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You can view full text of the latest Director's Report for the company.

BSE: 526521ISIN: INE999B01013INDUSTRY: Cement Products

BSE   ` 92.80   Open: 93.01   Today's Range 91.50
93.50
-0.06 ( -0.06 %) Prev Close: 92.86 52 Week Range 65.58
156.20
Year End :2023-03 

The Directors present herewith the 36th Annual Report together with the audited financial statements for the year ended 31st March, 2023.

Financial Performance:

(Rs. in Crore)

Particulars

2022-23

2021-22

Total Income

947.81

1140.52

Profit before Interest, Depreciation and Taxation

5.85

202.88

Interest

238.17

81.96

Operating Profit

(232.32)

120.92

Depreciation

93.38

64.17

Profit Before Tax (PBT)

(325.70)

56.75

Current tax adjustments for earlier years

0.00

1.53

Deferred Tax (including Derecognition of earlier years MAT credit)

0.00

14.60

Profit After Tax (PAT)

(325.70)

40.62

Other Comprehensive Income

Items that will not be reclassified to profit or loss

0.60

(0.18)

Income tax related to items that will not be reclassified to profit or loss

0.00

0.05

Total Comprehensive Income

(325.10)

40.49

Dividend

In view of losses, your Directors do not recommend any dividend for the year under review.

Dividend Distribution Policy

Securities and Exchange Board of India ('SEBI') vide its notification dated 5th May, 2021, amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and notified SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, making changes in Regulation 43A which requires the top 1000 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 a web-link to be provided in the Annual Reports of the Company.

The Company falls under the list of top 1000 listed companies as per the market capitalization as on 31st March, 2023, the company has already formulated the Dividend Distribution Policy which is in due compliance of the requirements of amended Regulation 43A and it is uploaded on the Company's website at https://www.sanghicement.com/policies/

Operations and Performance of the Company

During the year ended 31st March, 2023, the total revenue was Rs. 947.81Crores against Rs. 1140.52 Crores in the previous year. The Company has incurred a loss of Rs. 325.70 Crores against the Profit of Rs. 56.75 Crores in previous year. The Company incurred a net loss of Rs. 325.70 Crores against the profit after tax Rs. 40.62 Crores in previous year. The Total Comprehensive loss for the year is Rs. 325.10 Crores, against the total comprehensive profit of Rs. 40.49 Crores in previous year.

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

Non-Convertible Debentures (NCDs):

During the year under review, the Company has issued and allotted 5,000 Secured, Un- Rated, Un-Listed, Redeemable, Non- Convertible Debentures of face value of Rs. 10,00,000/- aggregating to Rs. 500 Crore having ISIN : INE999B07044 on 29.11.2022 to M/s. Kotak Special Situation Fund.

The Company has also made partial pre-payment of principal amount along with the redemption premium of its 3050 Listed, Rated Secured, Non-convertible Redeemable Debentures (NCD) of face value of Rs. 10,00,000/- on 29th November, 2022 and the outstanding amount of Non-convertible Debentures after the said partial pre-payment is Rs. 277.55 Crore. The said Non-convertible Debentures having ISIN INE999B07036 are listed and available for trading on BSE Limited.

As on 31.03.2023 the Company has outstanding Non Convertible Debentures of Rs. 777.55 Crore (Bifurcated into NCDs of Rs. 500 Crore Secured, Un- Rated, Un-Listed, Redeemable, Non- Convertible Debentures of face value of Rs. 10,00,000/- having ISIN INE999B07044 and Rs. 277.55 Crore Listed, Rated Secured, Nonconvertible Redeemable Debentures (NCD) of face value of Rs. 10,00,000/- having ISIN INE999B07036).

Impact of COVID-19

The Company continues to follow necessary safety and hygiene protocols in compliance with the regulations of the local, state and central government authorities issued from time to time keeping in view the mutations observed in the nature of virus from time to time and its impact on the health of workers / employees of the Company.

Presently, in the current scenario, the management does not see any medium to long term risks to the Company from the Covid pandemic situation. As the world and India has already been back to normal, the impact from the pandemic on the business of the Company is minimal during the FY 2022-23.

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 is included in the Corporate Governance Report and forms part of this Report, inter-alia deals adequately with the operations and also current and future outlook of the Company during the year under review.

Deposits

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

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

The Company has not made any Loans or provided any guarantee or made any investments falling under purview of Section 186 of the Companies Act, 2013 during the financial year 2022-23.

Subsidiary Company

As at 31st March 2023, the Company does not have any Subsidiary Company.

Corporate Governance Report

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

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

Retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Smt. Bina Engineer (holding DIN: 01653392) Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and she being eligible, offers herself for re-appointment.

