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26th Annual Report 2012-131

ContentsParticulars Page No.

Board of Directors 1

Directors’ Report 2-6

Management Discussion and Analysis 7-9

Report on Corporate Governance 10-17

Auditors’ Report 18-21

Annual Accounts 22-23

Cash Flow Statement 24-25

Notes to Accounts 26-43

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

Values (Five Cs)� Care for all stakeholders

� Continuous learning and growth

� Commitment to excellence

� Corporate Governance based on Trust and Integrity

� 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.”


Sanghi Industries Limited

Board of DirectorsShri Ravi Sanghi Chairman and Managing Director

Shri Gireesh Sanghi Director

Shri Aditya Sanghi Executive Director

Shri Alok Sanghi Executive Director

Smt. Bina Engineer Executive Director

Shri N. B. Gohil Executive Director

Shri C.S.V. Rao Nominee Director – IDBI

Shri D. K. Kambale Director

Shri Sadashiv Sawrikar Director

Shri D.B.N.Rao Director

Shri R.K.Pandey Director

Shri T.M.Jagan Mohan Director

Company Secretary Shri Anil Agrawal

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

Registered Office Cement WorksSanghinagar P. O. Village Motiber,Hayatnagar Mandal, R R District, Taluka Abdasa, Kutch District,Andhra Pradesh - 501 511 Sanghipuram - 370 511, GujaratTel Nos. 08415 - 242240 Tel Nos. 02831 - 274131/32/33Fax Nos. 08415 - 242239 Fax Nos. 02831 - 274115/23

Corporate Office Mumbai Office10th Floor, Kataria Arcade, 110, B Wing, Krishna Commercial Centre,Off. S-G Highway, 6, Udyog Nagar, Near Kamath Club,Post : Makaraba, S.V. Road, Goregaon (West), Mumbai - 400 062District : Ahmedabad - 380 051 Tel Nos. 022 - 2871 3120Tel Nos. 079 - 2683 8000 Fax Nos. 022 - 2871 3126Fax Nos. 079 - 2683 8111

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

26th Annual Report 2012-13 2


DIRECTORS’ REPORTToThe Members ofSanghi Industries Limited

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

Financial Results (` in crore)

2012-2013 2011-2012

Gross Revenue 1178.42 1074.61Net Income 1067.15 984.36Profit before Interest, Depreciation and Taxation 213.01 196.14Interest 14.90 24.89Operating Profit 198.11 171.25Depreciation 145.35 98.06Profit Before Tax (PBT) 52.76 73.19(Add)/Less : Provision for Tax 6.88 (8.68)Profit After Tax (PAT) 45.88 81.87Profit carried to Reserves and Surplus 45.88 81.87

Dividend

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

Management Discussion and Analysis

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

Directors’ Responsibility Statement

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

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

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

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

(d) the Directors had prepared the accounts for the period ended 30th June, 2013 on a ‘going concern’ basis.

Board of Directors

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



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

Deposits

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

Corporate Governance

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

Listing

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

Particulars of Employees

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

Auditors

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

Cost Audit

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

Foreign Exchange Earnings & Outgo

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

Social Responsibilities

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

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

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

� Providing educational facilities through a CBSE affiliated School.

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



� Conducting social awareness programmes on various issues.

Environment and Pollution Control

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

Some of these measures include :

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

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

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

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

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

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

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

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

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

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

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

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

� Adopting sound emergency preparedness and resources programme.

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

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

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

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

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

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

� Noise, Vibration and Aesthetic Beauty for Limestone Mines.

� Overall Best Performance for all Captive Mines.

� Best Safety Practices in Mines.

Conservation of Energy

The MIS Cell & Energy Steering Committee analyses the energy consumption parameters on daily basis with an intention to reduce the high and ever rising cost of energy in the manufacturing process, as well as to reduce its adverse impact on the



environment. The Committee constantly updates itself with the new developments in the field of energy including use of alternative resources and its viability for the use in our Plant.

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

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

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

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

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

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

Technology Absorption, Adaptation and Innovation

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

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

Research and Development

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

Benefits derived as a result of the above R & D

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

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

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

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

Industrial Relations

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

Acknowledgements

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

For and on behalf of the Board

Place : Mumbai Ravi SanghiDate : 27th August, 2013 Chairman & Managing Director



ANNEXURE – IDisclosure 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

ParticularFor Year ended 30th June 2013

For Year ended30th June 2012

1. Electricity (a) Purchased

Unit (Kwh in lacs) - - Total amount (` in Crores) - - Rate/unit (`) - - (b) Own Generation (net of auxiliary) (i) Through Diesel Generators Unit (Kwh in lacs) 78.96 94.49 Unit per Ltr. of Furnace Oil / L.D.O./ S.K.O / Diesel 3.05 3.31 Cost/unit (`) 15.29 12.49 (ii) Through Steam turbine/generation Unit (Kwh in lacs) 2410.43 2246.40 Unit per Kg. of Fuel 1.20 0.90 Cost/unit (`) 3.47 3.442. Coal (a) Blended Fuel of Lignite and Coal used in Kiln & Calciner Quantity (in lac MT) 3.79 4.81 Total cost (` in Crores) 168.13 198.88 Average rate per MT (`) 4438 4131 (b) Blended Fuel of Lignite and Coal used in Steam Turbine/Generator Quantity (in lac MT) 2.00 2.51 Total cost (` in Crores) 71.67 77.19 Average rate per MT (`) 3577 3076

Consumption per Unit of Production

Standard(if any)



Product: Cement BIS 53 Grade

Unit: MT 2,242,573 2,113,206

Electricity (Kwh/MT of Cement) 100.42 104.33

Coal (kilo calories per kg) 775 866

For and on behalf of the Board




MANAGEMENT DISCUSSION AND ANALYSISThe Management presents the analysis of your Company’s performance during the year ended on 30th June 2013 (2013) and comparison over corresponding period of the previous year. The Management also presents its outlook on the cement industry, in brief, for the future. This outlook is based on current business environment and information available on Indian economic scenario and may vary due to future economic and other developments in India and abroad.

Macro Economics of India

The cement industry’s growth is linked to the country’s economic/GDP growth. During 2012-13, the global economic slowdown has slowed down India’s economic growth too. While the global economic growth has reduced from 3.9% in 2011 to 3.2% in 2012, India’s GDP grew by around 5% during 2012-13 compared to a growth of around 6.2% during 2011-12.

Amongst the large countries of the world, only China and Indonesia has grown faster than India, in 2012-13. The 11th Plan period (2007-2012) had an average growth rate of 8%, highest during any Plan period. Our economic fundamentals have been improving in many dimensions which is reflected in the fact that despite the slowdown in 2011–12, the growth rate of the economy averaged 8% in the 11th Plan period. Though this was lower than the Plan target of 9%, it was better than the achievement of 7.8% in the Tenth Plan. The fact that this growth occurred in a period which saw two global crisis, one in 2008 and another in 2011, is indicative of the resilience which our Indian economy has developed.

Almost all the industries have shown reduction in growth during 2012-13 over 2011-12. The construction sector has grown by around 4.3% during 2012-13 compared to 5.6% growth during 2011-12. Our construction sector alone constitutes around 7% of the country’s GDP. The real estate, etc has grown by 9.3% during 2012-13 vis-à-vis 10.3% during 2011-12.

India has entered the second year of the Twelfth Five Year Plan (2012-2017), where our country aims at sustainable overall growth. Acknowledging the fact that inadequate infrastructure has been a constraint for the country’s growth, the Central and State Governments are taking various measures to accelerate the infrastructure growth. The Indian economy is visualized to be growing at around 5.7% during 2013-14.

