limited

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

Financial Results (` Crore)2009-2010 2008-2009

Net Income 674.51 828.02Profit before Interest, Depreciation and Taxes 182.96 220.15Financial Charges 83.40 77.12Operating Profit 99.56 143.04Depreciation and Amortisation 81.28 80.48Profit/(Loss) before Tax 18.28 62.56Less Provision for Tax

Current Income tax Fringe benefit taxDeferred Tax (net)MAT Credit Entitlement

3.11 -

(39.66) (34.20)

7.09 0.31 2.62

-Profit after Tax 89.03 52.54Profit carried to Balance Sheet 471.93 382.90

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

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

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

B. Dividend

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

C. Board of Directors

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

D. Particulars of Employees

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

Page 8: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-107

Sanghi Industries Limited

E. Foreign Exchange Earnings and Outgo

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

F. Social Responsibilities

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

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

1. Providing drinking water to nearby 83 villages.

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

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

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

G. Environment and Pollution Control

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

Designing processes which minimize the environmental impact.

Adoption of cleaner technologies.

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

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

Continually increasing the green cover.

Conservation of bio-diversity and natural environment.

Adopting sound Emergency Preparedness and resources programme.

Encouraging the recycling of inevitable waste.

Surface mining at our captive mines reducing the environmental impact

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

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

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

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

Page 9: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 8

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

Noise, Vibration, and Aesthetic Beauty for Limestone Mines.

Overall Best Performance for all Captive Mines.

Best Safety Practices in Mines.

H. Conservation of Energy

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

Energy Conservation Measures:

Already Implemented:-

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

Installation of VFD in all Cooler Fans.

Replacement of HPSV Lamps with Energy Efficient Metal Halide Lamps

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

Pyro process optimization

Cement mill optimization

Voltage optimization

Installed water spray system in ILC top stage cyclones.

Star Delta Star starting arrangement done in less running KW LT motors.

Under Implementation:-

Modification of Raw mill cyclone.

Installations of water spray system in SLC top stage cyclones.

Installation of VFD drives in process ID fans.

Power generation through waste heat recovery system.

Use of alternate fuel in pyro process.

I. Technology Absorption, Adaptation and Innovation

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

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

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

Page 10: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-109

Sanghi Industries Limited

J. Auditors

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

K. Corporate Governance

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

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

L. Directors’ Responsibility Statement

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

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

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

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

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

M. Industrial Relations

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

N. Acknowledgements

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

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

For and on behalf of the Board of Directors

S C KUCHHAL Chairman

Place : New Delhi

Date : 13th August, 2010

Page 11: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 10

Annexure – I

Disclosure under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

Form – A (See Rule 2)

(A) Conservation of Energy and Technology Absorption – Refer Directors’ Report

(B) Power and Fuel Consumption

ParticularYear ended

31st March, 2010Year ended

31st March, 20091. Electricity (a) Purchased Unit (Kwh in lacs) - -

Total amount (` Crore) - -

Rate/unit (`) - -

(b) Own Generation (i) Through Diesel Generators Unit (Kwh in lacs) 1552.16 2243.52 Unit per Ltr. of Furnace Oil / L.D.O./ S.K.O / Diesel 4.35 4.16

Cost/unit (`) 6.52 6.29

(ii) Through Steam turbine/generation Unit (Kwh in lacs) 556.83 - Unit per Kg. of Fuel 1.01 -

Cost/unit (`) 3.37 -

2. Coal (a) Lignite/Coal used as a fuel in Kiln and Calciner Quantity (in lac MT) 3.60 4.67

Total cost (` Crore) 118.14 142.96

Average rate per MT (`) 3281 3060

(b) Coal used in Steam Turbine/Generator Quantity (in lac MT) 0.56 -

Total cost (` Crore) 15.17 -

Average rate per MT (`) 2689 -

(C) Consumption per Unit of Production

Standard (if any)

Year ended 31st March, 2010

Year ended 31st March, 2009

Product: Cement BIS 53 GradeUnit: MT 1,828,175 2,226,130Electricity (Kwh/MT of Cement) 100.38 94.20Coal (kilo calories per kg) 762 740

Page 12: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1011

Sanghi Industries Limited

MANAGEMENT DISCUSSION AND ANALYSIS

The Management presents the analysis of your Company’s operations and financial performance during the financial year ended on 31st March 2010 and its outlook for the future. This outlook is based on current business environment and information on the related industries and Indian economic scenario and may vary due to future economic and other developments, both in India and abroad.

Indian Economic Scenario

The advance estimates for 2009-10 indicate a GDP growth of 7.2% It is expected that the economy will further improve GDP rate to 8.4 % in FY11. The Union Budget for 2010-11 has given the boost to infrastructure development with a total allocation of ̀ 1.73 lac crore accounting for 46% of total plan allocation. The boost for infrastructure spending given by the State as well as the Central Governments would be the driving factor for demand for cement in India. The current monsoon is also progressing satisfactorily and it is also expected to improve the purchasing power and resultant housing demand in rural India.

Cement Industry

Consumption

According to the CMA data, overall cement consumption in India grew by 13% in FY-10 over FY-09. The state of Gujarat recorded an increase in cement consumption by 20% in the same period.

Production

The country recorded an increase in production of cement by 12% in FY-10 over FY-09 while Gujarat state had increased cement production by 13% over previous year.

Capacity

After an addition of 25 m tonne in the year, the production capacity of Indian cement industry was around 256 mn tonne as on 31st March, 2010.

Company Review

I. Captive Thermal Power Plant

The Company has commenced generation from its 60 MW captive thermal power plant in December, 2009. The thermal power plant is designed to use coal / lignite or a mixture of both as fuel for its operations. At current coal prices, the thermal power plant is expected to give a significant saving in the cost of power.

II. Recognition

According to CRISIL research in November, 2009, your Company has been ranked at 1st position for operational efficiency in the category of mid-size players and 2nd on overall all-India basis.

III. Performance

A. Production and Sales

Your Company has manufactured 1.83 million tonnes of cement in the current year as compared to 2.23 million tonnes cement in last year. The production of clinker and cement had been constrained due to inconsistent and insufficient power supply from the DG sets. The Company has sold 1.49 million tonnes of cement in domestic market and 0.73 million tonnes of cement in export markets. It has also sold surplus clinker of about 0.01 million tonnes. On the whole, the Company has registered sales of `666 crore net of excise, compared to `806 crore in the previous year. The fall in sales is attributed to 14 % decrease in dispatches and 5 % lower sales price.

Page 13: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 12

B. Costs

l During the year, the royalty rates in limestone and other raw materials have been increased by 40% to 100%, impacting the raw material cost per tonne.

l The electricity generated from DG sets, which run on Furnace Oil is an expensive source. Consequent to some breakdown of DG Sets, the availability of power was also inconsistent, resulting in inefficiency in process and higher power and fuel cost per tonne.

l The average freight cost for selling cement has reduced by around 14% due to higher sales in short distance markets.

C. Profits and Margins

As a net result of above, your Company has achieved a PBDIT of `183 crore in FY-10 against `220 crore in FY-09. The fall in sales price was off set by the reduction in power and fuel cost and reduction in sales and distribution cost. Therefore, the Company is able to maintain its PBDIT margin at about 27% in FY-10 as that of FY-09. There has not been any significant change in interest and depreciation. While the profit made in first six months was wiped off by loss incurred in December quarter, the year has ended with profit before tax of around `18 crore.

The Company has accounted for Deferred Tax Asset of `39.66 crore in FY-10 and accumulated MAT tax credit entitlement of `34.20 crore for the past years available to it under Minimum Alternative Tax provisions under Income Tax Act.

The Company’s net profit after tax was `89 crore in FY-10 against `53 crore in FY-09.

Internal Control systems

The management maintains adequate internal control systems to support its business operations and statutory compliances. To further strengthen this, the Company has adapted a fully integrated ERP tool using world’s leading software technology provided by “ SAP”. In addition, the continuous Internal Audit also aims at testing the operational effectiveness of the internal control system and thereby facilitates an objective assurance to the Board and Audit Committee regarding the adequacy and effectiveness of the system. This helps in discharging the obligations as required by the clause 49 of the Listing Agreement.