Re-appointment of Whole Time Directors:

Shri N. B. Gohil (holding DIN:05149953), has been re-appointed as Whole Time Director of the Company for a period of three years with effect from 22nd December, 2023 subject to approval of the Members at the ensuing Annual General Meeting. The resolution proposing his re-appointment is set out in the notice convening the Annual General Meeting for the approval of members.

The Board recommends appointment of directors as mentioned above.

Affirmation of payment of existing remuneration to Chairman and Managing Director:

Pursuant to the provisions of Section 196, 197 and Schedule V of the Companies Act, 2013 read with Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 as amended from time to time, the Board of Directors have approved to continue to make the payment of remuneration as per the existing terms to Shri Ravi Sanghi (holding DIN: 00033594) till the remaining tenure of his appointment which is subject to the approval of members at the ensuing Annual General Meeting. The resolution proposing the affirmation for payment of existing remuneration is set out in the notice convening the Annual General Meeting for the approval of members.

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 under review.

Declaration by Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Directors of the Company under Section 149 (6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149 (6) and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and there has been no change in the circumstances affecting their status as an Independent Directors during the year under review.

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 as amended from time to time, 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 knowledge and belief and according to the information and explanations obtained 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, 2023 and of the loss 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 period ended 31st March, 2023 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 Eight (8) 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 provisions of all the applicable Secretarial Standards 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 134(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 minimize 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. The Audit Committee oversees the risk management system and its adequacy.

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

Vigil Mechanism

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

The Whistle Blower Policy is made available on the website of the Company https://www.sanghicement.com/ policies/

During the year under review, the Company has not received any complaint under vigil mechanism established.

Policy on prevention, prohibition and redressal of sexual harassment at workplace

Company has framed a policy on Sexual Harassment at workplace which aims to provide protection to women employees at workplace and prevent and redress complaints of sexual harassment and for matters connected therewith or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

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

Insurance

The properties and assets of the Company are adequately insured.

Auditors:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/ s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number: 101720W/W100355), Mumbai and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N) Delhi, were appointed as Joint Statutory Auditors of the Company for the consecutive term of 5 years to hold office till the conclusion of 40th 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.

The Companies (Amendment) Act, 2017 has amended the provisions of section 139 of the Companies Act, 2013 by omitting the requirement of ratification of appointment of statutory auditors at every Annual General Meeting. In view of the same, the members of the Company are not being approached for ratification of appointment of Statutory Auditors.

The Auditors' Report to the members for the year under review does not contain any qualifications or reservations or adverse remarks.

Secretarial Auditors

M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure - III to this report.

Cost Auditors

Your company is maintaining the cost records as prescribed by Central Government under Section 148(1) of the Companies Act, 2013.

The Company has appointed M/s. N D Birla & Co., Cost Accountants, Ahmedabad, as cost auditors of the Company for conducting audit of cost accounting records for the year 2022-23. Necessary resolution will be placed at ensuing Annual General Meeting for getting approval of the members for ratification of payment of remuneration to Cost Auditors for Financial Year 2023-24. The Audit report on the cost records of the Company for the year ended 31st March, 2023 will be submitted to the Central Government in due course. The Audit report on the cost records of the Company for the year ended 31st March, 2022 has been submitted to the Central Government with in prescribed time limit.

Audit Committee

The Audit Committee of the Company as on 31st March, 2023 consists of following Directors as its members:

1.

Shri

Arvind Agarwal

-

Chairman

2.

Shri

G M Yadwadkar

-

Member

3.

Shri

Sudhir Nanavati

-

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 and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2022-23 were on arm's length basis. The Company has not entered into transactions 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 Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Necessary related party disclosures are provided in Note 38 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. https:// 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 our business since inception. 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:8000:2001). Social Accounting is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure its performance against social, environmental and economic objectives and ensures that its working is in accordance with its values.

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

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

b) Providing educational facilities through a CBSE affiliated School.

c) Providing hospitals and first aid facilities within few hundred kilometers.

d) Conducting social awareness programmes on various issues.

e) Contribution in disaster relief fund.

The company has constituted the Corporate Social Responsibility Committee in compliance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility policy enumerating the CSR Activities to be undertaken by the Company, in accordance with the Schedule VII of the Companies Act, 2013 approved and adopted by the Board of Directors is also placed on the website of the Company https:/ /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 and sustainability Report

As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any amendment thereof for the time-to-time, top 1000 listed companies are required to submit, as part of

Annual Report, Business Responsibility and Sustainability Report, describing the initiatives taken by them from the environmental, social and governance perspective, in the format prescribed by SEBI. As the company falls under the list of top 1000 companies, as per the market capitalization as on 31st March, 2023, it is applicable to your company. The Business Responsibility and Sustainability Report of the Company for the year ended 31st March, 2023 is annexed to this report as Annexure - VI.

