Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Sanghi Industries Directors Report, Sanghi Ind Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > CEMENT - PRODUCTS & BUILDING MATERIALS > DIRECTORS REPORT - Sanghi Industries

Sanghi Industries

BSE: 526521|NSE: SANGHIIND|ISIN: INE999B01013|SECTOR: Cement - Products & Building Materials
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Nov 20, 11:24
38.40
1.5 (4.07%)
VOLUME 16,030
LIVE
NSE
Nov 20, 11:02
38.70
1.8 (4.88%)
VOLUME 258,645
Download Annual Report PDF Format 2017 | 2016 | 2011 | 2010 | 0615 | 0614 | 0613 | 0612
Directors Report Year End : Mar '18    Mar 17

To

The Members of Sanghi Industries Limited

The Directors take pleasure in presenting the 31st Annual Report together with the audited financial statements for the year ended 31st March, 2018.

Financial Performance:

(Rs. in Crore)

Particulars

2017-2018

2016-2017

Total Income

1074.03

1104.26

Profit before Interest, Depreciation and Taxation

237.81

200.43

Interest

72.12

64.23

Operating Profit

165.69

136.20

Depreciation

72.38

73.06

Profit Before Tax (PBT)

93.31

63.14

(Add) / Less : Provision for Tax

-

-

Profit After Tax (PAT)

93.31

63.14

Other Comprehensive Income

0.05

(0.17)

Total Comprehensive Income

93.36

62.97

Dividend

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

Dividend Distribution Policy

Securities and Exchange Board of India (‘SEBI’) has vide notification dated 8th July, 2016, amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by introducing new Regulation 43A which requires the top 500 listed companies (based on the market capitalization calculated as on 31st March of every year) to formulate a Dividend Distribution Policy and disclose the same on their websites and in the Annual Reports.

The Company’s market capitalization as on 31st March, 2018 is Rs.2965.57 Crore as per closing price of Rs.118.15 at NSE and the Company falls under the list of top 500 listed companies as per the market capitalization as on 31st March, 2018, it has formulated the Dividend Distribution Policy which is uploaded on the Company’s website at http://www.sanghicement.com/ policies

Transfer To Reserves

During the year under review, the company has transferred Rs.0.88 Crores to Debenture Redemption Reserve.

Operations and Performance of the Company

During the year ended 31st March, 2018, the total revenue was Rs.1074.03 Crores against Rs.1104.26 Crores in the previous year. The Profit Before and after Tax for the year has been Rs.93.31 Crores against Rs.63.14 Crores in previous year. The Total Comprehensive Income for the year is Rs.93.36 Crores, against Rs.62.97 Crores in previous year. Goods and Service Tax (GST) has been implemented w.e.f. 1st July 2017. Accordingly , GST is being levied as against Excise duty applicable hitherto. Since, excise duty is included in the revenue and GST is not included in revenue, total revenue for the year ended 31st March 2018 are not comparable with the previous year.

The results are analysed at length in Management Discussion and Analysis report.

Raising of Funds through Qualified Institutional Placement (QIP)

During the year under review, Company has issued 3,10,21,000 Equity Shares of Rs.10/- each at an issue price of Rs.129/- each (including premium of Rs.119/- each) to Qualified Institutional Buyers (QIB). The amount raised through QIP was Rs.400.17 Crores. Pursuant to allotment of equity shares in the QIP the paid up share capital of the Company stands increased to Rs.251 Crores (comprising of 25,10,00,000 equity shares of Rs.10/- each) as on 31st March, 2018.

Issue of Non-Convertible Debentures (NCDs) on Private Placement Basis and Early Redemption of existing NCDs

During the year under review, Company has issued 2,560 Secured, Listed, Rated, Redeemable, Non-Convertible Debentures (“NCDs”) of face value of Rs.10,00,000/- each aggregating to Rs.2,56,00,00,000/- (Rupees Two Hundred Fifty Six Crores Only) on Private Placement basis with a fixed coupon rate of 10.50% listed on ‘Wholesale Debt Market’ Segment of BSE Limited.