Cement Industry – Present Scenario and Outlook

Presently, the capacity of the cement industry is around 330 million tonnes (mnt) p.a. Around 135 mnt is planned for addition during next 3 years. The actual additions may be lower considering the future demand-supply scenario, liquidity in the market and other procedural issues.

As per the research reports, the average capacity utilization of the Indian Cement Industry was around 75% during FY-13 (Apr-Mar). The selling prices were comparatively better. But, rise in fuel and logistic costs have almost neutralized the impact of increase in selling prices.

Your Company believes that in coming years, the infrastructure spending will increase, leading to a growth in demand for the cement industry.

Review on Company’s Performance

A. Production and Sales

The production in 2013 has increased by 6% over previous year. The Company has produced 2.24 million tonne (mnt) of cement during 2013 compared to 2.11 mnt in 2012. The capacity utilization has improved to 86% from 81%.

The gross sales was `1,166 crore in 2013, registering a growth of 10% against a gross sales of `1,064 crore in 2012.

The sales volume of cement and clinker has remained same at 2.30 mnt during 2013 and 2012. In 2013, gross sales in domestic markets of India has marginally increased to 99% from 98% in 2012. The domestic price realization for cement improved by 7%.

B. Costs

• The raw material cost per tone of cement has increased by around 16% during 2013 as compared to 2012.

• With better utilization of captive thermal power plant and efficient fuel blending, the cost of power per tonne of production is reduced by 11%.



• The direct fuel cost has reduced by around 23% per tonne of production in 2013, nearly half of which is due to efficiency in plant operations resulting in lower heat consumption and balance from lower cost per calorific value.

• The domestic logistic cost for cement was higher by around 30% in 2013, over 2012, due to higher diesel prices and different geographical mix.

• The Company has completed the repayment of some of the interest bearing term loans during the year and also obtained refinance/recast of some of the debt, resulting in lower provision of interest, thereby resulting in lower finance cost in 2013 compared to 2012.

• The VAT exemption available for the project in Gujarat has been exhausted and now VAT is applicable at 12.5%. It is included in other expenses resulting in a sharp increase.

• The depreciation charge has increased to `145 crores in 2013 from `98 crore in 2012 due to higher depreciation provision on certain assets, based on the review of their balance useful life.

C. Profits and Margins

• The Company has earned Profit Before Depreciation, Interest and Taxation (PBDIT) of around `213 crore in 2013, improving from `196 crore in 2012. The PBDIT margins were at around 20% for both these years.

• The extra depreciation mentioned above has resulted in profit before tax to reduce to `53 crore in 2013 from `73 crore in 2012.

• After tax adjustments, the net profit after tax was `46 crore in 2013 compared to `82 crore in 2012.

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 & Safety Management Standard)

4. SA 8000 (Social Accountability System Certificate)

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

Recognitions for best practices

During the year, the Directorate General of Mines Safety and Indian Bureau of Mines, Udaipur region have awarded many recognitions and awards to the Company, including :

Water Pollution Measures I PrizeCommunity Development I PrizeNoise Vibration Control and Aesthetic Beauty I PrizeAir Pollution Control measures I PrizePlantation I PrizeOverall Mining Operation I PrizeMaintenance of HEMM and Electrical Installation I PrizeReclamation and Rehabilitation II Prize

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



Human Resources

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

Future Outlook

Considering the infrastructure spending planned by the Central and State Governments of India, your Company expects a demand boost for cement and stable prices.

Risk and Concerns

The Company has devised the Enterprise Risk Management System which is periodically reviewed. The key areas of risk are as under.

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

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

• 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

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



REPORT ON CORPORATE GOVERNANCE1. A brief statement on the Company’s philosophy on Code of Governance

The Company defines Corporate Governance as a systematic process by which companies are directed and controlled to enhance their wealth generating capacity. The Corporate Governance initiative is based on two core principles. They are (i) Management must have the executive freedom to drive the enterprise forward without operational constraints; and (ii) This freedom of management should be exercised within a framework of effective accountability.

The Company believes that any meaningful policy on Corporate Governance must provide empowerment to the executive management of the Company, and simultaneously create a mechanism of checks and balances which ensures that the decision making powers vested in the executive management are used with care and responsibility to meet stakeholders’ aspirations and society’s expectations.

From the above definition and core principles of Corporate Governance emerges the cornerstone of the company’s governance philosophy, namely trusteeship, empowerment and accountability, transparency, control and ethical corporate citizenship. The Company believes that the practice of each of these leads to the creation of the right culture in which the Company is managed in a manner that fulfills the purpose of Corporate Governance.

2. Board of Directors

The Board of Directors consists of professionals drawn from diverse fields having varied experience. Shri Ravi Sanghi is the Chairman and Managing Director of the Company, who conducts the day-to-day management of the Company subject to the supervision and control of the Board of Directors.

Composition and category of Directors as on 30th June, 2013

Sl. No.

Category Name of Director

I. Promoter and Executive Shri Ravi Sanghi - Chairman & Managing DirectorShri Aditya SanghiShri Alok Sanghi

II Promoter and Non-Executive Shri Gireesh Sanghi

III Professional and Executive Smt. Bina EngineerShri N. B. Gohil

IV Independent and Non-Executive Shri Sadashiv SawrikarShri T. M. Jagan MohanShri R. K. PandeyShri D. B. N. RaoShri D. K. Kambale

V Independent and Nominee Shri C. S. V. Rao – IDBI Nominee

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.

Attendance of Directors at the Meetings of the Board of Directors held during the year ended 30th June, 2013 and the Annual General Meeting (AGM) held on 25th September, 2012 are as follows:

Five Board Meetings were held during the year on 28th August, 2012, 12th October, 2012, 9th November, 2012, 14th February, 2013 and 11th May, 2013. The maximum time gap between two Board Meetings was not more than four calendar months.



The details of record of attendance of Directors and Directorships of Public Limited Companies and Membership/Chairmanship of Board Committees.

Name of Director No. of Board Meetings attended

Attendance at the Last

AGM

No. of Directorships

of Other Companies*

No. of Membership

of other Board Committees

No. of Chairmanship of other Board Committees #

Shri Ravi Sanghi 5 Yes 2 - -Shri Gireesh Sanghi 4 No 3 - -Shri Aditya Sanghi 4 Yes 5 - -Shri Alok Sanghi 5 No 5 - -Smt. Bina Engineer 5 Yes - - -Shri Sadashiv Sawrikar 5 Yes 1 - -Shri T. M. Jagan Mohan 4 Yes - - -Shri R. K. Pandey 5 No 12 4 2Shri C. S. V. Rao 1 No 1 - -Shri D. K. Kambale 5 No - - -Shri D. B. N. Rao 5 No 3 - -Shri N. B. Gohil 4 No - - -

* Excludes alternate directorships / directorships of private companies, foreign companies and companies under Section 25 of the Companies Act, 1956

# Includes only Audit Committee and Shareholders’ / Investors’ Grievance Committee.

3. Committees of the Board of Directors

� Audit Committee

Brief description of Terms of Reference

To oversee the Company’s financial reporting process and the disclosures of its financial information to ensure that the financial statement is correct, adequate and credible; to review 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 systems. The Committee periodically interacts with the internal auditors to review the manner in which the internal audit is carried out. The Committee also holds discussions with external auditors before the statutory audit commences on the nature and scope of audit and after the audit ascertains from them any area of concern.

The Committee also reviews the financial and risk management policies of the Company. The Committee has full access to financial data and to the Company’s staff. In accordance with the provisions of the Listing Agreement executed by the Company with the Stock Exchanges, the Committee also reviews the quarterly (un-audited) and annual financial statements before the same are submitted to the Board.