5 star International Accreditations

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

1. ISO 9000 (Quality Management System)

2. ISO 14001 (Environment Management System)

3. ISO 18001 (Health and Safety Management Standard)

4. SA 8000 (Social Accountability System Certificate)

5. ISO/ IEC 17025 (Quality Control Testing Laboratory, Chemical and Mechanical Testing)

Recognitions for best practices

The Directorate General of Mines Safety and Indian Bureau Of Mines, Udaipur region have awarded the following recognitions and awards to your Company:

Noise, Vibration control and Aesthetic beauty I prizeMaintenance of HEMM and Electrical Installation I prizeHealth, First Aid and Vocational training centre II prizeOpencast working and general safety (Mine working) II prizeAir Dust suppression III prize

Beside this, our officers were awarded many awards for their best awareness and practices in the field of mining.

Page 14: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1013

Sanghi Industries Limited

Human Resources

The Company is an equal opportunity employer and lays special emphasis on welfare of its employees. It provides them with the best facilities and strives to engage and retain talented workforce at all levels. It encourages continuous learning and provides a conducive environment for personal and professional growth, thereby leading to the growth of the Company.

Future Outlook

Considering the infrastructure spending planned by the Central and State Governments of India, your Company expects the demand for cement, to absorb the additional production by the cement industry.

The commissioning of the 60 MW captive thermal power plant by your Company will help it to reduce its power cost in future.

Risk and Concerns

Your Company uses imported coal as fuel in the production process as well as for generation of power. Therefore, it is exposed to the volatility in the coal prices.

Due to seasonal and cyclical nature of the cement industry, variation in cement prices cannot be ruled out.

Any adverse variation in prices of other inputs, changes in tax structures, may not be possible to be passed on to the customer fully.

Cautionary Statement

Statements forming part of the Management Discussion and Analysis covered in this report may be forward looking. The actual results may differ from the expectations expressed above. The various external and internal factors, not currently anticipated, may influence the performance of the Company.

Page 15: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 14

REPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement entered into with various Stock Exchanges,

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:

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.

Composition and category of Directors as on 31st March, 2010

The Board of Directors consists of professionals drawn from diverse fields and majority of the Directors including the Chairman are Non-Executive Directors. The day to day management of the Company is conducted by the Managing Director, subject to the supervision and control of the Board of Directors. The Chairman of the Company’s Board of Directors is a Non-Executive Chairman and not related to the promoters and senior management of the company.

Category No. of DirectorsExecutive 4Non – Executive Promoter Group 3Nominees of Banks / Institutions 1Other Non Executive Independent Directors 3TOTAL 11

The Constitution of the Board is:

S.No. Name of the Director Executive / Non Executive / Independent 1. Shri S. C. Kuchhal Independent Non-Executive Chairman2. Shri Ravi Sanghi Executive, Promoter – Managing Director3. Shri Anand Prakash Sanghi Non- Executive, Promoter4. Shri Sudhir Sanghi Non- Executive, Promoter5. Shri Gireesh Sanghi Non- Executive, Promoter6. Shri Sadashiv Sawrikar Independent Non- Executive7. Shri B. Satyanarayana Murthy# Independent Non- Executive8. Shri T. M. Jagan Mohan Independent Non- Executive9. Shri V. Jayananthan Independent Non-Executive (IDBI Nominee)10. Shri Aditya Sanghi Executive, Promoter11. Shri Alok Sanghi Executive, Promoter12. Smt. Bina Engineer Executive

# Resigned as Director with effect from 27th October, 2009.

Page 16: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1015

Sanghi Industries Limited

Details of Board Meetings held during the period from 01.04.2009 to 31.03.2010:

1. 24.06.2009

2. 31.07.2009

3. 31.10.2009

4. 28.01.2010

Attendance of each Director at the Board Meetings and the last AGM

Name of the DirectorNo. of Board Meetings held

No. of Board Meetings attended

Last AGM Attendance

Shri S. C. Kuchhal 4 4 YESShri Ravi Sanghi 4 4 YESShri Anand Prakash Sanghi 4 4 NOShri Sudhir Sanghi 4 4 NOShri Gireesh Sanghi 4 4 YESShri Sadashiv Sawrikar 4 4 YESShri B. Satyanarayana Murthy# 2 1 NOShri T. M. Jagan Mohan 4 4 YESShri V. Jayananthan 4 4 YESShri Aditya Sanghi 4 4 YESShri Alok Sanghi 4 3 YESSmt. Bina Engineer 4 3 YES

# Resigned as Director with effect from 27th October, 2009.

Details of the other directorships and memberships of committee

Name of the DirectorNo. of outside Directorships

heldNo. of other Board Committee he is a member / Chairperson

Shri S. C. Kuchhal 4 4Shri Ravi Sanghi 6 -Shri Anand Prakash Sanghi 3 3Shri Sudhir Sanghi 3 3Shri Gireesh Sanghi 2 -Shri Sadashiv Sawrikar 2 1Shri B. Satyanarayana Murthy# - -Shri T. M. Jagan Mohan 1 -Shri V. Jayananthan - -Shri Aditya Sanghi 5 -Shri Alok Sanghi 5 -Smt. Bina Engineer - -

# Resigned as Director with effect from 27th October, 2009.

Notes:

a. The other directorship details exclude directorships in Indian Private Limited Companies and Foreign Companies.

b. The Committee Membership details are in respect of Audit Committee and Shareholders Grievance Committee.

Page 17: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 16

None of the Non-Executive Directors have any pecuniary interest in or transaction with the Company, except receiving sitting fee of `2,000 (Rupees Two Thousand only) from the Company for attending Board / Audit Committee Meetings. In addition to the above, the Company pays incidental expenses of `3,000 to the Directors for attending the said meetings apart from meeting the travel and boarding charges for outside Directors.

During the Financial Year 2009 – 2010, the Company issued cheques/paid the following amount towards sitting fees and incidentals to the Directors for attending the Board / Audit Committee Meetings:

Name of Director Amount ` Name of Director Amount `Shri Sudhir Sanghi 20,000 Shri S. C. Kuchhal 40,000Shri Anand Prakash Sanghi 20,000 Shri Sadashiv Sawrikar 40,000Shri T. M. Jagan Mohan 40,000 Shri B. Satyanarayana Murthy 5,000Shri Gireesh Sanghi 20,000

3. Audit Committee

The Company has set up an Audit Committee of the Board consisting of Shri S. Kuchhal, Shri S. Sawrikar and Shri T. Mohan. The Managing Director is the permanent invitee to the Audit Committee Meetings. The Company Secretary is the Secretary of the Committee and the Statutory Auditors attend as invitees to the Audit Committee Meetings.

Details of Audit Committee Meetings held during the financial year 2009 – 2010:

Sl. No. Date Committee Strength No. of Members present1. 24.06.2009 3 32. 31.07.2009 3 33. 31.10.2009 3 34. 28.01.2010 3 3

The Company pays sitting fees of `2,000/- (Rupees Two Thousand only) to the members of the Audit Committee for attending the meetings. The incidental expenses of `3,000/- has been paid to the Directors.

The Audit Committee of the Board is responsible for overseeing of the Company’s financial reporting process and the disclosures of its financial information to ensure that the financial statement is correct, adequate and credible, and reviewing with management the annual financial statements before submission to the Board. The Committee periodically reviews with the management, external and internal auditors, the adequacy of internal control system.

The Committee periodically interacts with the internal auditors to review the manner in which they are performing their responsibilities. The Committee holds discussion with external auditors before the audit commences on the nature and scope of audit and after the audit ascertains any area of concern.

The Committee reviews the financial and risk management policies of the Company. The Committee has full access to financial data and to the Company’s staff. The Committee also reviews the quarterly (un-audited) and annual financial statements before they are submitted to the Board.

4. Finance Committee

The Company has set up a Finance Committee of the Board consisting of Shri S. Sawrikar, Shri A. Sanghi and Shri R. Sanghi. The Finance Committee of the Board has powers and authorities to:

a. Convey acceptance of Sanction Letters, to approve the execution of Letters of Acknowledgement of Debts, Revival Letters, Balance Confirmation Letters that may be received from various Banks and Financial Institutions.

b. Approve the exercise of guarantees as may be required by Banks, Financial Institutions, Central Excise, Customs and Sales Tax authorities etc., on any matter pertaining to the working affairs of the Company.

c. Approach various lenders and creditors with proposals to settle the outstanding dues etc., and to approve the execution of One Time Settlement agreements with the consenting creditors etc.