The proceeds of above NCDs have been utilised for early redemption of existing 25,64,829 Secured, Unlisted, Redeemable, Non-Convertible Debentures of Rs.1,000/- each aggregating to Rs.256,48,29,000/- (Rupees Two Hundred Fifty Six Crore Forty Eight Lacs Twenty Nine Thousand Only) which were issued in the month of March 2016 with a tenure of Five years on private placement basis having fixed coupon rate of 15.50%.

Consequent to above, as on date there are 2,560 outstanding Non-Convertible Debentures of the Company aggregating to Rs.256 Crores which were issued on 7th March, 2018.

Change in Nature of Business

There are no material changes in the nature of business during the year under review.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of this report.

Significant and material orders passed by the Regulators or Courts or Tribunals

During the year under review, there were no significant or material order passed by any regulatory authority, court or tribunal which shall affect the going concern status of the Company’s operations in future.

Management Discussion and Analysis

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

Deposits

The Company has not accepted or renewed any deposits from public falling within the purview of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

The Company has not made any Loans or provided any guarantee or made any investments falling under purview of Section 186 of the Companies Act, 2013 during the financial year 2017-18.

Subsidiary Company

The Company has incorporated a Wholly owned Subsidiary Company “Sange Testing Service (Sanghai) Co. Ltd.’ at Shanghai, China. However, the company has not invested any funds in the said subsidiary company and the said subsidiary company has also not started any operations, hence, the company is not required to provide details of subsidiary company under prescribed Form AOC - 1.

Corporate Governance Report

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is attached as Annexure I forming part of this report along with the certificate from auditors confirming the compliance.

Details of Board of Directors and Key Managerial Personnel Board of Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Shri Alok Sanghi (holding DIN: 00033506) whole -time Director of the Company retires by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment.

Shri Nirubha B. Gohil (DIN 05149953) has been re-appointed as Whole-time Director of the Company for the period of three years w.e.f. 22nd December, 2017 for which necessary approval has been obtained from the members at the Extra-ordinary General Meeting held on 3rd March, 2018.

In accordance with the provisions of Section 149, 161 and other applicable provisions the Companies Act, 2013 and the Rules framed thereunder, Shri Sundaram Balasubramanian (DIN: 02849971) has been appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 9th November, 2017 to hold the office till the conclusion of forthcoming Annual General meeting. The resolution proposing regularization of his appointment is set out in the Notice convening the Annual General Meeting.

Your Directors recommend their appointment/regularization of appointment.

During the year under review, Shri T. M. Jagan Mohan (DIN: 00423263) has resigned as Independent Director of the company with effect from 14th December, 2017 due to pre-occupation.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Shri Ravi Sanghi, Chairman and Managing Director

2. Smt. Bina Engineer, Chief Financial Officer and Whole Time Director

3. Shri Anil Agrawal, Company Secretary

There were no changes in Key Managerial Personnel during the year.

Declaration by Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6).

Policy on Directors’ appointment and remuneration

Pursuant to the requirements of Section 134 and 178 of the Companies Act, 2013, the policy on appointment of Board Members and policy on remuneration of the Directors, KMPs and Senior Management is attached as Annexure II to this report.

Performance evaluation of the Board Committees and Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them and pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, your Directors confirm that:

a) in the preparation of the annual financial statement , the applicable accounting standards had been followed and that no material departures have been made for the same;

b) they had selected such appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2018 and of the profit of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the accounts for the year ended 31st March, 2018 on a ‘going concern’ basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Number of Board Meetings

During the year under review, the Board of Directors duly met Five (5) times. The details of the Board Meetings are provided in the Corporate Governance Report which is annexed to the Report. The intervening gap between the two meetings was within the limit prescribed under the Companies Act, 2013 and Listing Regulations.

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company has complied with the applicable provisions of Secretarial Standards on the Meeting of the Board of Directors issued by the Institute of Company Secretaries of India.

Risk Management Policy

Your company has developed and implemented a Risk Management Policy pursuant to Section I34(3)(n) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company.

The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimise its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of risk element that may threaten the existence of the Company.

Vigil Mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules made thereunder read with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your company has established a vigil mechanism termed as Whistle Blower Policy for Directors and employees to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company’s Code of Conduct, which also provides for adequate safeguards against victimization of director(s) / employees who avail of the mechanism and also provide for direct access to the Whistle Officer / Chairman of the Audit Committee.