Annual Return

The Annual Return as required under the provisions of Section 92 (3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules 2014 is available on the website of the Company at https://www.sanghicement.com/investors/.

Familiarization Programme for Independent Directors

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

Listing

The Company's equity shares are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company's 3050 Listed, Rated Secured, Redeemable Non Convertible Debentures (NCDs) of face value of Rs. 10,00,000/- issued on private placement basis are listed on 'Wholesale Debt Market' segment of BSE Limited. The Company has paid the listing fees for the year 2023-24 to both the Stock Exchanges.

Environment and Pollution Control

The Company has established centralized Environmental Management Cell (EMC) 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:14001 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 also explored possibility to upgrade existing pollution control equipment on the ground of present technology advancement and implement accordingly. The company has concreting of internal roads, truck parking area and plant floors and carried out massive plantation in the entire complex. The company has provided Clinker storage and state of the art loading system. The mining activities are being carried out by eco-friendly surface miner. The company is committed for CO2 emissions abatement and implemented series of project for the same.

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

• Enhancement in alternative fuel & raw material in manufacturing process.

• Renovation of air pollution control systems like bag house and ESP.

• Real time monitoring of emission data through online continuous emission monitoring system.

• Enhancement of composite cement mix to enhance ash and slag utilization.

• Regular carbon footprint analysis for green house gas emission reduction.

• Massive plantation in the entire complex.

• Internal Water audit has been carried out for optimization of water consumption in all the units & increased the efficiency of cooling tower.

• Internal Energy audit has been carried out for the optimization of plant process, energy conservation & enhancing the efficiency of compressors, blowers etc.

Conservation of Energy, Technology Absorption

(a)

Conservation of energy

(i)

the steps taken conservation of

or impact on energy;

All Locations Process optimization in Clinker and Cement plant

All Locations Optimization of compressors by arresting air leakages

All Locations Optimization of compressors by adjusting the load & unload pressure.

All Locations Optimization of fuel fineness, excess air & false air ingress and flow in Clinker plant.

All Locations Installation of LED lights in place of conventional lights.

All Locations To avoid the idle running of transport equipment like belt conveyors etc.

All Locations Proper utilization of LT VVFD drives (Variable voltage variable frequency drives) to save maximum energy.

CU-1 Coal mill-2 feed chute modification done to reduce reject, increase TPH & save power

CU-1 Installation of occupancy sensors in offices & electrical sub-stations for ON-OFF of power supply

CU-1 Raw Coal Feeder replaced by modified rotary air lock to increase coal mill efficiency & reduce power

CU-1 Installation of rotary air lock at firing screw discharge for improve coal firing efficiency.

CU-1 Proper utilization of HT motor SPRS system of process fans to save maximum energy.

CU-1 Efficiency improvement in WHRS by modification of Alkali bypass Boiler circuit.

CU-2 Raw Mill Bag house running in DP mode to reduce air consumption & filter bag life enhanced.

CU-2 Pressure drop reduced across cooler fan inlet by removing inlet damper.

CU-2 Proper utilization of HT motor MV Drive system of process fans to save maximum energy.

GU Packing plant under rated motors power connection changed from delta to star to save power.

(ii)

the steps taken by the company for utilizing alternate sources of

Provided advance feeding system for liquid alternative fuel system.

energy;

Obtained regular permission for co processing of different types of hazardous & non-hazardous waste in twenty categories under Hazardous & Other Waste (Management & Trans-boundary Movement) Rules.

Achieved 8% Thermal Substitution Rate (TSR) during the year.

• Replacement of traditional fuel i.e. coal with liquid & solid waste material generated from the chemical industries

• Utilization of Industrial waste such as Pond ash, Iron Sludge & Iron oxide as raw material in clinker manufacturing

(iii)

the capital investment on energy conservation equipment's

Rs. 862.38 Lacs

(b)

Technology absorption

(i)

The efforts made towards technology absorption;

• The MIS Cell & Energy Steering Committee is working on energy accounting and conservation program by handling issues associated with it.

• The Company strives to implement latest technologies for energy efficiency, alternative resources & minimize adverse impact on environment.

• The regular energy audit is carried out by the third party to identify the area for improvement.