Page 18: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1017

Sanghi Industries Limited

d. Review the adequacy of banking arrangements and cash management and to review and approve short term and long term investment transactions, including execution of the sanction letters, loan documents, security documents such as mortgage, hypothecation deeds etc and such other related matters with respect to obtaining new loans/facilities or change in the terms and condition of existing loans within the overall limits of the board powers.

e. Make recommendations to the Board relating to the capital structure and issuance of securities etc.

The Company does not pay any sitting fees to the Directors for attending the Finance Committee meetings.

5. Remuneration Committee

The Company has set up a Remuneration Committee of the Directors consisting of Shri S. Kuchhal, Shri S. Sawrikar and Shri T. Mohan. The terms of reference of the Remuneration Committee inter alia consists of reviewing the overall compensation policy, service agreements and other employment conditions of the Managing / Whole Time Directors and their Relatives (to an office or place of profit as defined in Section 314 of the Companies Act, 1956) with a view to motivate and retain the best managerial talents. In determining the remuneration package, it evaluates the remuneration paid by comparable organizations and thereafter makes its recommendations to the Board in this regard.

The Company does not pay any sitting fees to the Directors for attending the Remuneration Committee meetings.

6. Investor Service Committee:

The Company has set up an Investor Services Committee of the Directors consisting of Shri T. Mohan, Shri S. Sawrikar, Shri R. Sanghi. The Investor Services Committee addresses the grievances of the investors and:

(i) oversees redressal of shareholder and investor complaints;

(ii) approves transfer and transmission of shares;

(iii) authorizes issue of duplicate share certificates; and

The Company does not pay any sitting fees to the Directors for attending the Remuneration Committee meetings.

7. Remuneration Policy:

Subject to the approval of the Board and of the Company in General Meeting and such other approvals as may be required, the Managing Director / Whole Time Director are paid remuneration as per the agreements entered into between them and the Company. The remuneration structure of the Managing Director / Whole Time Director comprises of salary, perquisites and allowances, contributions to Provident Fund, Super Annuation Fund, Gratuity etc.

The main features of the agreements executed by the Company with the Managing / Whole Time Directors are as under:

Particulars Shri Ravi Sanghi, Managing DirectorPeriod of Appointment or Reappointment

Five years w. e. f. 01.10.2005

Salary Grade `5,00,000 per month plus 1% commission on net profitPerquisites As per rules of the CompanyMinimum Remuneration Where in any financial year, the Company has no profits or its profits are inadequate, the

Company will pay remuneration by way of salary and perquisites as per schedule XIII of the Companies Act.

Page 19: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 18

The Details of salary and perquisites (including contribution to provident fund/superannuation fund) debited to Profit and loss account during the Financial year 2009-10 for Managing Director is ` Nil, since the Managing Director has waived his remuneration for the financial year 2009-10 and for Wholetime Directors of the Company is as follows.

(` crores)Name Shri Ravi Sanghi.

Managing DirectorOther

Wholetime DirectorsSalary NIL 1.87Perquisites NIL NILCommission NIL NILContribution to PF/ Superannuation fund NIL NIL

The Company has not formulated any scheme for giving stock options to its employees. Hence, no stock options have been granted to the Managing Director and Whole Time Directors for the period 2009–2010.

8. Subsidiary Companies

The Company does not have any subsidiaries.

9. Particulars for investors

Name and Designation of Compliance Officer:

Sri Kairav Anil Trivedi - Company Secretary

The Company has entered into agreements with both depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to participate in the Depository System of share registration. The Company had appointed M/s. CIL Securities Limited having their office at 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad – 500 001 as the Registrars for Share Transfers and the Dematerialization of Shares.

The Company has attended to all complaints / queries of investors within a period of 7 – 14 days from the date of receipt. Regarding requests for dematerialization of shares, the Company had followed the specified time schedule as stipulated in this regard and as on 31st March, 2010, no investor complaints were 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.

10. General Body Meetings

Location and time of the General Meetings held in last three years.

Year Type of Meeting Date Venue Time2007 AGM 06.09.2007 Registered Office 10.30 a.m.2008 AGM 27.09.2008 Registered Office 10.30 a.m.2009 AGM 29.09.2009 Registered Office 10.30 a.m.

No special resolution requiring a postal ballot was placed before the last Annual General Meeting. Similarly, no special resolution requiring a postal ballot is being proposed at the ensuing Annual General Meeting.

11. CEO/CFO Certification

As required by clause 49(v) of the Listing Agreement, the CEO/CFO certificate signed by Managing Director, Mr. Ravi Sanghi and Whole-time Director (finance), Mrs. Bina Engineer was placed before the Board of Directors at their meeting held on 13th August, 2010.

12. Disclosures

• Disclosuresonmateriallysignificantrelatedpartytransactionsi.e.,transactionsofthecompanyofmaterialnature,with its promoters, the directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of the company at large.

There is no transaction of this nature.

Page 20: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1019

Sanghi Industries Limited

13. Means of Communication

1. Half-yearly reports sent to each household of shareholders

No.

2. Quarterly results: Which newspapers normally published in; any website where displayed. Whether it also displays official news releases; and the presentations made to institutional investors or to the analysts.

The quarterly results are published in an English Newspaper viz., Times of India / Financial Express and / or in a vernacular newspaper viz., Vaarta from time to time. The quarterly results are posted on the Company’s website.

3. Whether the Management Discussion and Analysis section is a part of the Annual Report or not.

Yes, it forms part of the Report of the Directors

14. Compliance

Auditors’ Certificate is annexed to the Report of the Directors. The certificate will also be sent to the Stock Exchanges along with the Annual Report that will be filed by the Company.

15. General Shareholder Information

1. Date, Time and Venue of the Annual General Meeting

As per notice attached

2. Dates of Book Closure

As per notice attached

3. Listing of Shares at

The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

The National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

4. Stock Code

The Bombay Stock Exchange Limited 526521

National Stock Exchange of India Limited SANGHIIND

ISIN Number for NSDL and CDSL for Dematerialization INE 999 B 01013

5. Monthly High and Low Quotation of Shares traded on The Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE)

`

Sl. No. MonthBSE NSE

High Low High Low1 April, 2009 27.45 20.50 27.50 20.502 May, 2009 35.40 22.00 36.50 20.303 June, 2009 40.95 23.35 40.00 25.204 July, 2009 35.00 23.00 34.40 22.005 August, 2009 33.00 22.95 29.70 23.156 September, 2009 35.60 28.70 37.00 28.50

Page 21: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 20

Sl. No. MonthBSE NSE

High Low High Low7 October, 2009 34.00 27.50 34.70 26.008 November, 2009 35.00 27.10 34.50 27.009 December, 2009 37.65 27.10 36.40 28.4010 January, 2010 35.90 27.80 35.85 27.8011 February, 2010 31.70 27.55 31.70 27.8012 March, 2010 31.00 22.50 33.00 22.80

6. Registrars and Share Transfer Agents:

The Company has appointed M/s. CIL Securities Limited having its office at 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad as its Share Transfer Agent and for Dematerialisation of Shares.

7. Share Transfer System:

The Share Transfer Agents completes the process of transfer requests for which the average time taken for processing of share transfers is approximately 15 days from the date of receipt of request.

8. Shareholding:

i. Distribution of Equity Shareholding as on 31st March, 2010

Slab No. of Shareholders No. of Shares(No. of Shares) Total % Total % of Share Capital

1 – 500 11537 85.71 2410696 1.10501 – 1000 911 6.77 723545 0.33

1001 – 2000 356 2.64 550438 0.25

2001 – 3000 145 1.08 376220 0.173001 – 4000 83 0.62 296128 0.134001 – 5000 76 0.56 360634 0.16

5001 – 10000 125 0.93 918683 0.4210001 – and above 227 1.69 214342656 97.44

Total 13460 100.00% 219979000 100.00%

ii. Distribution of Equity Shareholding according to categories of shareholders as on 31st March, 2010

Categories No. of Shares Amount in ` % to TotalPromoters, Directors & Companies 11,22,01,250 1,12,20,12,500 51.01PUBLIC:-a) Foreign Institutional Investors 51,34,801 5,13,48,010 2.33b) Foreign Financial Institutions 4,40,12,675 44,01,26,750 20.01c) Non-resident Indians / OCBs 15,72,953 1,57,29,530 0.72d) Others 5,70,57,321 57,05,73,210 25.93TOTAL 21,99,79,000 2,19,97,90,000 100.00

9. Dematerialization of Shares and liquidity

With effect from 25th June, 2001, trading in the company’s shares was made compulsory in the dematerialized form. The Company’s shares are available for trading in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Page 22: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1021

Sanghi Industries Limited

As on 31st March, 2010, 92.99% of the Equity Share Capital, representing 20,45,66,216 shares were held in depository mode.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company’s Share is INE 999 B01013.