The composition, names of Members and record of attendance during the period, consisting of Independent Directors, is as under :

During the year ended 30th June, 2013, the Committee meetings were held on 28th August, 2012, 9th November, 2012, 14th February, 2013 and 11th May, 2013. The attendance of the Members was as follows :

Name of Director No. of Meetings held No. of Meetings attendedShri Sadashiv Sawrikar, Chairman 4 4Shri T M Jagan Mohan 4 3Shri R K Pandey 4 4



The Chairman & Managing Director and Executive Director (Finance) are the permanent invitees to the Audit Committee Meetings. The Company Secretary is the Secretary of the Committee and the representatives from Statutory Auditors and Internal Auditors attend the Audit Committee Meetings as invitees.

� Finance Committee


a. To review the adequacy of banking arrangements and cash management and to review and approve short term and long term investment transactions, including execution and modification 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 conditions of existing loans within the overall limits of the Board powers.

b. To 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.

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

d. To approach various lenders and creditors with proposals to settle the outstanding dues, etc., and to approve the execution of suitable agreements with the consenting creditors, etc.

e. To make recommendations to the Board relating to the capital structure and issuance of securities, etc., including the authority to approach Investors (Institutional/ Private) for infusion of funds by way of equity and to accept equity investment offers as may be received and which are suitable to the Company and to carry out effective execution of such capital infusion subject to such regulatory approvals as may be necessary.

The composition, names of Members and record of attendance during the period, consisting of Directors, is as under :

During the year ended 30th June, 2013, the Committee meetings were held on 28th August, 2012, 26th April, 2013 and 27th May, 2013. The attendance of the Members was as follows :

Name of Director No. of Meetings held No. of Meetings attendedShri Sadashiv Sawrikar, Chairman 3 3Shri Ravi Sanghi 3 3Smt. Bina Engineer 3 3

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

� Remuneration Committee


To review the overall compensation policy, service agreements and other employment conditions of the Managing / Executive 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 in and outside the industry and thereafter makes its recommendations to the Board in this regard.

The composition, names of Members, consisting of Independent Directors, is as under :

During the year ended 30th June, 2013, the Remuneration Committee Meeting was held on 28th August, 2012. The attendance of the Members was as follows :

Name of Director No. of Meetings held No. of Meetings attendedShri Sadashiv Sawrikar, Chairman 1 1Shri T. M. Jagan Mohan 1 1Shri D K Kambale 1 1



� Investor Service Committee:

Brief Description of Terms of Reference

It oversees redressal of shareholder and investor complaints, approves transfer and transmission of shares, authorises issue of duplicate share certificates; and generally deals with all matters in connection with all securities issued by the Company from time to time.

The composition, names of Members and record of attendance during the period, consisting of Directors, is as under :

The attendance of the Members was as follows :

Name of Director No. of Meetings held No. of Meetings attendedShri T. M. Jagan Mohan, Chairman* 20 19Shri Sadashiv Sawrikar 20 20Shri Ravi Sanghi 20 20

*Absent in meeting dated 14th February 2013 and Shri Sadashiv Sawrikar chaired the said meeting.

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

4. 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 / Executive Director(s) are paid remuneration as per the agreements entered into between them and the Company. The remuneration structure of the Managing Director / Executive Director(s) comprises of salary, perquisites and allowances, contributions to Provident Fund, Superannuation Fund, Gratuity, etc.

The salient features of the agreements executed by the Company with the Managing / Executive Directors are as under:Name of Director Shri Ravi Sanghi Shri Aditya Sanghi Shri Alok Sanghi Smt. Bina

EngineerShri N B Gohil

Designation Chairman & Managing Director

Executive Director

Executive Director

Executive Director

Executive Director

Period of Appointment or re-appointment

Five Years w.e.f. 01.10.2010

Five Years w.e.f.06.09.2012

Five Years w.e.f.06.09.2012

Three Years w.e.f.

06.09.2010

Three Yearsw.e.f.

22.12.2011Salary Grade As per the approval of the shareholdersPerquisites As per the rules of the CompanyMinimum Remuneration

Where in any financial year, the Company has no profits or its profits are inadequate, then the Company will pay remuneration by way of salary and perquisites in accordance with the provisions of Schedule XIII to the Companies Act, 1956.

Notice Period The agreements may be terminated by either party giving the other party six months notice in writing of such termination.

The details of salary and perquisites (including contribution to provident fund/superannuation fund, etc. if any) paid or debited to Profit and Loss account during the year ended 30th June, 2013 towards salary of Chairman & Managing Director and Executive Director(s) are as follows :

(` in crores)

Name of Director Shri Ravi Sanghi, Chairman & Managing Director

Other Executive Directors

Salary and Allowances 1.35 3.19Perks Nil NilCommission 0.23 0.35Company’s contribution to PF and 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 Chairman & Managing Director and Executive Directors for the period 2012 – 2013.

Non-Executive Directors

None of the Non-Executive Directors have any pecuniary interest or transactions with the Company, except receiving sitting fee of `4500 (Rupees Four Thousand Five Hundred Only) and incidental expenses of `3000 (Rupees Three Thousand Only) from the Company for attending the meetings of the Board/Audit Committee/Remuneration Committee of Directors.

During the year ended 30th June, 2013, the Company issued cheques/paid the following amount towards sitting fees and incidentals to the Directors for attending the Board / Audit Committee/Remuneration Committee Meetings: Name of Director Sitting Fees Amount

(`)Incidental Expenses

(`)Total Amount

(`)Shri D. K. Kambale 27000 18000 45000Shri D. B. N. Rao 22500 15000 37500Shri Gireesh Sanghi 18000 12000 30000Shri Sadashiv Sawrikar 45000 30000 75000Shri T. M. Jagan Mohan 36000 24000 60000Shri R. K. Pandey 40500 27000 67500Shri C. S. V. Rao 4500 3000 7500

5. Subsidiary Companies

The Company does not have any subsidiaries.

6. Particulars for investors Name and Designation of Compliance Officer: Shri Anil Agrawal - 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 has 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 had 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 30th June, 2013, no investor complaints were pending for redressal and all letters received in this regard have been replied to.

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.

7. General Body Meetings

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

Year Type of Meeting Date Venue Time2010 AGM 30.09.2010 Registered Office at Sanghinagar PO.

Hayatnagar Mandal, Ranga Reddy District,Andhra Pradesh – 501 511

09.30 a.m.

2011 AGM 17.12.2011 ..do.. 11.00 a.m.2012 AGM 25.09.2012 ..do.. 10.30 a.m.

No special resolution requiring a postal ballot was passed during the Financial Year 2012-13.

8. Disclosures

• Disclosures on materially significant related party transactions i.e., transactions of the Company of material nature, 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:



Particulars of the Related Party transactions are listed out in Note 29 of the Notes to Accounts of Annual Report. However, none of the transactions with any of the related parties were in conflict with the interests of the Company.

• Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchanges or Securities and Exchange Board of India or any statutory authority, on any matter related to capital markets during the last three years:

The Company has complied with the requirements of regulatory authorities on matters related to capital markets and no penalties/strictures have been imposed against the Company during the last three years.

• Disclosures of the compliance with mandatory requirements and adoption/non-adoption of non-mandatory requirements:

The Company has complied with all the mandatory requirements and adopted part of the non-mandatory requirements.• Disclosures of relationships between Directors inter-se: Shri Ravi Sanghi and Shri Gireesh Sanghi are brothers and Shri Aditya Sanghi and Shri Alok Sanghi are the sons of Shri

Ravi Sanghi. None of the other Directors have any relation inter-se.9. Means of Communication The Company publishes its financial results every quarter in leading newspapers such as Financial Express and Vaartha.