• Participation in National / International seminar

(ii)

The benefits derived like product improvement, cost reduction, product development or import substitution

Product improvement, cost reduction, product development & import substitution

(iii)

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-

State of the art technology

a) the details of technology imported;

NA

b) the year of import;

NA

c) whether the technology been fully absorbed;

NA

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

NA

(c)

Research and Development

(i)

Specific areas in which R&D carried out by the Company

• Improvement in existing production process(s)

• Energy conservation.

• Pollution Control

• Alternative Fuel and Raw Material

• Water conservation

(ii)

Benefits derived as result of the above R&D

• QC Provision of Colour meter to check the actual colour

of cement to enhance the satisfaction level of market customer.

• QC Provision of VCM (Vibrating cup meter) for making powder of sample of Raw materials & Clinker for X-Ray analysis.

• QC Conduct Slum test with different water ration to save the water consumption for making concrete.

QC Procurement of auto Blaine apparatus to check the specific surface & Blaine of cement.

QC Procurement of electronic balance to check the sample weight for further chemical analysis.

QC Procurement of Muffle furnace to maintain the temperature of Raw materials & Clinker from' 900oC to 1100oC for further chemical analysis.

QC Installation of new Auto sampler in cooler DBC for proper collection of sample of clinker.

CU Clinker quality improvement by raw mix optimization.

CU Enhancement in TSR (Thermal Substitution Rate) by utilizing of liquid alternate fuel.

CU Reduction in specific clay consumption.

CU Improvement in clinker factor by adding high ash coal. CU Development of rain water harvesting reservoir.

All Locations Reduction in specific water consumption.

CU-1 Cooler ESP all 03 fields conventional controller replaced with new version controller.

Mines Installation of earth leakage relay in MCC feeder to enhance the electrical safety.

Mines Installation of Lighting Transformers (Power supply mid point zero 110-0-110) in lighting system to enhance the electrical safety.

CU-2 Improvement in refractory lining practices by deploying two brick lining machine and achieved kiln lining work 18 mtrs/day.

CU-2 AFR system upgradation in Line-2 to increase the TSR.

CU-2 Raw mill Feeding Belt 332BC2 & BC3 Permanent Magnet Fixed to reduced frequently operation of Divertor and reduced mill stoppages

CU-2 Provision of Standby Pfister for kiln string firing.

CU-2 Earthing provided at all Flange of coal conveying lines to Prevent short circuit and fire in Coal mill area.

CU-2 FLS Site connect mobile application provided to respective employees of the plant section.

CU-2 CLT Belt Conveyor 512BC2 & BC3 replaced with Divertor chutes to avoid burning of belt due to temperature.

GU Enhance fly ash addition in PPC

GU Mineral Gypsum replaced by Chemical Gypsum after successful trails.

GU Conversion of weigh feeder DC motors to AC motors to ease maintenance & avoid breakdown

TPP-1 Replacement of sonic soot blowers with steam soot blowers to reduce APH chocking

TPP-1 Remnant life assessment of L1 boiler. Testing of all pressure parts of boiler for healthy and safe operation

(iii)

Future Plan of Action

CU-1 Installation of Turbo Blower in Kiln firing.

CU-1 Replacement of Pond Ash by using waste material of Iron Industries i.e. iron sludge & iron oxide in Raw Mix.

CU-1 Replacement of DC motor to AC motor at raw mill hopper.

CU-1 Reduction in transmission line losses by replacement of old phase conductor.

CU-1 Up-gradation of Cooler ESP to maintain dust emission norms.

CU-1 Up-gradation of Alkali ESP to maintain dust emission norms.

CU-1 Up-gradation of Bag house to maintain dust emission norms.

CU-1 Replacement of high efficiency fans in place of conventional fans for plant process fans.

CU-1 Conventional motors to be replaced with high efficiency motors

CU-2 Bag-house outlet expansion joint replacement to control false air.

CU-2 Replacement of tube sheet of coal mill bag house to reduce in bag house DP and reduction in power consumption of fan and mill.

CU-2 Nitrogen plant upgradation by use of compressed air and carbon molecules.

CU-2 Installation of metallic expansion joint in preheater down comer duct to reduce in false air ingress and reduction in power consumption of fan.

CU-2 Preheater 4th stages dip-tube placement to reduce Sp. Heat consumption.

CU-2 Kiln inlet sector plate replacement work to reduce spillage of material at kiln inlet

CU-2 Linking Clinker loading terminal (CLT) weighment with SAP through RFID.

GU Increase addition of fly ash in PPC production. GU Reduction in clinker factor in PPC by 1%.

GU Up-gradation of clinker feeding circuit.

TPP - 01 Cooling tower structure replacement with FRP to improve the cooling efficiency and reduce the power consumption.