10. Plant Location:

Sanghipuram, P. O.Motiber, Taluka Abdasa, Kutch District, Gujarat – 370655 Tel Nos. (02831) 274131/32/35/36, Fax Nos. (02831) 274106/15/23 E-mail: [email protected] Website: www.sanghicement.com

11. Address for Correspondence:

Secretarial Department, Sanghi Industries Limited, Sanghinagar, R. R. District, Andhra Pradesh – 501511 Telephone Nos.: 08415 – 242240 Fax: 08415 – 242239

Registrars and Share Transfer Agents:

M/s. CIL Securities Limited, 214, Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad – 500001 Telephone Nos. 040 – 55661267 or 55661276, Fax No. 040 – 55661267 Email: [email protected]

12. Investor Relations:

All the queries received from shareholders during the financial year 2009 – 2010 have been responded to. The queries are generally replied to within a week of their receipt by the Company.

13. Shareholder’s References

Depository Services

For guidance on depository services, Shareholders may write to the Company’s Secretarial Department or to the respective depositories:

National Securities Depository Limited Trade World, 5th Floor, Kamala Mill Compound,Senapati Bapat Marg, Lower Parel, Mumbai – 400013 Telephone: 0091 – 022 – 24972964 to 70 Facsimile : 0091 – 022 – 24972963 / 24976351 Email : [email protected] Website : www.nsdl.co.in

Central Depository Services of (India) Limited Phiroze Jeejeebhoy Towers, 16th Floor, Dalal Street, Mumbai – 400023Telephone: 0091 – 022 – 22723333 Facsimile : 0091 – 022 – 22723199 / 22722072 Email: [email protected] Website: www.centraldepository.com

14. Nomination Facility

Shareholders holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 109A of the Companies Act, 1956, are requested to submit their request to the Company’s Share section at its registered office in the prescribed Form 2B for this purpose, which can be obtained by writing to the Company Secretary at its registered office address.

Page 23: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 22

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of (Sanghi Industries Limited)

We have examined the compliance of conditions of Corporate Governance by Sanghi Industries Limited for the year ended on 31st March,2010 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

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 Company.

For Ankit & Co. For Haribhakti & Co.Chartered Accountants Chartered Accountants FRN No.000181S FRN No.103523W

S . Brij Kumar Chetan Desai Partner Partner Membership No. 19357 Membership No.17000

Place: New Delhi

Date: 13th August, 2010

Page 24: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1023

Sanghi Industries Limited

AUDITORS’ REPORT

To

The Members of Sanghi Industries Limited

1. We have audited the attached Balance Sheet of Sanghi Industries Limited (‘the Company’) as at March 31, 2010 and also the Profit and Loss Account and the Cashflow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the paragraph 3 above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. 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

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

For Ankit & Co. For Haribhakti & Co.Chartered Accountants Chartered Accountants FRN No. 000181S FRN No.103523W

S . Brij Kumar Chetan Desai Partner Partner Membership No. 19357 Membership No.17000

Place: New DelhiDate: 13th August, 2010

Page 25: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 24

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed to us, the assets have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification as compared with books of accounts.

c) According to the information and explanations given to us, the Company has not disposed off any substantial part of fixed assets during the year.

2) a) According to the information and explanations given to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) According to the information and explanations given to us the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) According to the information and explanations given to us, the Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

5) There are no Contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered in the register maintained under this section. Accordingly, clause (v) (b) of paragraph 4 of the Order is not applicable to the Company.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public. Therefore, the provisions of the Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) We have broadly reviewed the books of account relating to the material, labour and other item of cost maintained by the Company pursuance to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Wealth Tax, Excise Duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities. No undisputed amounts payable were outstanding as on 31st March, 2010 for a period more than six months from the date they became payable.

Page 26: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1025

Sanghi Industries Limited

b) According to the information and explanations given to us, there have been no dues of Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Cess and Sales tax, that have not been deposited on account of any dispute, except as under:

(` Crore)Name of the statute Name of dues Amount Period to

which the amount relates

Forum where dispute is pending

Central Excise Act,1944 Excise Demand 47.22 Various years Custom, Excise & Service tax Appellate Tribunal Ahmedabad & Delhi

Service Tax Act,1994 Service Tax Demand

9.28 Various years Custom, Excise & Service tax Appellate Tribunal Ahmedabad

Electricity Act,1958 Duty on generation from DG Set

3.30 Various years Gujarat High Court

Bombay Land Revenue Code 1879

Land Revenue on Leasehold Land

1.17 Various years Gujarat High Court

10) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank.

12) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

13) To the best of our knowledge and belief and according to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

14) Based on audit procedures performed and information and explanations given by the management, we report that no material fraud on or by the Company has been noticed or reported during the course of our audit.

15) The clauses iii(b),(c),(d),(f),(g) (xii),(xiii),(xiv),(xv),(xviii),(xix) and (xx) of paragraph 4 and 5 of the Order are not applicable to the Company and hence not reported upon.

For Ankit & Co. For Haribhakti & Co. Chartered Accountants Chartered Accountants FRN No. 000181S FRN No.103523W

S. Brij Kumar Chetan Desai Partner Partner Membership No. 19357 Membership No.17000

Place: New Delhi

Date: 13th August, 2010

Page 27: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 26

BALANCE SHEET AS ON 31st MARCH, 2010

` CroreSchedule 31-03-2010 31-03-2009

SOURCES OF FUNDSShareholders' Funds

Share Capital 1 304.82 304.82 Reserves and Surplus 2 521.75 826.57 432.72 737.54

Secured Loans 3 939.69 979.77 Deferred Tax Liability (Net) - 8.77

1,766.26 1,726.08

APPLICATION OF FUNDSFixed Assets 4

Gross Block 1,579.17 1,572.84Less: Depreciation 435.81 355.77 Net Block 1,143.36 1,217.07Capital Work-in-Progress 468.28 373.68

Deferred Tax Asset (Net) 30.89 - Current Assets, Loans and Advances 5 324.01 289.04 Less : Current Liabilities and Provisions 6 205.68 160.12 Net Current Assets 118.33 128.92 Miscellaneous Expenditure (to the extent not written off or adjusted)

7 5.40 6.41

1,766.26 1,726.08

Notes to Accounts 15

As per our Report of even dateFor ANKIT & CO., Chartered Accountants

For HARIBHAKTI & CO., Chartered Accountants

For and on behalf of the Board of Directors

(S. Brij Kumar) PartnerM. No. 19357

(Chetan Desai) Partner M. No. 17000

S. C. Kuchhal, ChairmanRavi Sanghi, Managing Director

Other Directors

Anand Prakash Sanghi Sudhir Sanghi Gireesh SanghiAditya Sanghi Alok Sanghi S.SawrikarT.M.Jagan Mohan R.K. Pandey Bina EngineerV. Jayananthan

Place : New Delhi Date : 13th August, 2010

Kairav Trivedi (Company Secretary)

Page 28: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1027

Sanghi Industries Limited

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2010` Crore

Schedule 31-03-2010 31-03-2009INCOMESales (Gross) 8 709.01 867.93 Less : Excise Duty 43.43 61.58 Net Sales 665.58 806.35 Other Income 9 8.93 21.67

A 674.51 828.02 EXPENDITUREManufacturing Expenses 10 291.23 339.41 (Increase) / Decrease in Stock 11 (13.58) 15.62 Salaries, Wages and Employee Benefits 12 21.65 21.41 Administrative, Selling and Other Expenses 13 192.25 231.42

B 491.55 607.86 Profit before Depreciation, Finance Charges and Tax (A-B) 182.96 220.16 Financial Charges 14 83.40 77.12 Profit before Depreciation and Tax 99.56 143.04 Less : Depreciation and Amortisation 81.28 80.48 Profit / (Loss) before Tax 18.28 62.56 Less : Provision for Taxes