The results are also displayed on the Company’s website : www.sanghicement.com10. Cost Audit In accordance with the stipulation made by the Ministry of Corporate Affairs, New Delhi, directing the Company to get

the cost records audited, the Company had appointed M/s. N.D. Birla & Company, Cost Accountants, Ahmedabad as the Cost Auditors.

11. General Shareholder Information

Annual General MeetingDay, Date, Time and Venue

: Saturday, the 28th day of September, 2013 at 10.30 a.m.Sanghinagar PO., Hayatnagar Mandal,Ranga Reddy District,Andhra Pradesh – 501 511

Financial Year / Calendar• Results for first quarter ending 30th September, 2013• Results for second quarter ending 31st December, 2013• Results for third quarter ending 31st March, 2014

:::

On or before 15th November, 2013On or before 15th February, 2014On or before 15th May, 2014

Date(s) of Book Closure/ Record Date : 10th September, 2013 to 13th September, 2013 (both days inclusive)

Registered Office : Sanghinagar PO., Hayatnagar Mandal,Ranga Reddy District,Andhra Pradesh – 501 511

Phone, Fax, E-mail : Phone : 08415 – 242240Fax : 08415 – 242239E-mail: [email protected]

Plant Location : Sanghipuram,Village Motiber, Taluka Abdassa,District Kutch,Gujarat – 370 511

Registrar & Share Transfer Agent (RTA) and address : CIL Securities Limited,214, Raghava Ratna Towers,Chirag Ali Lane, Abids,Hyderabad – 500 001Phone : 040 – 2320 2465Fax : 040 – 2320 3028E-mail: [email protected]



Address for Investors Correspondence : Either to the Company at its registered office address or to the RTA

Listing on Stock Exchanges

Payment of Annual Listing Fee

Stock Code

Demat ISIN in NSDL and CDSL

::::

Bombay Stock Exchange Limited (BSE) andNational Stock Exchange of India Limited (NSE)Annual Listing Fee for the year 2013-14 has been paid to both the Exchanges.BSE – 526521NSE – SANGHIINDINE999B01013

� Monthly High and Low Quotation of Shares traded on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) for 2012-13:Sl. No. Month BSE NSE

High Low High Low1 July-2012 16.90 13.45 17.20 12.302 August 19.80 13.20 20.20 13.503 September 21.70 16.20 23.00 14.654 October 28.35 18.55 28.25 16.155 November 26.95 21.10 27.50 21.006 December 25.45 21.10 26.35 21.107 January - 2013 23.65 18.05 23.50 18.408 February 26.00 17.50 25.00 17.509 March 18.85 13.65 20.00 13.70

10 April 18.00 14.75 18.00 14.1011 May 20.00 16.30 19.80 16.1012 June 17.85 15.60 17.85 15.60

� Distribution of shareholding as on 30th June, 2013 : 9245 shareholders held 21,99,79,000 equity shares of `10/- eachSlab No. of Shareholders No. of Shares

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

1 – 500 7035 76.10 1328022 0.60501 – 1000 938 10.15 767427 0.351001 – 2000 512 5.54 805703 0.372001 – 3000 199 2.15 516772 0.233001 – 4000 106 1.15 379900 0.174001 – 5000 105 1.14 495061 0.235001 – 10000 142 1.54 1049701 0.4810001 – and above 208 2.25 214636414 97.57Total 9245 100.00 219979000 100.00

� Distribution of Equity Shareholding according to categories of shareholders as on 30th June, 2013Category No. of Shares Amount (in `) % to totalPromoter GroupIndividuals along with Persons Acting in Concert

13,42,48,007 134,24,80,070 61.03

Publica) Foreign Institutional Investors 20,29,365 2,02,93,650 0.92b) Foreign Financial Institutions 56,69,585 5,66,95,850 2.58c) Non-resident Indians / OCBs 11,28,200 1,12,82,000 0.51d) Others 7,69,03,843 76,90,38,430 34.961. Total 21,99,79,000 219,97,90,000 100.00

� Share Transfer System:

The Company/Registrar and 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, provided the documents are found in order.



� 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).

As on 30th June, 2013, 94.61% of the Equity Share Capital, representing 20,81,19,666 shares were held in depository mode.

� Investor Relations:

All the queries received from shareholders during the year ended 30th June 2013 have been responded. The queries are generally replied to within a maximum of 21 days of their receipt by the Company/RTA depending upon the criticality of issue involved.

� 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 Secretarial Department 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.

DeclarationPursuant to the provisions of Clause 49 of the Listing Agreement executed by the Company with the Stock Exchanges, and according to the information provided/available, this is to confirm that all the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Company for the Financial Year 2012-2013.


AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofSanghi Industries Limited

We have examined the compliance of conditions of Corporate Governance by Sanghi Industries Limited for the year ended on 30th June, 2013 as stipulated in clause 49 of the Listing Agreement executed by 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 AccountantsFirm Registration No.000181S Firm Registration No.103523W S. Brij Kumar Prashant M. MaharishiPartner PartnerMembership No.19357 Membership No.41452Place : MumbaiDate : August 27, 2013



INDEPENDENT AUDITORS’ REPORT

ToThe Members ofSanghi Industries Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Sanghi Industries Limited (“the Company”), which comprise the Balance Sheet as at June 30, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence, we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 June 30, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;



b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Compan ies Act, 1956;

e. On the basis of written representations received from the directors as on June 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For Ankit & Co. For Haribhakti & Co.Chartered Accountants Chartered AccountantsFirm Registration No. 000181S Firm Registration No. 103523W S. Brij Kumar Prashant M. MaharishiPartner PartnerMembership No.19357 Membership No.41452 Place : MumbaiDate : August 27, 2013



ANNEXURE TO AUDITORS’ REPORT[Referred to in paragraph Report on Other Legal and Regulatory Requirements of the Auditors’ Report of even date to the members of Sanghi Industries Limited on the financial statements for the year ended June 30, 2013]

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

(b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

(ii) (a) The inventory has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) As informed, 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. Accordingly, the provisions stated in paragraph 4(iii) (b), (c) and (d) of the order are not applicable.

(b) As informed, 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. Accordingly, the provisions stated in paragraph 4 (iii) (f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system 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 and services. During the course of our audit, we have not observed any continuing failure to correct weakness in internal control system of the company.

(v) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, investor education and protection fund, income tax, wealth tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:



Name of the statute Nature of dues Amount (` in Crore)

Period to which the amount relates

Forum where dispute is pending

Central Excise Act,1944

Customs Act, 1962

Excise

Customs42.601.52

Various yearsVarious years

Customs, Excise & Service tax Appellate Tribunal

Service Tax Act, 1944 Service Tax 6.76 Various years Customs, Excise & Service tax Appellate Tribunal

Electricity Act, 1994 Electr.Duty 3.30 Various years Gujarat High CourtBombay Land Revenue Code, 1879

Land Revenue on Leasehold Land

1.17 Various years Gujarat High Court

The Income Tax Act 1961 Penalty 0.64 2010-11 CIT (A)The Income Tax Act 1961 Tax 0.99 2006-07 CIT (A)

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) As per the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or financial institutions during the year as per arrangements. The Company has not borrowed any sums through debentures.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, no debentures have been issued by the company during the year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Ankit & Co. For Haribhakti & Co.Chartered Accountants Chartered AccountantsFirm Registration No. 000181S Firm Registration No.103523W S. Brij Kumar Prashant M. MaharishiPartner PartnerMembership No.19357 Membership No.41452 Place : MumbaiDate : August 27, 2013