The Whistle Blower Policy is made available on the website of the Company http://www.sanghicement.com/policies Policy on prevention, prohibition and redressal of sexual harassment at workplace Company has framed a policy on Sexual Harassment at workplace which aims to provide protection to women employees at workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint under the Sexual Harassment of women at Workplace during the financial year under review.

Insurance

The properties and assets of the Company are adequately insured.

Auditors Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. Chaturvedi & Shah, Chartered Accountants (Firm Registration Number: I0I720W), Mumbai and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N) Delhi, were appointed as Joint Statutory Auditors of the Company for the consecutive term of 5 years to hold office till the conclusion of 35th Annual General Meeting of the Company subject to ratification of appointment at every Annual General Meeting at such remuneration as shall be fixed by Shri Ravi Sanghi, Chairman and Managing Director of the Company in consultation with the Joint Statutory Auditors.

Members are requested to consider the ratification of appointment of M/s. Chaturvedi & Shah and M/s. S. K. Mehta & Co. Both the auditors have submitted a certificate confirming that their appointment, if ratified, will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

Accordingly, a resolution for ratification of appointment of Joint Statutory Auditors is proposed. The Board recommends passing of proposed resolution.

Secretarial Auditors

M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure III to this Report.

Cost Auditors

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 year 2018-19. The Audit report of the cost accounts of the Company for the year ended 31st March, 2018 will be submitted to the Central Government in due course.

Audit Committee

During the year under review, Company has reconstituted the Audit Committee. The Audit Committee of the Company as on 31st March, 2018 consists of following Directors as its members:

1. Shri Sadashiv Sawrikar - Chairman

2. Shri R. K. Pandey - Member

3. Shri D. K. Kambale - Member

Internal Financial Control and their adequacy

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your company’s operations.

Contracts or Agreements with Related Parties

During the year under review, there were no Related Party Transactions entered by the company with related parties falling under Section 188 of the Companies Act, 2013 hence reporting in Form AOC-2 as required under provisions of Section 134 read with Section 188 of the Companies Act, 2013 and Rule8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Necessary related party disclosures are provided in Note 34 which is forming the part of the notes to financial statements. The policy on Related Party Transactions has been uploaded on the website i.e http://www.sanghicement.com/policies Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV to this report.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the Registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Corporate Social Responsibility

At Sanghi Industries Limited (SIL), the Corporate Social Responsibility (CSR) has been an integral part of the way we have been doing our business since inception. SIL is having 4.1 million tonnes per annum capacity cement plant in the Abdasa taluka of Kutch district in Gujarat. Right from the beginning, SIL has focused on developing the social infrastructure in the surrounding area where most villages suffered from chronic ills like limited livelihood options, acute scarcity of water, poor or no healthcare facilities, barren land and no set up for education.

SIL has always believed in transformation of socio-economic conditions of the region it operates in. The company is conscious about the responsibility towards society and has proved itself as a responsible Corporate Citizen.

SIL enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2008 i.e. Social Accountability Certificate for its plant for the last seven years (earlier SA:8000:200I). Social Accounting is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

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

- 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; and

- Conducting social awareness programmes on various issues

The company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility policy enumerating the CSR Activities to be undertaken by the Company, in accordance with the Schedule VII of the Companies Act, 2013 approved and adopted by the Board of Directors is also placed on the website of the Company http://www.sanghicement.com/policies The requisite details on CSR Activities pursuant to Section 135 of the Companies Act, 2013 and rules framed thereunder are annexed as Annexure V to this report.

The details relating to the Composition of committee and meetings convened of the Committee etc. are furnished in the Corporate Governance Report which is forming the part of this report.

Business Responsibility Statement

As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof for the time-to-time, top 500 listed companies are required to submit, as part of Annual Report, Business Responsibility Report, describing the initiatives taken by them from the environmental, social and governance perspective, in the format prescribed by SEBI. As the company falls under the list of top 500 companies, as per the market capitalization as on 31st March, 2018, it is applicable to your company. The Business Responsibility Report ofthe Company for the year ended 3 Ist March, 2018 is annexed to this report as Annexure VI.

Extract of the Annual Return

Extract of the Annual Return as on 31st March, 2018 in the prescribed form MGT-9, pursuant to provisions of Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014, is annexed to this report as Annexure VII.

Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibilities as directors, the working of the Company, nature of industry in which company operates, business model, etc. The details of familiarization programme are explained in the Corporate Governance Report. The details of the familiarization programme of Independent Directors of the Company is available on the website of the Company at the following link: http://www.sanghicement.com/independent-director

Listing

The Company’s equity shares are listed with the Stock Exchanges, namely National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Non-Convertible Debentures (NCDs) of the Company issued on private placement basis during the year under review are listed on ‘Wholesale Debt Market’ segment of BSE Limited. The Company has paid the listing fees for the year 2018-19 to both the Stock Exchanges.

Environment And Pollution Control

The Company has established centralized Environmental team for environment management and vigorously pursued its goal of sustainable development through exacting standard in environmental conservation, emission control, promotion of alternative fuel & raw materials and waste management. The company has certified with ISO:I400I standard since 2004. The company has installed state of the art air pollution control systems like ESP Bag house with membrane technology, Fugitive emission control systems like dust extraction & dust suppression system in all required locations. The Company has installed state of the art Clinker storage and loading system. The mining activities are being carried out by eco-friendly surface miner. The Company has concreting of internal roads, truck parking area and plant floors.

The Company has implemented series of measures for environment and pollution control. Some of the measures implemented during the year are:

- Commissioning of I3.5 MW waste heat recovery system;

- Utilization of pond Ash in raw mix - Ist in Indian Cement sector since last three years;

- Up-gradation of air pollution control systems of Raw mill and coal mills to latest technology;

- Development of new composite cement mix and enhancement of ash utilization in blended cement;

- Implementation of carbon footprint analysis for greenhouse gas emission reduction; and

- Massive plantation in the entire complex.

Foreign Exchange Earnings and Outgo

During the year under review, Foreign Exchange earnings was Rs.4968.40 Lacs and outgo was Rs.1630.49 Lacs

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.

- ISO 9001:2008 (Quality Management System Standard)

- ISO 14001:2004 (Environmental Management System Standard)

- OHSAS 18001:2007 (Occupational Health & Safety Management System Standard)

- SA 8000:2014 (Social Accountability System Certificate)

- ISO/ IEC 17025:2005 (NABL accreditation for Chemical and Mechanical Testing)

Recognitions for Best Practices

Awards conferred during the “8th Metalliferous Mines Safety, Swachhata & Silicosis Awareness Week 2017” under the aegis of Directorate General of Mines Safety, Ahmedabad Region are as below:-

S. No.

Awards conferred to Jadua Limestone Mines

Awarded

1

Mine lighting & electrical installation

Second Prize

2

Publicity Propaganda & Fire Fighting

Third Prize

Awards conferred to Motiber Silica Sand Mines

1

Overall Performance

Third Prize

2

Quarry Working & General Safety

First Prize

The company has also won following award during celebration of “25th Mines Environment & Mineral Conservation Week Celebrations - 2017-18”, MEMC

Council of Gujarat, under the aegis of Indian Bureau of Mines, Gandhinagar Region:-

S. No.

Awards conferred to Jadua Limestone Mines

Awarded

1

Systematic & Scientific Development

Second Prize

Best CFO Award

Mrs. Bina Engineer , Whole Time Director and Chief Financial Officer (CFO) of the Company is awarded “Best Woman CFO Award 2018” by Yes Bank and Business World Magazine on IIth May 2018 at Delhi. She has also received the prestigious award “Best CFO Award in Women Category- 2016” from the Institute of Chartered Accountants of India.

India’s Most Trusted Company Award - 2017

Company has also won the India’s Most Trusted (Cement Manufacturing) Company Award 2017 from International Brand Consulting Corporation, USA.

India’s Top Challengers 2016-17

Company has also won the India’s Top Challengers 2016-17 Trophy award from Construction World Magazine & Media.

Most Preferred Cement Brand by Real Estate Sector Award 2017

Company has also won the most preferred Cement brand by Real Estate Sector Award 2017 from DNA’s Real Estate & Infrastructure Round Table & Awards.

Industrial Relations

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

Appreciation / Acknowledgement

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

For and on behalf of the Board

Place : Ahmedabad Ravi Sanghi

Date : 19th May 2018 Chairman & Managing Director

(DIN:00033594)

Source : Dion Global Solutions Limited
Quick Links for sanghiindustries
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.