Current Income Tax 3.11 7.09 Fringe Benefit Tax - 0.31 Deferred Tax (Net) (39.66) 2.62 MAT Credit Entitlement (Refer Note of (8) (ii) of II of schedule 15) (34.20) -

Profit / (Loss) for the year after Tax 89.03 52.54 Profit/ (Loss) brought forward 382.90 330.36 Balance carried to Balance Sheet 471.93 382.90 Basic/Diluted Earning per share (face value of `10/- each) 4.05 2.39 Notes to Accounts 15

As per our Report of even dateFor ANKIT & CO., Chartered Accountants

For HARIBHAKTI & CO., Chartered Accountants

For and on behalf of the Board of Directors

(S. Brij Kumar) PartnerM. No. 19357

(Chetan Desai) Partner M. No. 17000

S. C. Kuchhal, ChairmanRavi Sanghi, Managing Director

Other Directors

Anand Prakash Sanghi Sudhir Sanghi Gireesh SanghiAditya Sanghi Alok Sanghi S.SawrikarT.M.Jagan Mohan R.K. Pandey Bina EngineerV. Jayananthan

Place : New Delhi Date : 13th August, 2010

Kairav Trivedi (Company Secretary)

Page 29: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 28

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010` Crore

31-03-2010 31-03-2009

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax 18.28 62.56

Adjustments for:

Depreciation and amortisation 81.28 80.48

Interest Income (0.14) (1.48)

Interest and other Financial Charges 83.40 77.12

Operating Profit before Working Capital Changes 182.82 218.68

Adjustments for:

(Increase)/Decrease in Inventories (6.48) (32.43)

(Increase)/Decrease in Debtors (4.00) 0.95

(Increase)/Decrease in Loans and Advances 16.86 16.09

Increase/(Decrease) in Trade Creditors 15.89 20.56

Increase/(Decrease) in Current Liabilities and Provisons 4.38 (26.15)

Cash from operating activities 209.47 197.70

Income Taxes paid (9.14) (8.59)

Net Cash from operating activities 200.33 189.11

B. CASH FLOW FROM INVESTING ACTIVITIES:

(Additions)/Deletions of Fixed Assets (Net) (111.88) (154.66)

Interest Received 0.18 1.44

Net Cash used in investing activities (111.70) (153.22)

Page 30: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1029

Sanghi Industries Limited

C. CASH FLOW FROM FINANCING ACTIVITIES:

Movement in Working Capital Borrowing (0.34) 30.41

Proceeds/(Repayment) of long term borrowings (Net) (32.13) (95.90)

Interest and other Financial Charges (57.81) (74.34)

Cash used in Financing activities (90.28) (139.83)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS ( A+B+C)

(1.65) (103.94)

Cash and Cash equivalents (Opening Balance) 3.87 107.81

Cash and Cash equivalents (Closing Balance) 2.22 3.87

Components of Cash and Cash Equivalents

Cash and Cheques on hand 0.16 0.33

Bank Balances 2.06 3.54

2.22 3.87

As per our Report of even dateFor ANKIT & CO., Chartered Accountants

For HARIBHAKTI & CO., Chartered Accountants

For and on behalf of the Board of Directors

(S. Brij Kumar) PartnerM. No. 19357

(Chetan Desai) Partner M. No. 17000

S. C. Kuchhal, ChairmanRavi Sanghi, Managing Director

Other Directors

Anand Prakash Sanghi Sudhir Sanghi Gireesh SanghiAditya Sanghi Alok Sanghi S.SawrikarT.M.Jagan Mohan R.K. Pandey Bina EngineerV. Jayananthan

Place : New Delhi Date : 13th August, 2010

Kairav Trivedi (Company Secretary)

Page 31: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 30

SCHEDULES FORMING PARTS OF ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2010

` Crore 31.03.2010 31.03.2009 SCHEDULE: 1SHARE CAPITALAuthorised Capital(a) 27,50,00,000 Equity Shares of `10/- each (Previous Year : 27,50,00,000 Equity Shares of `10/- each) 275.00 275.00(b) 2,75,00,000 Optionally Convertible Cumulative Participating Preference Shares (OCCPPS) of `100/- each 275.00 275.00 (Previous Year : 2,75,00,000 Optionally Convertible Cumulative Participating Preference Shares (OCCPPS) of `100/- each) Issued, Subscribed and Paid-up Capital

550.00 550.00 Issued, Subscribed and Paid-up Capital(a) 21,99,79,000 Equity Shares of `10/- each fully paid up 219.98 219.98 (Previous Year : 21,99,79,000 Equity Shares of `10/- each fully paid up)(b) 84,84,230 OCCPPS of `100/- each fully paid up (Previous Year : 84,84,230 OCCPPS of `100/- each fully paid up) 84.84 84.84 (Earliest date of redemption 30-06-2011)

304.82 304.82

SCHEDULE: 2RESERVES AND SURPLUSShare Premium Account 49.82 49.82 Balance in Profit and Loss account 471.93 382.90

521.75 432.72

SCHEDULE: 3SECURED LOANSa) Term Loan i) Rupee Term Loans 723.60 732.41 ii) Foreign Currency Loans 186.02 216.95

b) Working Capital Loan from Banks 30.07 30.41 939.69 979.77

Page 32: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1031

Sanghi Industries Limited

SCH

EDU

LE -

4

FIX

ED A

SSET

S (`

Cro

re)

GRO

SS B

LOC

KD

EPRE

CIA

TIO

N N

ET B

LOC

K

PART

ICU

LARS

AS

ON

01

.04.

2009

AD

DIT

ION

S D

URI

NG

T

HE

YEA

R

DED

UC

TIO

NS

AD

JUST

MEN

T/

DU

RIN

G T

HE

YEA

R

AS

ON

31

-03-

2010

AS

ON

01

.04.

2009

FOR

TH

E YE

AR

DED

UC

TIO

NS

AD

JUST

MEN

T/

DU

RIN

G T

HE

YEA

R

AS

ON

31

-03-

2010

W.D

.V. A

S O

N

31-0

3-20

10W

.D.V

. AS

ON

31

-03-

2009

OW

NED

ASS

ETS

FREE

HO

LD L

AN

D 4

.25

- -

4.2

5 -

- -

- 4

.25

4.2

5

BUIL

DIN

G 9

9.91

0

.15

- 1

00.0

6 1

1.31

2

.63

- 1

3.94

8

6.12

8

8.60

PLA

NT

AN

D M

AC

HIN

ERY

1,2

92.6

7 2

.81

- 1

,295

.48

284

.28

68.

26

- 3

52.5

4 9

42.9

4 1

,008

.39

ELEC

TRI

CA

L IN

STA

LLAT

ION

112

.17

1.1

3 -

113

.30

29.

33

5.9

3 -

35.

26

78.

04

82.

84

FURN

ITU

RE A

ND

FIX

TU

RES

5.6

3 -

- 5

.63

1.0

5 0

.36

- 1.

414.

22 4

.59

OFF

ICE

EQU

IPM

ENT

S 2

.10

0.0

4 0

.02

2.1

2 0

.32

0.1

1 -

0.4

3 1

.69

1.7

8

VEH

ICLE

S 1

3.96

2

.26

0.6

5 1

5.57

3

.46

1.4

0 0.

234.

6310

.94

10.

50

FIRE

FIG

HT

ING

EQ

UIP

MEN

TS

- -

- -

- -

- -

- -

LAB

EQU

IPM

ENT

0.0

6 -

- 0

.06

0.0

1 -

- 0

.01

0.0

5 0

.05

TEM

PLE

- -

- -

- -

- -

- -

CO

MPU

TER

S 4

.00

0.6

1 -

4.6

1 2

.34

0.6

0 -

2.9

4 1

.67

1.6

6

Sub

Tota

l 1

,534

.75

7.0

0 0

.67

1,5

41.0

8 33

2.10

79.2

90.

2341

1.16

1,12

9.92

1,20

2.65

ASS

ETS

GIV

EN O

N L

EASE

LAN

D 0

.27

- -

0.2

7 -

- -

- 0

.27

0.2

7

BUIL

DIN

G 9

.68

- -

9.6

8 2

.33

0.24

- 2

.58

7.1

0 7

.35

PLA

NT

AN

D M

AC

HIN

ERY

19.

32

- -

19.

32

16.

86

0.2

8 -

17.