BALANCE SHEET AS AT JUNE 30, 2013(` in Crores)

Particulars Note 30.06.2013 30.06.2012I. EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 2 296.21 300.17(b) Reserves and surplus 3 619.96 574.08

2 Non-current liabilities(a) Long-term borrowings 4 451.12 742.82(b) Long-term provisions 5 4.88 2.75

3 Current liabilities(a) Short-term borrowings 6 38.28 25.40(b) Trade Payables - Refer Note No. 26 56.87 67.88(c) Other current liabilities 7 411.43 234.75(d) Short-term provisions 8 2.44 2.16TOTAL 1,881.19 1,950.01

II. ASSETSNon-current assets

1 (a) Fixed assets(i) Tangible assets 9 1,381.49 1,374.28(ii) Capital work-in-progress 9 54.57 155.12

(b) Deferred tax assets (net) 27 53.97 53.97(c) Long-term loans and advances 10 137.30 147.57(d) Other non-current assets 11 1.10 1.06

2 Current assets(a) Inventories 12 211.24 178.88(b) Trade receivables 13 25.05 18.50(c) Cash and cash equivalents 14 2.35 6.01(d) Short-term loans and advances 15 14.12 14.62(e) Other current assets - -TOTAL 1,881.19 1,950.01

Notes Forming part of Financial Statements 1-36

As per our Report of even date attached

For Ankit & Co., Chartered AccountantsFRN 000181S

For Haribhakti & Co., Chartered AccountantsFRN 103523W

For and on behalf of the Board of Directors

Ravi Sanghi - Chairman and Managing DirectorS. Brij KumarPartnerMem. No. 19357

Prashant Maharishi PartnerMem. No. 41452

Gireesh Sanghi - DirectorAditya Sanghi - Executive DirectorAlok Sanghi - Executive DirectorBina Engineer - Executive DirectorN.B.Gohil - Executive DirectorD. K. Kambale - DirectorSadashiv Sawrikar - DirectorD.B.N.Rao - DirectorR. K. Pandey - DirectorT.M. Jagan Mohan - Director

Place : MumbaiDate : August 27, 2013

Anil Agrawal - Company Secretary



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED JUNE 30, 2013(` in Crores)

Particulars Note 30.06.2013 30.06.2012I. Revenue from Operations 16 1,055.02 974.07II. Other income 17 12.13 10.28III. Total Revenue (I + II) 1,067.15 984.35IV. Expenses:

Raw Material consumed 18 52.37 40.98Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

19 (33.23) 3.41

Employee benefits expense 20 42.28 33.95Power and fuel 259.14 292.20Freight forwarding and other selling expenses 21 337.64 262.81Other expenses 22 195.94 154.86Finance Cost 23 14.90 24.89Depreciation and amortization expense 9 145.35 98.06Total expenses 1,014.39 911.16

V. Profit before tax (III- IV) 52.76 73.19VI Tax expense:

(1) Current tax 6.70 -(2) Deferred tax 27 - (8.68)(3) Mat Credit entitlement 0.18 -

VII Profit (Loss) for the period from continuing operations (V-VI) 45.88 81.87Balance Carried to Balance Sheet 45.88 81.87

VIII Earnings per equity share: Basic and Diluted 25 2.09 3.72

Notes Forming part of Financial Statements 1-36












CASH FLOW STATEMENT FOR THE YEAR ENDED 30TH JUNE 2013(` in Crores)

30.06.2013 30.06.2012

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax 52.76 73.20

Adjustments for:

Depreciation and amortisation 145.35 98.06

Non-Cash Miscellaneous Expenditure written off - 4.17

Interest Income (1.16) (0.26)

Interest and other Financial Charges 14.90 24.89

Operating Profit before Working Capital Changes 211.85 200.06

Adjustments for:

(Increase)/Decrease in Inventories (32.36) (56.98)

(Increase)/Decrease in Debtors (6.55) (14.85)

(Increase)/Decrease in Operating Current Assets and Long term Loans and Advances (24.53) (30.06)

Increase/(Decrease) in Trade Creditors (11.02) 9.17

Increase/(Decrease) in Long Term Provisions 2.12 (0.27)

Increase/(Decrease) in Current Liabilities and Provisons 16.80 2.71

Cash from operating activities 156.31 109.78

Income Taxes paid (0.81) (1.17)

Net Cash from operating activities 155.50 108.61

B. CASH FLOW FROM INVESTING ACTIVITIES:

Additions of Fixed Assets (36.16) (20.83)

Sale of Fixed Assets 0.52 2.27

Interest Received 1.11 2.71

Net Cash used in investing activities (34.53) (15.85)

C. CASH FLOW FROM FINANCING ACTIVITIES:

Movement in Working Capital Borrowing 12.89 (2.63)

Long term borrowings 66.13 4.42

Repayment of long term borrowings (180.04) (76.08)

Interest and other Financial Charges (19.35) (11.40)

Payment towards OCCPPS (3.96) (4.65)

Cash from Financing activities (124.33) (90.34)



30.06.2013 30.06.2012

NET INCREASE/(DECREASE) IN CASH AND

CASH EQUIVALENTS ( A+B+C) (3.36) 2.42

Cash and Cash equivalents (Opening Balance) 3.90 1.48

Cash and Cash equivalents (Closing Balance) 0.54 3.90

Components of Cash and Cash Equivalents

Cash and Cheques on hand 0.24 0.33

Bank Balances 0.30 3.57 0.54 3.90










(` in Crores)



Note : 1 (a) : ABOUT THE COMPANY

Sanghi Industries Limited is engaged in the manufacturing and marketing of cement and cement products in domestic and export market. The Company’s manufacturing facilities are at Sanghipuram, Gujarat. Equity shares of the Company are listed on The National Stock Exchange and Bombay Stock Exchange.

Note : 1 (b) : SIGNIFICANT ACCOUNTING POLICIES

1. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Differences between actual results and estimates are recognized in the period in which the results are known / materialized.

2. The accounts are prepared on historical cost convention and in compliance with the Generally Accepted Accounting Principles in India and in all material respect with the Accounting Standards notified under The Companies Accounting Standards Rule 2006 and the relevant provision of The Companies Act, 1956.

3. Significant Accounting Policies adopted in preparation of financial statements are constant with those of previous years, unless otherwise stated, and are as under:-

a) The Company is recognizing income and expenditure on accrual basis.

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

c) Depreciation on Fixed assets is provided on straight line method at the rates provided in Schedule XIV of the Companies Act, 1956 except where the useful life is different as certified by technical valuer. Cement manufacturing plant is considered as continuous process plant.

d) Foreign Currency transactions are initially recognized at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated into rupees at exchange rate prevailing on the date of Balance Sheet. All exchange differences are dealt with in the Statement of Profit & Loss 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 as per MCA notification dated December 29, 2011, Para 46A,GSR_914 for accounting period starting from 01.04.2011.

e) Inventory and its valuation:

i) Finished and semi-finished goods are valued at lower of cost and net realizable value.

ii) Raw Materials, Consumables, Stores, Packing Material and Work-in-Progress are valued at lower of cost and net realizable value. However, these items are considered to be realisable at cost, if the finished products, in which they will be used, are expected to be sold at or above cost.

iii) Cost is determined on a weighted average basis.

f) 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 Statement of Profit and Loss.

iv) Defined Contribution Plans: Contributions payable to the recognized Provident Fund which are defined contribution schemes are charged to the statement of profit and loss.



g) Borrowing Cost :

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets, wherever applicable, till the assets are ready for their intended use. A qualifying asset is one which necessarily takes substantial period to get ready for intended use. All other borrowing costs are charged to revenue account.

h) Revenue Recognition :

i) Sales are recognized on delivery of goods.

ii) Export Incentives and insurance claims are recognized when the right to receive materializes and there is no significant uncertainty regarding realization of the claims.

iii) Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

iv) Dividend Income is accounted for in the year in which the right to receive the same is established.

i) Provisions, Contingent Liabilities and Contingent Assets :

A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on management estimate required to settle the obligation at the balance sheet date and adjusted to reflect the current management estimates.

