The Members of M/s. Sanghi Industries Limited
 
 The  Directors take pleasure in presenting the 24th Annual Report
 together with the audited financial statements for the fifteen month
 period ended 30th June, 2011.
 
 Financial Results                                       (Rs in crore)
                                              2010-2011       2009-2010
                                             (15 months)
 
 Net Income                                     908.45         674.51
 
 Profit before Interest, Depreciation 
 and Taxation                                   158.02         182.96
 
 Interest                                        97.64          83.40
 
 Operating Profit                                60.37          99.56
 
 Depreciation and Amortisation                  107.42          81.28
 
 Profit / (Loss) Before Tax (PBT)               (47.05)         18.28
 
 Less : Provision for Tax
 
 a)  Current Income Tax                            -             3.10
 
 b)  Fringe Benefit Tax                            -               -
 
 c)  Deferred Tax (net)                         (14.40)        (39.66)
 
 d)  MAT Credit Entitlement                      (3.10)        (34.20)
 
 Profit / (Loss) After Tax (PAT)                (29.55)         89.04
 
 Profit carried to Balance Sheet                442.39         471.93
 
 
 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, 2011 and of the loss 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 fifteen month
 period ended 30th June, 2011 on a ''going concern'' basis.
 
 Board of Directors
 
 Shri S. C. Kuchhal, the Chairman of your Board had passed away on 27th
 June, 2011 after a long association spanning more than a decade with
 the Company. Your Board wishes to place on record its deep appreciation
 of his keen interest and valuable contribution made during his tenure
 as a Director and Chairman of the Company.
 
 Shri Anand Prakash Sanghi, Shri Sudhir Sanghi and Shri T. M. Jagan
 Mohan, Directors retire by rotation.
 
 Shri D. K. Kambale was appointed as an Additional Director of the
 Company and holds office up to the date of the ensuing Annual General
 Meeting and is eligible for appointment as a Director of the Company.
 
 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.
 
 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 2011-12, 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.
 
 Foreign Exchange Earnings & Outgo
 
 Particulars with regard to Foreign Exchange Earnings and Outgo are set
 out in Note 17E and 17F of Schedule 15 to the Accounts.
 
 Social Responsibilities
 
 Your Company enjoys the distinction of being one of the first cement
 companies in India to be awarded SA:8000:2001 i.e.  Social
 Accountability Certificate for its plant for the last three years.
 Social accounting is a process of ongoing monitoring, evaluation and
 accountability which helps an organization to measure its performance
 against social, environmental and economic objectives and ensures that
 its working is in accordance with its values.
 
 This certification is a result of the sincere and untiring efforts put
 in by the management for fulfilling its Corporate Social Responsibility
 in toto 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 :
 
 - 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 utilisation 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).
 
 - Company has put in place measures required for rain water harvesting
 and has also developed five check dams for conservation of precious
 water at its Plant/ Limestone mines.
 
 - 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.
 
 Energy Conservation Measures
 
 Already Implemented :
 
 - Installation of new generation screw compressors by replacing
 conventional reciprocating compressors.
 
 - Modification in raw mill operating software, even during mill
 operation at low output, energy consumption does not increase
 drastically.
 
 - Installation of start-stop interlocks in operating software to
 minimize idle running of equipments.
 
 - Optimisation of compressed air consumption and fine tuning of
 load/unload set points of compressors.
 
 - Installation of energy efficient street lights in Plant/Colony area.
 
 - Replacement of conventional lamps with energy efficient CFL lamps in
 Plant/ Colony area.
 
 - Installation of water spray system in SLC & C-2 top stage cyclones.
 
 - Installation of membrane bags in raw mill bag house.
 
 - Modification done in coal firing PIDs in pyro section.
 
 - Installation of third string of pre-heater in pyro process.
 
 - Installation of VFD in all Cooler fans.
 
 - Replacement of HPSV lamps with energy efficient Metal Halide lamps.
 
 - Arresting false air ingress in kiln, raw mill and coal mill circuit.
 
 - Pyro process optimization.
 
 - Cement mill optimization.
 
 - Voltage optimization.
 
 - Star Delta Star starting arrangement done in less running KWLT
 
 Under Implementation :
 
 - Installation of soft starter in conveyor belts operating motors.
 
 - Installation of need-based distribution system of compressed air.
 
 - Installation of solar tower lights in mines area.
 
 - Installation of water spray system in clinker cooler section.
 
 - Installation of VFD drives in process ID fans.
 
 - Power generation through waste heat recovery system.
 
 - Use of alternate fuel in pyro 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, up gradation for improving
 level of operations resulting into savings in cost and enhanced
 efficiencies.
 
 Industrial Relations
 
 Industrial relations continued to be cordial throughout the year under
 review. Your Directors wish to place on record their appreciation for
 the excellent team work with which the workers and officers of the
 Company at all levels have contributed individually and collectively to
 the performance of the Company.
 
 Acknowledgements
 
 Your Directors wish to place on record their sincere appreciation for
 the excellent assistance and co-operation received from the
 Governmental authorities, the consortium of banks and financial
 institutions, customers, vendors and investors for their continued
 support during the year.
 
                                     for and on behalf of the Board
 
                                                        Ravi Sanghi
 
                                  Vice-Chairman & Managing Director
 
 Place  : New Delhi
 
 Date   : 11th November, 2011