14

2.1

8 2

.46

ELEC

TRI

CA

L IN

STA

LLAT

ION

6.7

1 -

- 6

.71

3.2

6 0

.39

- 3

.65

3.0

6 3

.45

FURN

ITU

RE A

ND

FIX

TU

RES

0.3

1 -

- 0

.31

0.13

0.0

1 -

0.1

3 0

.18

0.1

9

OFF

ICE

EQU

IPM

ENT

S 0

.28

- -

0.2

8 0

.10

0.0

1 -

0.1

1 0

.17

0.1

8

VEH

ICLE

S 1

.04

- -

1.0

4 0

.66

0.0

4 -

0.7

0 0

.34

0.3

8

FIRE

FIG

HT

ING

EQ

UIP

MEN

TS

0.1

0 -

- 0

.10

0.0

9 -

- 0

.09

0.0

1 0

.01

LAB

EQU

IPM

ENT

0.1

1 -

- 0

.11

0.0

5 -

- 0

.05

0.0

6 0

.06

TEM

PLE

0.0

3 -

- 0

.03

- -

- -

0.0

3 0

.03

CO

MPU

TER

S 0

.24

- -

0.2

4 0

.19

0.0

1 -

0.2

0 0

.04

0.0

5

Sub

Tota

l 3

8.09

-

-

3

8.09

2

3.66

0

.99

-

24.

65

13.

44

14.

43

Tota

l 1

,572

.84

7.0

0 0

.67

1,5

79.1

7 3

55.7

7 8

0.27

0.

2343

5.81

1,14

3.36

1,21

7.07

Pre

viou

s Ye

ar's

Figu

res

1,5

46.9

4 2

5.90

-

1

,572

.84

276

.92

78.

85

-

355

.77

1,2

17.0

7 -

Cap

ital W

ork

in P

rogr

ess

(incl

udin

g ca

pita

l adv

ance

s `2

7.48

cro

re, P

revi

ous

Year

`37

.64

cror

e) 4

68.2

8 37

3.68

Page 33: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 32

` Crore 31.03.2010 31.03.2009 SCHEDULE: 5CURRENT ASSETS, LOANS AND ADVANCESA. CURRENT ASSETS a. Inventories: i. Raw Materials 1.54 1.32 ii. Stores, Consumables and Packing Materials 58.83 71.06 iii. Fuel Stock 20.21 15.30 iv. WIP and Finished Goods 26.44 12.86 b. Sundry Debtors: (Secured and considered good) i. Debts outstanding for more than six months - - ii. Others 7.35 3.35 c. Cash & Bank Balances: i. Cash in Hand 0.16 0.33 ii. Bank Balance in current accounts 0.45 0.05 iii. Bank Balance in Term Deposits 1.61 3.49 TOTAL - A 116.59 107.76 B. LOANS AND ADVANCES: (Unsecured but considered good - recoverable in cash or in kind for value to be

received) a. Deposits i. with Government Departments 40.28 41.73 ii. with Others 2.09 12.51 b. Advances i) Advances to Suppliers/Contractors 15.76 3.66 ii) Advance Income Tax 43.86 35.01 iii) MAT Credit Entitilment 34.20 - iv) Others 71.23 88.37 TOTAL - B 207.42 181.28 TOTAL (A + B) 324.01 289.04

SCHEDULE: 6CURRENT LIABILITIES AND PROVISIONSa. Sundry Creditors - For Capital Goods 16.52 4.30 - For Goods and Services 73.14 57.25 (Refer Note No.(II) 7 of Schedule 15)b Advance from Customers 11.32 5.62 c. Other Liabilities 54.75 47.64 d. Provisions i. Income Tax 43.50 40.39 ii Fringe benefit Tax - 0.28 iii. Gratuity, LTA, Leave Encashment etc 6.45 4.64

205.68 160.12

Page 34: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1033

Sanghi Industries Limited

` Crore 31.03.2010 31.03.2009 SCHEDULE: 7MISCELLANEOUS EXPENDITUREMiscellaneous Expenditure 6.41 8.04 Less: Amortised 1.01 1.63

5.40 6.41

SCHEDULE: 8SALES (Gross)Sale of Cement (Domestic) 597.36 631.50 Sale of Cement (Export) 83.27 207.02 Sale of Clinker (Export) 18.99 24.92 Sale of Clinker (Domestic) 9.39 4.49

709.01 867.93

SCHEDULE: 9OTHER INCOMEInterest Earned (Gross) 0.13 1.48 (includes Tax deducted at source `0.02 crore; Previous Year `0.38 crore)Export Incentive 0.65 11.69 Sale of Water 0.56 1.86 Forex Fluctuation - 1.18 Sale of Scrap 0.68 0.22 Insurance Claims Received - 1.12 Compensation (Refer Note (II) (11) of Schedule 15) 5.82 - Miscellaneous Income 0.97 4.00 Lease Rent 0.12 0.12

8.93 21.67

SCHEDULE: 10MANUFACTURING EXPENSESRaw Material and Consumables 35.34 41.48 Stores and Spares 33.81 30.77 Power, Fuel and Water Charges 194.25 255.32 Repairs and Maintenancei) Repairs to Plant 26.80 10.16 ii) Repairs to building 0.39 0.77 iii) Repairs (Others) 0.64 0.91

291.23 339.41

Page 35: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 34

` Crore 31.03.2010 31.03.2009 SCHEDULE: 11(INCREASE)/DECREASE IN STOCKOpening Stock 12.86 28.48 Closing Stock 26.44 12.86

(13.58) 15.62

SCHEDULE: 12SALARIES, WAGES AND BENEFITS TO EMPLOYEESSalaries and Wages 19.96 19.49 Contribution to PF and Other Funds 1.06 1.19 Staff Welfare and Other Benefits 0.63 0.73

21.65 21.41

SCHEDULE 13ADMINISTRATIVE, SELLING AND OTHER EXPENSESAdvertisement 1.81 1.89 Audit Fees 0.17 0.18 Internal Audit Fees 0.25 0.12 Conveyance and Travelling 3.25 3.92 Director Remuneration and Commission 1.87 2.73 Books and Periodicals 0.25 0.30 Consultancy, Legal and Professional Charges 9.05 2.41 Insurance 2.06 1.83 Office Expenses 3.93 3.57 Postage, Telephone and Telex 0.65 0.63 Printing and Stationery 0.23 0.26 Vehicle Running Expenses 1.34 1.65 Rent 0.74 0.79 Rates, Taxes and Fees 0.71 1.42 Additional VAT 12.35 12.70 VAT on MST sales 0.56 0.83 Sales Promotion Expenses 16.10 26.25 Freight outward 136.93 169.94

192.25 231.42

SCHEDULE: 14FINANCIAL CHARGESInterest on Foreign Currency LoansInterest on Car Loan 1.17 1.82 Other Interest 0.13 0.13 Interest on Secured Loans 1.65 1.63 Foreign Fluctuation 76.42 71.46 Other Financial Charges 3.41 0.92

0.62 1.16 Total 83.40 77.12

Page 36: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1035

Sanghi Industries Limited

SCHEDULE: 15

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2010

1. Significant Accounting Policies

The Company follows accrual basis of accounting, recognizing income and expenditure on accrual basis. The accounts are prepared on historical cost convention and in compliance with the Generally Accepted Accounting Principles in India and the relevant provisions of the Companies Act, 1956. The significant accounting policies followed by the Company are as stated below:

a) Fixed Assets are stated at cost of acquisition or construction. All costs, relating to the acquisition and installation of fixed assets are capitalized up to the date the asset is put to use.

b) Depreciation on assets acquired has been provided as per Schedule XIV of the Companies Act, 1956 on Straight Line Method and on related time basis.

c) Foreign exchange transaction :

i) Transactions denominated in foreign currency are recorded at the exchange rates prevailing on the date of transaction.

ii) At the end of the year, monetary items denominated in foreign currency are restated at the year end rate.

iii) Any income or expense on account of foreign exchange currency difference either on settlement or on transaction is recognized in Profit and Loss Account except in case of long term liabilities where they relate to acquisition of fixed assets, in which case, they are adjusted to carrying cost of such assets during construction period.

d) Valuation of inventories:

(i) Finished and semi-finished goods in the warehouse and on the shop floor are valued at lower of cost (inclusive of excise duty, if paid) and net realizable value.

(ii) Raw Materials, Consumables, Stores, Packing Material and Work-in-Progress are valued at cost.