No provision is recognized for any possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events and not wholly within the control of the Company; or any present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or a reliable estimate of the amount of obligation cannot be made. Such obligations are recorded as contingent liabilities. These are assessed continually and only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made. Contingent assets are not recognized in the financial statements since this may result in the recognition of income that may never be realized.

j) Taxation :

a) Income-tax expense comprises current tax and deferred tax charge or credit. Provision for current tax is made on the basis of the assessable income at the tax rate applicable to the relevant assessment year.

b) Deferred tax asset and deferred tax liability are calculated by applying tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets on account of timing differences are recognized, only to the extent there is a reasonable certainty of its realization. Deferred tax assets are reviewed at each Balance Sheet date to reassure realization.

c) MAT credit asset is recognized and carried forward only if there is a reasonable certainty of it being set off against regular tax payable within the stipulated statutory period.

k) Impairment of Fixed Assets :

a) The carrying amounts of assets are reviewed at each balance sheet date, if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

b) After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.



c) A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

l) Earning per Share :

The Company reports basic and diluted Earnings Per Share in accordance with Accounting Standard 20 on ‘Earnings Per Share’. Basic earnings per share are computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period adjusted for the effects of all diluted potential equity shares except where the results are anti-dilutive.

m) Segment Reporting :

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. The Company is engaged mainly in the business of manufacture of cement. This, in the context of Accounting Standard 17 on Segment Reporting are considered to constitute a single primary segment. Further, the sales of the Company are made primarily in a domestic market and a small proportion is exported. The geographical segments identified on this basis have been reported as the secondary segment.

NOTE 2 : SHARE CAPITAL

Share Capital As at 30.06.2013 As at 30.06.2012 Number (` in Crores) Number (` in Crores)

Authorised

Equity Shares of `10/- each 275,000,000 275.00 275,000,000 275.00

Preference shares of `100/- each 27,500,000 275.00 27,500,000 275.00

Total 302,500,000 550.00 302,500,000 550.00

Issued

Equity Shares of `10/- each Fully Paid Up 219,979,000 219.98 219,979,000 219.98

Redeemable preference shares of face value ` 100/- each 8,484,230 84.84 8,484,230 84.84

Total 228,463,230 84.84 228,463,230 84.84

Subscribed & Paid up

Equity Shares of `10/- each Fully Paid Up 219,979,000 219.98 219,979,000 219.98

Redeemable Preference Shares of face value `100/- each, balance paid up `89.85 (Previous Year paid up `93.11)

8,484,230 76.23 8,484,230 80.19

Total 228,463,230 296.21 228,463,230 300.17

a. Terms / Rights attached to equity shares

The Company has only one class of equity shares having a par value of `10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuring Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.



b. Terms of redemption of Redeemable Preference Shares

Preference Shares are redeemable in stepped up quarterly instalments from June 2011 to June 2018.

c. Reconciliation of shares outstanding at the beginning and at the end of the year

Particulars Equity Shares Preference Shares

Number (ìn Crores) Number (ìn Crores)

Shares outstanding at the beginning of the year 219,979,000 219.98 8,484,230 80.19

Shares Issued during the year - - - -

Shares repaid during the year - - - 3.96

Shares outstanding at the end of the year 219,979,000 219.98 8,484,230 76.23

d. Details of shareholders holding more than 5 % of the share capital

Name of Shareholder As at 30.06.2013 As at 30.06.2012No. of Shares

held% of Holding No. of Shares

held% of Holding

Equity shares Samruddhi Investors Services Private Limited 21,916,757 10% 10,998,950 5%Preference sharesDena Bank Ltd - - 4,490,000 53%IDBI Bank Limited 2,700,000 32% 2,700,000 32%Sangam Investors Services Pvt Ltd 5,408,140 64% 918,140 11%

NOTE 3 RESERVES AND SURPLUS

As at 30.06.2013 As at 30.06.2012 (ìn Crores) (ìn Crores)

a. Securities Premium Reserve Opening Balance 49.82 49.82 Add : Securities premium credited on Share issue - - Less : Premium Utilised for various reasons - - Closing Balance 49.82 49.82

b. Capital Redemption Reserve Opening Balance 3.29 - Add : Transfer from Surplus 5.32 3.29 Closing Balance 8.61 3.29

c. Surplus Opening balance 520.97 442.39 (+) Net Profit/(Net Loss) For the current year 45.88 81.87 (-) Capital Redemption Reserve 5.32 3.29 Closing Balance 561.53 520.97

Total 619.96 574.08



NOTE 4 : LONG TERM BORROWINGSLong Term Borrowings As at 30.06.2013 As at 30.06.2012

(`in Crores) (`in Crores)Term loans - SecuredFrom Banks 160.78 116.05From Others 476.10 694.59

Total 636.88 810.64(Of the above `448.33 Cr. is personally guaranteed by some Directors and / or others Previous Year `740.25 Cr.) Less : Current Maturities of Long Term Borrowing (Refer Note No. 7) 185.76 67.82

Total 451.12 742.82

Terms of Borrowing from Banks

Security Repayment Terms Rate of Interest (` in Crores)

Paripasu Charge on some of the Fixed Assets and personal guarantee by some of the directors and others

Stepped up quarterly instalment

NIL 151.09


Stepped up quarterly instalment

14% 9.70

Terms of Borrowing from Others

Security Repayment Terms Rate of Interest (` in Crores)


Monthly Instalments NIL 473.28

Hypothecation of car and some of the movable equipments Monthly Instalments Various 2.82

NOTE 5 : LONG TERM PROVISIONS

Long Term Provisions As at 30.06.2013 As at 30.06.2012

(` in Crores) (` in Crores)

Provision for employee benefits

Gratuity 3.29 1.83

Compensated Absences 1.59 0.92

Total 4.88 2.75



NOTE 6 : SHORT TERM BORROWINGS

Short Term Borrowings As at 30.06.2013 (` in Crores)

As at 30.06.2012 (` in Crores)

Secured

Loans repayable on demand

Working capital loans from banks 38.28 25.40

Secured against hypothecation of current assets of the Company, 2nd charge on some of the fixed assets of the company and guaranteed by some of the directors of the Company and pledge of shares of promoters. Rate of Interest is 3.5% over base rate.