TPP - 01 HP Heater 1 Internal tube repair work to improve turbine efficiency and reduce the Plant heat rate.

TPP - 01 ESP collecting and emitting electrodes. Roof plate, both side plates, inlet, outlet ducts and hoppers replacement to meet GPCB emission norms as well as reduced the ID fan load.

TPP - 01 Boiler furnace PA air nozzle cap repair work to reduce PA flow and improve fluidization as well as better control the O2 level and improve the boiler efficiency.

• TPP - 01 Bed ash conveying pipe and bend with cast basalt repair work to avoid the dust emission.

• TPP - 01 ACW pipe line replacement work to increase the ACW pump discharge pressure and increase the cooling efficiency.

• TPP - 01 Provision of purging air line from PA discharge after APH for Boiler all Coal feeder RAV to Reduced the compressed air and power consumption

• TPP - 01 Woodward Upgradation Job to better control of operation parameters and increase the performance.

• TPP - 02 Boiler ID fan common suction duct bellow replacement to avoid the air ingress.

(iv)

Expenditure on R&D

The Company has incurred Rs. 58.67 Lacs towards R & D Expenditure charged to revenue in FY 2022-23

CU - Clinker unit, CU-1 - Clinker unit-1, CU-2 - Clinker unit-2, GU - Grinding unit, TPP - Thermal Power Plant Foreign Exchange Earnings and Outgo

During the year under review, Foreign Exchange earnings was Rs 57.13 Lacs and outgo was Rs. 6463.29 lacs including Rs.752.74 lacs towards Capital Expenditure.

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.

a) ISO 9001:2015 (Quality Management System Standard)

b) ISO 14001:2015 (Environmental Management System Standard)

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

d) SA 8000:2014 (Social Accountability Management System Standard)

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

During the year under review, the Company has won the following prizes / awards / achievements:

Year

Name

Particulars

Prize

Name of Mines

2022-23

30th Mines Environment & Mineral Conservation Week

Systematic &

Scientific Development

First Prize

Jadua Limestone Mine

2022-23

30th Mines Environment & Mineral Conservation Week

Environmental Monitoring

Second

Prize

Jadua Limestone Mine

# Mines Safety Week Award distribution function is still not conducted.

Five Star Rating Award

The Company's Jadua Limestone Mines has been awarded again "Five Star Rating Award" on 6th National Conclave on Mines & Minerals organized on 12th July 2022 as a part of Azadi Ka Amrit Mahotsav at Dr. Ambedkar International Center, New Delhi. This is being awarded by Ministry of Mines for Sustainability. This award has been felicitated by Hon'ble Union Minister of Mines, Coal & Parliamentary Affairs.

Top Performer Designated Consumer for the Cement Sector of PAT Cycle II

The Ministry of Power has given thrust to energy conservation, and to achieve energy conservation in various sectors in the country, the Bureau of Energy Efficiency, an organisation under the Ministry of Power working towards energy conservation, has introduced the PAT (Perform, Achieve, Trade) scheme.

The Company has made an outstanding contribution to energy conservation under PAT Cycle II in the cement sector and has achieved the highest energy savings of 109283 (toe).

The Company has been conferred with an award and a certificate of appreciation for Top Performer Designated Consumer for the Cement Sector of PAT Cycle II under the National Mission for Enhanced Energy Efficiency (NMEEE) by the Hon'ble Cabinet Minister (Power, New & Renewable Energy) Shri R. K. Singh on March 1, 2023, in New Delhi.

Disclosure for utilization of funds raised pursuant to the preferential allotment of Equity Shares:

During the year under review the Company has issued and allotted 73,26,000 Equity Shares of face value of Rs. 10/- each at a price of Rs. 68.25/- per share (including premium of Rs. 58.25/- per share) aggregating

to Rs. 50 Crore on 30.12.2022 to the Promoter Group entity.

The details of the utilization of proceeds of the said issue as per Regulation 32 (7A) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 as amended from time to time is as under:

Sr.

No.

Original Object for utilization of proceeds of issue

Amount

raised

Fund utilized till 31.03.2023

Amount of Deviation /variation according to the applicable object

Remarks (if any)

1.

The proceeds of the Preferential Issue shall be utilized for prepayment of borrowings of the Company, working capital requirement, capital expenditure and/or other general corporate purposes of the company.

Rs. 50 Crore

Rs. 49.48 Crore

Nil

The amount raised from the preferential issue have been utilized by the Company for the same objects for which it was raised and there is no deviation in the utilization of funds by the Company.

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 cooperation received from the Governmental authorities, the consortium of banks and financial institutions, customers, vendors and investors for their continued support during the year.