(iii) Cost is determined on a weighted average basis.

e) All pre-operative expenditure including interest on borrowings for the project incurred up to the date of commencement of commercial production has been capitalized and added to the assets.

f) Insurance claims are accounted on receipt or upon certainty of receipt of the claim.

g) Employee Benefits have been provided on the basis of revised Accounting Standard 15 :

(i) Defined Benefit Plans: Retirement benefits in the form of gratuity are considered as defined benefit obligations and are provided for on the basis of an actuarial valuation, using the projected unit credit method, as at the date of Balance Sheet.

(ii) Other long Term Benefits: Long Term compensated absences are provided for on the basis of an actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet.

(iii) Actuarial gain/losses, if any, are immediately recognized in the Profit and Loss Account.

i) Miscellaneous Expenditure:

Business Promotional Expenses, Advertisement Expenses and Preliminary Expenses are amortized over a period of 10 years.

Page 37: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 36

j) Revenue Recognition

(i) Sales are recognized on delivery basis.

(ii) Export Incentives are recognized when the right to receive credit as per the Import and Export Policy is established in respect of the exports made and when there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

(k) Provision for current tax is made and retained in accounts on the basis of estimated tax liability as per applicable provisions of Income-Tax Act, 1961.

(l) Deferred Tax is recognised on timing differences between taxable and accounting income/expenditure that originates in one period and are capable of reversal in one or more subsequent period(s). Deferred Tax Asset for unabsorbed depreciation or carried forward losses, are recognised if there is virtual certainty that sufficient future taxable income will be available against which such asset can be realized. Other deferred tax assets are recognised only to the extent there is reasonable certainty of realization in future. Such assets are reviewed at each balance sheet date to re-assess the realization. Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained in the Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of credit to the profit and loss account and shown as MAT credit entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

(j) An asset is treated as impaired, when the carrying cost of asset exceeds its recoverable value. An impairment loss, if any, is charged to profit and loss account, in the year in which an asset is identified as impaired.

(k) The Company reports basic and diluted earnings per share (EPS) in accordance with Accounting Standard 20 on “Earnings per Share”.

II. Notes on Accounts:

1. Secured Loans

a) The Term Loan from IDBI, Dena Bank, Bank of Rajasthan Ltd., Lakshmi Vilas Bank Limited, India Debt Management Pvt. Ltd., Deutsche Investment India Pvt. Ltd., Goldman Sachs (India) Finance Pvt. Ltd. and Power Finance Corporation Ltd., are secured by a registered mortgage of the present and future fixed assets except Thermal Power Plant of the Company.

b) The Foreign Currency Loan from FMO, Netherlands is secured by the mortgage of thermal power plant.

c) The working capital facility from Bank of India is secured by a charge on the Current Assets.

d) The aforesaid Loans, in addition to the security are guaranteed by the Promoter Directors in their personal capacity.

2. Inventory of Raw Materials, Consumables, Stores, Packing Material and Work-in-Progress, are valued at weighted average cost basis, certified by the management. Finished goods and semi finished goods are valued at lower of cost (inclusive of excise duty, if paid) and net realizable value.

3. Depreciation on Fixed Assets has been provided as per schedule XIV to the Companies Act, 1956. The Company has worked all the three shifts during the Year and it is a continuous process plant and the depreciation has been provided accordingly.

4. The production facilities of Polymers Division have been leased to M/s. Sanghi Polymers Pvt. Ltd. (SPPL) with effect from 1st April, 2003 till the process of hiving off of Polymer division is completed with necessary approvals. The lessee has also

Page 38: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1037

Sanghi Industries Limited

taken over the obligation of the servicing of the debt secured by the said assets. The lease rent of `12 lacs p.a. is charged as such the same is not considered as a separate segment. Since the actual transfer of assets are pending, instead of SPPL, ICICI Bank and State Bank of Hyderabad have filed a claim against SIL in Debt Recovery Tribunal at Mumbai and Hyderabad for the recovery of their Principal dues of `2.68 crs. and `11.21 crs. respectively and interest thereon as may be decided. These amounts have been included as Contingent Liabilities in Note No. 12 (d)

5. The debtors, creditors and loans and advances balances are subject to confirmation and adjustments, if any.

6. Earning Per Share (` Crore)

2009-10 2008-09(i) Profit (Loss) after Tax as per Profit and Loss Account 89.04 52.54(ii) Weighted average number of equity shares (number) 21,99,79,000 21,99,79,000(iii) Basic and diluted Earnings per share in Rupees (Face Value: `10/- per share) 4.05 2.39

7. Disclosure of Sundry Creditors under Current Liabilities is based on the information available with the Company regarding the status of the suppliers as defined under the “Micro, Small, and Medium Enterprises Development Act, 2006”. Amount overdue as on 31st March, 2010 to Micro, Small, and Medium Enterprises on account of principal amount together with interest, aggregate to ` Nil (previous year ` Nil). The auditors have relied on the same.

8. (i) Income Tax : No provision for Income Tax is made in the current year in view of the computation of income resulting in loss as per the provision of the Income Tax Act, however, there is book profit as envisaged in section 115 JB of the Income Tax Act and Tax thereon has been provided.

(ii) MAT credit Entitlement includes `34.02 crores pertaining to earlier years.

(iii) Deferred Tax:

Deferred Tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date, unlike MAT rate at which it was considered till March 2009.

The Deferred Tax Liability and Deferred Tax Assets as on 31-3-2010 computed as per AS 22 is given as under:

(` Crore)

Def. Tax Liability /(Asset)

as on 1.4.09

Curr. Yr. Charge / (Credit)

Def. Tax Liability /(Asset)

as on 31.3.10Deferred Tax Liabilities ( DTL) Difference between Tax Dep. and Book Dep. 24.19 (10.07) 14.12 Total DTL A 24.19 (10.07) 14.12 Deferred Tax Assets (DTA) Past Losses - - Expenses allowable on Payment basis - 0.31 0.31 Unabsorbed Dep. 15.41 29.28 44.69 Total DTA B 15.41 29.59 45.00 Def. Tax (Asset) /liability(Net) (A)-(B) 8.78 (39.66) (30.88 )

9. Segment Reporting

(i) The Company has only one segment ‘cement’ as primary segment.

Page 39: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 38

(ii) The secondary segment is geographical which is given as under: (` Crore)

Revenue 2009-10 2008-09Domestic 563.32 574.40Export 102.26 231.94Sales (net of excise duty) 665.58 806.34

(iii) All the assets of the Company except the debtors for export and other receivables amounting to `0.29 crores (31.3.2009: `0.56 crore) are within India.

10. Related Party Disclosure:

a. Key Management Personnel:

Mr. Ravi Sanghi - Managing Director

Mr. Aditya Sanghi – Whole Time Director

Mr. Alok Sanghi - Whole Time Director

Mrs. Bina Engineer – Whole Time Director

b. Particulars of remuneration paid to Managing Director and Whole time Directors are given in note No. 14 of this schedule.

c. As informed, there are no subsidiaries or associate companies.

11. The Company had certain derivative transactions with a Bank in 2008-09. These were terminated by the Bank and a claim of USD 37 million was raised on the Company. The matter was under Arbitration at London Court of International Arbitration. Prior to any decision at LCIA, the bank has paid compensation of `5.8 crore to the Company and withdrawn its claim, which is reflected in Schedule “9”.

12. a. Provisions involve substantial degree of estimation in measurement and recognized where there is present obligation as a result of the past events and it is probable that there will be an outflow of resources.

b. Contingent liabilities are not recognized but disclosed in notes.

c. Contingent assets are neither recognized nor disclosed in financial statements

d. The claims against the Company not acknowledged as debt amount to `74.83 crore (Previous year `73.41 crore) and interest and penalty thereon as may be decided at the time of disposal of the claim. Against above, the Company has deposited a sum of `42.41 crore (Previous Year- `40.65 crore) with respective authorities as deposit.

e. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) `2.16 crore ( Previous year `6.67 crore)

13. Details of Auditors remuneration : (` Crore)

2009-10 2008-09I Statutory Audit Fee 0.15 0.15ii. In other capacity in respect of other services 0.02 0.03 Total 0.17 0.18

14. Details of Directors’ Remuneration

a. The Managing Director has waived his remuneration and commission for the current financial year.