Total 38.28 25.40

NOTE 7 : OTHER CURRENT LIABILITIESOther Current Liabilities As at 30.06.2013 As at 30.06.2012

(` in Crores) (` in Crores) (` in Crores) (` in Crores)

(a) Current maturities of Long-Term Borrowings 185.76 67.83

(b) Interest accrued but not due on Borrowings 23.45 25.92

(c) Interest accrued and due on Borrowings - 0.23

(d) Advance received from Customers 8.27 8.38

(e) Other payables includes 193.95 132.39

Security Deposits 18.07 16.51

Provision for Expenses 45.96 44.77

Payable for Capital Goods 9.39 52.19

Salary payable 3.14 2.87

Statutory dues 41.86 10.22

Provision for tax (Net of advance tax) 1.07 -

Others 74.46 5.83

Total 411.43 234.75

NOTE 8 : SHORT TERM PROVISIONS

Short Term Provisions As at 30.06.2013 As at 30.06.2012


Provision for employee benefits

Gratuity 0.12 0.08

Compensated Absences 0.07 0.10

Others (LTA and Exgratia) 2.25 1.98

Total 2.44 2.16



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NOTE 10 : LONG TERM LOANS AND ADVANCESLong Term Loans and Advances As at 30.06.2013 As at 30.06.2012

(` in Crores) (` in Crores) (` in Crores) (` in Crores)a. Capital AdvancesUnsecured, considered good 17.85 17.35b. Other loans and advancesUnsecured, considered good Includes 119.45 130.22Deposit with Government Department 49.17 46.66MAT Credit Entitlement 37.13 - 37.30 -Advances to employees 0.05 0.18others 33.10 46.08

Total 137.30 147.57

NOTE 11 OTHER NON-CURRENT ASSETSOther Non-Current Assets As at

30.06.2013As at

30.06.2012 (` in Crores) (` in Crores)

Bank deposits with more than 12 months maturity 1.10 1.06 Total 1.10 1.06

NOTE 12 INVENTORIESInventories As at

30.06.2013As at


a. Raw Materials and components 6.35 4.01b. Fuel Stock 46.79 56.63c. Work-in-progress 0.93 0.79d. Finished goods 75.38 42.29e. Stores and spares 81.79 75.16

Total 211.24 178.88

(Inventories are valued at lower of Cost or net realisable value.)

NOTE 13 : TRADE RECEIVABLESTrade Receivables As at

30.06.2013As at


Trade receivables outstanding for a period less than six months from the date they are due for paymentUnsecured, considered good 25.05 18.50

Total 25.05 18.50



NOTE 14 : CASH AND CASH EQUIVALENTS

Cash and cash equivalents As at 30.06.2013

As at 30.06.2012


a. Cash on hand 0.24 0.33

b. Balances with banks

In Current Account 0.30 3.57

Fixed Deposits lying with banks as margin money against Letter of Credit and Bank Guarantee

1.81 2.11

Total 2.35 6.01

NOTE 15 : SHORT TERM LOANS AND ADVANCES

Short-term loans and advances As at 30.06.2013 As at 30.06.2012

(` in Crores) (` in Crores) (` in Crores) (` in Crores)

Loans and advances to others

Unsecured, considered good Includes 14.12 14.62

Advance to suppliers 11.84 11.88

Others 2.28 2.74

Total 14.12 14.62

NOTE 16: REVENUE FROM OPERATIONS

Particulars For the year ended 30.06.2013

For the year ended 30.06.2012


Sale of products 1,166.29 1,064.33

Less:

Excise duty 111.27 90.26

Total 1,055.02 974.07

NOTE 17 : OTHER INCOMEParticulars For the

year ended 30.06.2013


(` in Crores) (` in Crores)Interest Income 1.16 0.26

Foreign exchange gain 2.61 2.58

Other non-operating income 8.36 7.44

Total 12.13 10.28



NOTE 18 : RAW MATERIAL CONSUMED




Raw Material consumed

I) Lime Stone 27.37 24.77

ii) Gypsum 9.84 3.74

iii) Other Raw materials 15.16 12.47

Total 52.37 40.98

NOTE 19 : CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE




Closing Inventories

Work-in-progress 0.93 0.79

Finished Goods 75.38 42.29

76.31 43.08

Opening Inventories

Work-in-progress 0.79 0.87

Finished Goods 42.29 45.62

43.08 46.49

Add : Decrease / (Increase) in inventories (31.13) 6.18

Add : Decrease / (Increase) in excise duty on inventories (2.09) (2.77)

Total (33.23) 3.41

NOTE 20 : EMPLOYEE BENEFITS EXPENSE




Salaries and Wages and Bonus 40.77 32.47

Contribution to Provident and Other funds 0.97 1.02

Staff Welfare Expenses 0.54 0.46

Total 42.28 33.95



NOTE 21: FREIGHT FORWARDING AND OTHER SELLING EXPENSES




Freight outward 278.94 208.23

Stevedoring expenses 17.71 19.43

Port and shipping expenses 3.40 0.64

Sales promotion expenses 33.88 32.03

Other selling expenses 3.71 2.48

Total 337.64 262.81

NOTE 22 : OTHER EXPENSES




Manufacturing expenses

Stores and Spares 56.59 47.75

Repairs and Maintenance 39.34 36.49

Other manufacturing expenses 10.61 13.09

Other expenses

Advertisement 2.71 1.81

Audit Fees (Refer Footnote) 0.22 0.20

Conveyance and Travelling 4.32 3.41

Membership, Subscriptions, Books and Periodicals 0.11 0.29

Consultancy, Legal and Professional Charges 4.49 2.69

Insurance 3.13 3.78

Other administrative expenses 5.83 9.51

Postage, Telephone and Telex 0.64 0.77

Printing and Stationery 0.16 0.17

Vehicle Running Expenses 0.99 1.22

Rent ,Rates, Taxes and Fees 1.71 2.52

VAT and CST expenses 65.09 31.16

Total 195.94 154.86



FOOTNOTE: PAYMENTS TO AUDITORS




Payment as Auditors 0.15 0.15

For taxation matters 0.05 0.05

For Other Services 0.02 -

Total 0.22 0.20

NOTE 23: FINANCE COST




Interest expense 14.20 23.59

Other borrowing costs 0.70 1.30

Total 14.90 24.89

NOTE 24 CONTINGENT LIABILITIES AND COMMITMENTS

The claims against the Company not acknowledged as debt amount to `152.94 crore (Previous year `118.14 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 `51.33 crore (Previous Year `49.11 crore) with respective authorities as deposit. (` in Crore)

30.06.2013 30.06.2012

Excise and Service tax 103.37 98.19

Sales Tax 1.76 1.76

Debt Recovery Tribunal 11.21 11.21

State Government 34.26 4.47

Commercial 2.34 2.51

Total 152.94 118.14

Estimated amount of contracts remaining to be executed on capital account and not provided for is NIL. (Previous year `0.82 crore – Net of advances )

NOTE 25 EARNING PER SHARE

Particulars 2012-13 2011-12

(i) Profit/ (Loss) after Tax as per Statement of Profit and Loss (` Crore) 45.88 81.87

(ii) Weighted average number of equity shares (number) 21,99,79,000 21,99,79,000

(iii) Basic and diluted Earnings per share in ` (Face Value: ` 10/- per share) 2.09 3.72



NOTE 26 DISCLOSURE REQUIREMENT UNDER MICRO, SMALL AND MEDIUM ENTERPRISES ACT, 2006

Current year (` Crore)

Previous year (` Crore)

(i) Principal amount outstanding of Micro, Small and Medium enterprises 0.91 Nil(ii) Interest on the overdue amount Nil Nil

During the year, no interest was due or paid to such parties. The identification of MSME has been determined, based on the information provided by the parties and available with the Company. The same has been relied upon by auditors.

NOTE 27 For recognition of Deferred Tax Asset (DTA) where the Company has unabsorbed depreciation under Income Tax Act, 1961; the virtual certainty of realisation of such assets is prescribed as a criteria in AS 22. For the current year, the Company has not recognized such DTA in the accounts on prudent basis.