Page 40: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1039

Sanghi Industries Limited

b. Breakup of the remuneration for other whole time directors. (` Crore)

31.03.2010 31.03.2009i. Salary 1.87 2.47ii. Perquisites Nil Niliii. Contribution to Provident Fund/Super Annuation Fund Nil Niliv. Sitting Fee 0.02 0.02Sub Total 1.89 2.49v. Commission Nil 0.66 Total 1.89 3.15

Statement Showing Computation of net Profit u/s 349 of the Companies Act, 1956 (` Crore)

31.03.2010 31.03.2009Profit before tax - 62.56Add: Director Remuneration to the extent included above - 2.73Profit u/s 349 of the Companies Act,1956 - 65.29Remuneration @10% Payable as per Section 309 of the Companies Act,1956

- 6.53

Less: Directors' Remuneration excl, Commission - 2.47Maximum commission to directors permissible u/s 309 of the Companies Act,1956 - 4.06

15. Operating Lease

(` Crore)Company as a Lessee 31.03.2010 31.03.2009 Minimum Lease PaymentLess than one year 0.39 0.39One to Five years 1.63 2.02Later than Five years - -Total 2.02 2.41

(` Crore)Company as a Lessor 31.03.2010 31.03.2009 Minimum Lease ReceiptLess than one year 0.12 0.12One to Five years 0.60 0.60Later than Five years - -Total 0.72 0.72

16. Foreign currency exposure that are not hedged by derivative instruments or otherwise as on 31st March 2010 amount to `186.46 crore (Previous Year `217.34 crore)

17. Previous year’s figures have been regrouped/reclassified wherever necessary.

Page 41: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 40

18. Additional information pursuant to the provisions of paragraph 3, 4C and 4D of Part (II) of Schedule VI to the Companies Act, 1956 is as under (Certified by the management):

2009-10 2008-09A. Production i. Installed Capacity Clinker (MT) 2,480,000 2,480,000 Cement ( MT) 2,610,000 2,610,000 ii. Actual Production Clinker (MT) 1,878,749 2,063,419 Cement ( MT) 1,828,175 2,226,130

B. Stock & Turnover

2009-10 2008-09Qty (MT) Value

(` Crore)Qty (MT) Value

(` Crore)i. Finished Goods Opening Stock Clinker 46,512 9.40 118,677 21.42 Cement 15,110 3.30 22,348 7.06 Closing Stock Clinker 123,456 21.09 46,512 9.40 Cement 23,005 5.09 15,110 3.30ii Turnover Clinker 132,255 28.37 125,135 29.41 Cement* 1,820,280 680.64 2,233,368 838.52

* includes self consumption and shortage in transit of 3,771 MT (P.Y - 14,974 MT)

C. Detail of Major Raw Material Consumed (` Crore)

2009-10 2008-09 Qty (MT) Value Qty (MT) Value Limestone 2,484,770 17.86 2,791,185 17.31Gypsum 64265 4.71 90,057 5.50

(` Crore) 2009-10 2008-09D. CIF Value of Imports

111.09

19.60 Stores, Spares and Capital GoodsE. Earning in Foreign Currency FOB Value of Export 102.26 231.94 Other Income 5.82 -F. Expenditure in Foreign Currency

6.68

12.92 Interest, Foreign Travel, Commission, etc

Page 42: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1041

Sanghi Industries Limited

19. Raw Material and Stores Consumption

2009-10 2008-09a. Raw Material Consumed: ` Crore % ` Crore %

(i) Imported - - - -

(ii) Indigenous 35.34 100 41.48 100 Total 35.34 100 41.48 100b. Stores and Spares Consumed: (i) Imported 15.13 44.75 5.26 17.09 (ii) Indigenous* 18.68 55.25 25.52 82.91 Total 33.81 100.00 30.78 100.00

*Net of insurance claims of ` Nil (P. Y. `3.14 crores, pertaining to earlier years)

20. Employee Defined Benefits: As per Actuarial Valuation in accordance with revised accounting Standard 15 as on 31st March, 2010

(` Crore)2009-10 2008-09

Particular Gratuity Leave encashment

Gratuity Leave encashment

I. Expense recognized in the statement of Profit and Loss Account for the year ended 31st March, 2010

1. Current Service Cost 0.35 0.15 0.41 0.18 2. Interest Cost 0.11 0.07 0.08 0.05 3. Employee Contributions - - - - 4. Expected Return on Plan Assets - - - - 5. Actuarial (Gains)/Losses 0.05 0.50 0.03 0.28 6. Past Service Cost 0.26 - - - 7. Settlement Cost - - - - 8. Losses/(gains) on acquisition / divesture - - - - 9. Total Expense 0.77 0.72 0.52 0.51II. Net Asset/(Liability) recognized in the Balance

Sheet as at March 31, 2010 1. Present Value of Defined Benefit Obligation 1.90 1.21 1.32 0.84 2. Fair Value of Plan Assets - - - - 3. Funded Status [Surplus/Deficit] - - - - 4. Net Asset/(Liability) as at March 31, 2010 1.90 1.21 1.32 0.84

Page 43: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 42

Particular Gratuity Leave encashment

Gratuity Leave encashment

1. Present value of Defined Benefit Obligation at the beginning of the year

1.32 0.83 1.06 0.64

2. Current service Cost 0.35 0.15 0.41 0.183. Interest Cost 0.11 0.07 0.08 0.054. Settlement Cost - - - -5. Past Service Cost 0.26 - - -6. Employee Contribution - - - -7. Liabilities assumed on acquisition / (settled on

divesture)- - - -

8. Actuarial (Gains)/Losses 0.05 0.50 0.03 0.289. Benefits Payments (0.19) (0.34) (0.26) (0.32)10. Sick Leave - - - -11. Present Value of Defined Benefit Obligation at

the end of the year1.90 1.21 1.32 0.83

IV Actuarial Assumption:

1. Discount Rate 8 % p.a

2. Salary Escalation 6 % p.a

Signatories to schedules 1 to 15

As per our Report of even dateFor ANKIT & CO., Chartered Accountants

For HARIBHAKTI & CO., Chartered Accountants

For and on behalf of the Board of Directors

(S. Brij Kumar) PartnerM. No. 19357

(Chetan Desai) Partner M. No. 17000

S. C. Kuchhal, ChairmanRavi Sanghi, Managing Director

Other Directors

Anand Prakash Sanghi Sudhir Sanghi Gireesh SanghiAditya Sanghi Alok Sanghi S.SawrikarT.M.Jagan Mohan R.K. Pandey Bina EngineerV. Jayananthan

Place : New Delhi Date : 13th August, 2010

Kairav Trivedi (Company Secretary)

Page 44: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-1043

Sanghi Industries Limited

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

1. Registration Details: Registration No. L 18209 AP 1985 PLC 005581 State Code 01 Balance Sheet Date 31.03.2010

(Amt in ` Thousand)2. Capital Raised during the year: Public Issue - Rights Issue - Bonus Issue - Private Placement/Preferential Allotment -3. Position of Mobilization and Deployment of Funds: Total Liabilities 17,662,577 Total Assets 17,662,577 Sources of Funds: Paid-up Capital 3,048,213 Reserves and Surplus 5,217,538 Secured Loans 9,396,826 Application of Funds: Net Fixed Assets 16,116,397 Deferred Tax Asset (Net) 308,871 Net Current Assets 1,183,326 Miscellaneous Expenditure 53,9834. Performance of the Company Total Income 6,745,075 Total Expenditure 6,562,283 Profit before Tax 182,792 Profit after Tax 890,378 Earning per Share 4.055. Generic Name of Principal Product of the Company (as per monetary terms): Item Code No. (ITC Code) 2523 Product Description Cement

Page 45: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

23rd Annual Report 2009-10 44

Notes

Page 46: SANGHI INDUSTRIES LIMITED - bseindia.com€¦ · Sanghi Industries Limited ... CRISIL has published a CRISIL Research Report in November 2009 on cement industry in India, ... benchmarked

Sanghi Industries LimitedRegistered Office : Sanghi Nagar - 501 511, R. R. District, Andhra Pradesh, INDIA.

Tel. : +91 8415 242 216 - 25 • E-mail : [email protected] • Website : www.sanghicement.comrd23 ANNUAL REPORT 2009-10

SANGHI INDUSTRIES LIMITED

WP

PL -

40317777

ww

w.w

est

ern

pre

ss.in


Recommended