(` In Crore)

Deferred Tax Liability / (Asset)

Current Year Charge / (Credit)

Deferred Tax Liability / (Asset)

as on 30.06.2012 as on 30.6.2013Deferred Tax Liabilities ( DTL)Difference between Tax Depreciation and Book Depreciation

33.61 - 33.61

Total DTL A 33.61 - 33.61Deferred Tax Assets (DTA)Unabsorbed Depreciation (87.58) - (87.58)Total DTA B (87.58) - (87.58)Deferred Tax (Asset) / Liability (Net) A+B (53.97) - (53.97)

NOTE 28 SEGMENT REPORTING

The Company is in the business of manufacturing and sale of cement and clinker which is considered to constitute one single primary segment. In respect of geographical segments:

(` In Crore)

Revenue For the year ended 30.06.2013


Domestic 1,039.37 951.43Export 15.65 22.64Sales (net of excise duty) 1,055.02 974.07

All the assets of the Company except the debtors for export and other receivables amounting to `NIL (30.06.2012: `0.31 crore) are within India.

NOTE 29 RELATED PARTY DISCLOSURE:

a. Key Management Personnel:

i. Mr. Ravi Sanghi – Chairman and Managing Director

ii. Mr. Aditya Sanghi – Whole Time Director

iii. Mr. Alok Sanghi – Whole Time Director

iv. Mrs. Bina Engineer – Whole Time Director

v. Mr. N.B. Gohil – Whole Time Director



b. As certified by the management, there are no subsidiaries or associate companies.

DETAILS OF DIRECTORS’ REMUNERATION (` in Crore)



i. Salary 4.54 2.60ii. Perquisites - -iii. Contribution to Provident Fund/Superannuation Fund - -iv. Sitting Fee 0.02 0.02 Sub Total 4.56 2.62v. Commission 0.58 0.74 Total 5.14 3.36

(` in Crore)

Determination of Profit and Eligible Directors’ Remuneration as per S.349 and S.309 of the Companies Act 1956

Profit After Tax excluding Directors’ Remuneration 51.00

Add : Depreciation as per Profit and Loss Act 145.35

Add : Credit for MAT 0.18

Less :Depreciation u/s. 350 (145.35)

Eligible Profit u/s 349 51.18

Commission Payable 0.58

Maximum limit for Directors’ remuneration @10% (excluding sitting fees) 5.12

Remuneration taken to Profit and Loss Account

Salary and perquisites 4.54

Commission as above 0.58

NOTE 30 OPERATING LEASE (` in Crore)

Company as a Lessee 30.06.2013 30.06.2012

Minimum Lease Payment

Not later than one year 0.36 0.39

Later than one year and not later than five years - 0.36

Later than Five years - -

Total 0.36 0.76

Company as a Lessor

Minimum Lease Receipt

Not later than one year 0.12 0.12

Later than one year and not later than five years 0.45 0.45

Later than Five years - -

Total 0.57 0.57



NOTE 31 Foreign currency exposure not hedged are as follows: (Mn)

Particulars Currency As on 30.06.2013

As on 30.06.2012

Outstanding Borrowings USD 34.00 38.00Trade Receivables USD - 2.25Trade Creditors USD 1.01 -

NOTE 32 Other Expenses include `2.01 Crore pertaining to prior period expenses (Previous year NIL).

NOTE 33 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):

A. Production

30.06.2013 30.06.2012 Production Clinker (MT) 2,241,464 2,027,656 Cement ( MT) 2,242,573 2,113,206

B. Stock and TurnoverParticulars 30.06.2013 30.06.2012

Qty( MT )

Value(` in Crore)

Qty( MT )

Value(` in Crore)

i. Finished Goods Opening Stock Clinker 129,573 30.62 193,724 37.26 Cement 36,055 11.67 28,728 8.37 Closing Stock Clinker 278,138 55.02 129,573 30.62 Cement 69,142 20.36 36,055 11.67ii Turnover (Gross) Clinker 92,956 24.10 202,165 53.83 Cement* 2,209,486 1142.19 2,105,879 1010.50* includes self consumption and shortage 2140 MT (P.Y. 1,476 MT)

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

30.06.2013 30.06.2012Qty (MT) Value Qty (MT) Value

Limestone 3,211,107 27.37 2,933,469 24.77Gypsum 66,472 9.84 99,906 3.74

D. CIF Value of Imports(` in Crore)

30.06.2013 30.06.2012

Raw material, Stores, Spares and Capital Goods 25.84 4.84



E. Earnings in Foreign Currency(` in Crore)

30.06.2013 30.06.2012 FOB Value of Export 15.64 22.64

F. Expenditure in Foreign Currency (` in Crore)

30.06.2013 30.06.2012Interest, Foreign Travel, Consultancy, Commission, etc 2.46 7.46

Note 34 Raw Material and Stores Consumption

30.6.2013 30.6.2012a. Raw Material Consumed: (` in Crore) % (` in Crore) % (i) Imported 3.46 6.61 - - (ii) Indigenous 48.91 93.29 40.98 100.00 Total 52.37 100.00 40.98 100.00b. Stores and spares Consumed: (i) Imported 6.08 10.74 4.84 10.14 (ii) Indigenous 50.52 89.26 42.91 89.86 Total 56.60 100.00 47.75 100.00

Note 35 Employee Defined Benefits: As per Actuarial Valuation in accordance with Revised accounting Standard 15 as on June 30, 2013 (` in Crore)

Particulars 30.06.2013 30.06.2012

Gratuity Leave Encashment

Gratuity Leave Encash ment

I. Expense recognized in the Statement of Profit and Loss for the year ended June 30, 2013

1. Current Service Cost 0.44 0.20 4.16 0.21

2. Interest Cost 0.20 0.09 0.17 0.10

3. Employee Contributions - - - -

4. Expected Return on Plan Assets - - - -

5. Actuarial (Gains)/Losses 0.61 0.54 (3.88) (0.30)

6. Past Service Cost - - - -

7. Settlement Cost - - - -

8. Losses/(gains) on acquisition / divesture - - - -

9. Total Expense 1.25 0.83 0.45 0.01



Particulars 30.06.2013 30.06.2012

Gratuity Leave Encashment

Gratuity Leave Encash ment

II. Net Asset / (Liability) recognized in the Balance Sheet as at June 30, 2013

1. Present Value of Defined Benefit Obligation

3.41 1.67 2.37 1.04

2. Fair Value of Plan Assets - - - -

3. Funded Status [Surplus/Deficit] - - - -

4. Net Asset/(Liability) as at June 30, 2013 3.41 1.67 2.37 1.04

III. Other Particulars

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

2.37 1.04 2.02 1.27

2. Current service Cost 0.44 0.20 4.16 0.21

3. Interest Cost 0.20 0.09 0.17 0.10

4. Settlement Cost - - - -

5. Past Service Cost - - - -

6. Employee Contribution - - - -

7. Liabilities assumed on acquisition / (settled on divesture)

- - - -

8. Actuarial (Gains)/Losses 0.61 0.54 (3.88) (0.30)

9. Benefits Payments (0.21) (0.20) (0.11) (0.24)

10. Sick Leave - - - -

11. Present Value of Defined Benefit Obligation at the end of the period

3.41 1.67 2.37 1.04

IV. Actuarial Assumption:

1. Discount Rate 7.75 % p.a ( P.Y. 8.50 % p.a.)

2. Salary Escalation 6 % p.a (P.Y. 6 % p.a.)

3. Mortality Rate Indian Assured Lives Mortality (2006-08) Ultimate (P.Y. LIC 1994-96) Ultimate

Particulars 2010-11 2011-12 2012-13

Defined benefit obligations 2.02 2.37 3.41

Fair Value of Plan Assets - - -

Surplus / (deficit) (0.23) (3.88) (0.61)

Expected adjustments on planned Liabilities (Gains) / Losses (0.16) (3.88) 0.36

Expected adjustments on planned Assets - - -



Note 36 The previous year’s figures have been regrouped/reclassified wherever necessary to conform with current year’s classification.

Signatories to Note No. 1 to 36










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