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Directors Report of Sahyadri Industries Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their Twenty-Second Annual Report together with the audited statement of accounts for the Financial Year ended March 31, 2016.

1. RESULTS OF OPERATIONS (Rs.. In Lakhs)

Particulars

March 31, 2016

March 31, 2015

Sales & Other Income

36,392.69

43,875.78

Profit Before Tax

(1,898.48)

1,092.53

Provision for Tax

(808.64)

380.92

Profit after Tax

(1,089.84)

711.61

Balance of Profit brought forward from previous Year

8,493.31

8,152.28

Profit Available for Appropriation

7,403.47

8,863.89

Dividend (Including Dividend Distribution Tax)

NIL

172.62

2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31st March 2016 were Rs.. 36,392.69 lacs as against Rs.. 43,875.78 lacs in the previous year. The operating loss amounted to Rs.. 1,898.48 lacs as against Profit of Rs.. 1,092.53 lacs in the previous year. The net loss after tax was Rs.. 1,089.84 lacs as against profit of Rs.. 711.61 lacs in the previous year.

The Company is facing stiff competition in the market. Your Directors are taking serious efforts to improve the bottom line performance of the Company.

3. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report.

4. DIVIDEND

In view of losses, the Board of Directors does not recommend any dividend for the year ended March 31, 2016.

The Register of Members and Share Transfer Books will remain closed from 26th September, 2016 to 30th September, 2016 (both days inclusive).The Company''s Annual General Meeting has been scheduled on Friday, 30th September, 2016 at 3.30 PM.

5. RESERVES

The Board of Directors does not propose to transfer any amount to the reserves.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. V. L. Patel, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

During the year under review, Mr. D. B. Kasad, Mr. J. G. Awate, Mr. S. Y. Mestry and Mr. S. U. Joshi were appointed as Independent Director on 08th August 2015 and their appointment, then being two year, would end on 07th August 2017. In the meanwhile, Mr. D. B. Kasad resigned as Director w.e.f. 7th November 2015. The Directors place on record their appreciation of the contribution made by Mr. D. B. Kasad to the progress of the Company during his tenure as its Director.

At the Board of Directors meeting held on 11th May 2016, the board on the recommendation of Nomination and Remuneration Committee decided to propose to the member''s reappointment of Ms. Sarita Kotasthane as Independent Director for 5 years from 1st October, 2016.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and as per provisions of Listing Regulations.

During the year under review, Mr. Jaywant Rege was resigned as a Company Secretary of the Company w.e.f. 7th August 2015. The Company has appointed Mr. Rohan Nirgudkar as Company Secretary & Compliance Officer of the Company in its board meeting dated 10th August 2015.

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees, internally.

It included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Chairman of Nomination and Remuneration Committee along with an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgment and guidance and support provided to the management.

The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

8. NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. The Nomination and Remuneration Policy is stated in the Corporate Governance Report. The same has also been uploaded on the website of the company under the weblink viz,http://www.silworld.in/index.php / about-us/investors-room/policy.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year five Board Meetings, four Audit Committee Meetings, three Nomination and Remuneration Committee Meetings, One Stakeholder Relationship Committee Meeting and One Finance Committee Meeting was convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and of the profit and loss of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

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

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website. The form AOC-2 is annexed herewith as "Annexure A".

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

13. AUDITORS

a. Statutory Auditor''s

The Company''s Auditors, M/s Parag Patwa and Associates, Chartered Accountants, Pune who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.

b. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of production of Cement Products & Power generation are required to be audited.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee has appointed M/s Nimkar Mohini & Associates to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs. 30,000/-plus Service Tax as applicable. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member''s ratification for the remuneration payable to M/s Nimkar Mohini and Associates., Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting.

c. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P. L. Shettigar, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this Report.

14. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 is included in this Report as "Annexure D" and forms an integral part of this Report.

16. DEPOSITS

The Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

17. RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Risk Management Policy has been uploaded on the website of company under the weblink http:// www. silworld . in/index . php/about - us/investors-room/policy.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board on recommendation of CSR Committee had approved the CSR policy. The CSR Committee consists of Mr. S. V. Patel-Chairman, Mr. J. P. Patel-Member and Mr. S. U. Joshi-Member. The CSR policy is uploaded on Company''s website under the http://www.silworld.in/index . php/about - us/ investors-room/policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure E" forming part of this Report.

19. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annual Report as "Annexure F" which forms a part of this Report.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices.

21. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

22.VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The Whistle Blower Policy is uploaded on the website of the Company under the weblink http://www.silworld.in/index. php/about-us/investors-room/whistle-blower-policy.

23. AUDIT COMMITTEE

The composition of the Audit Committee is provided in Corporate Governance Report and forms a part of this Annual Report. There has been no instance of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

24. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favour of other parties. The Company has also not made any investment of its fund with any other party.

25. ACKNOWLEDGMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We are grateful to the various state governments & local authorities for their continued co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On Behalf of the Board of Directors of

SAHYADRI INDUSTRIES LIMITED

Jayesh Patel Satyen Patel

Chairman Managing Director

(DIN: 00131517) (DIN: 00131344)

Pune, May 11, 2016


Mar 31, 2015

The Members,

The Directors have pleasure in presenting their Twenty-First Annual Report together with the audited statement of accounts for the Financial year ended March 31,2015.

1. RESULTS OF OPERATIONS (Rs. In Lakhs)

Particulars March 31,2015 March 31,2014

Sales & Other Income 43,875.78 37,378.97

Profit Before Tax 1092.53 (863.88)

Provision for Tax 380.92 (262.07)

Profit after Tax 711.61 (601.81)

Balance of Profit brought forward from previous Year 8152.28 8810.03

Profit Available for Appropriation 8863.89 8208.22

Dividend (Including Dividend Distribution Tax) 172.62 55.93

Profit Carried to Balance-Sheet 8522.08 8152.28

2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31st March 2015 were Rs. 43,875.78 lacs as against Rs.37,378.97 lacs in the previous year. The operating profit amounted to Rs.1092.53 lacs as against Loss of Rs. 863.88 lacs in the previous year. The net profit after tax was Rs. 711.61 lacs as against loss of Rs. 601.81 lacs in the previous year. Your company product has been well received in the overseas market and the export turnover has substantially increased to Rs.5402.03 lacs as compared to Rs. 2143.85 lacs in previous year.

3. MATERIAL CHANGES AND COMMITMENTS:

New Production Unit near Vijaywada:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this Report except the Company has set up new plant near Vijayawada, Andhra Pradesh for manufacture of cement sheets and other related products which went commercial in May 2015. The plant capacity is 1,80,000 MT perannum.

4. DIVIDEND

The Board of Director is pleased to recommend dividend of 15 %(Rs.1.5 per share of Rs. 10 each) for the year ended March 31, 2015. The total outgo on account of dividend, if approved by the shareholders will be Rs.172.62 lacs (including dividend distribution tax).

The Register of Members and Share Transfer Books will remain closed from 31st July 2015 to 07th August 2015 ( both days inclusive).The Company's Annual General Meeting has been scheduled on 07th August 2015.

5. RESERVES

The Board of Directors does not propose to transfer any amount to the reserves.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. J.P.Patel, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

During the year under review, Mr.D.B.Kasad, Mr.J.G.Awate, Mr.S.Y.Mestry, Mr.S.U.Joshi and Mr.S.U.Koshti were appointed as Independent Director on 08th August 2014 and their appointment, then being one year, would end on 07th August 2015.In the meanwhile, Mr. S.U.Koshti resigned as Director w.e.f. 09th February 2015.The Directors place on record their appreciation of the contribution made by Mr.S.U.Koshti to the progress of the company during his tenure as its Director.

At the Board of Directors meeting held on 09th May 2015, the board on the recommendation of Nomination and Remuneration Committee decided to propose to the members reappointment of Mr. D.B.Kasad, Mr. J.G.Awate, Mr. S.Y.Mestry and Mr.S.U.Joshi as Independent Directors for a period of two years from 08th August 2015 to 07th August 2017.

At the Extra-Ordinary General Meeting held on 28th March 2015 Ms. S.J.Kotasthane was appointed as Independent director w.e.f. 28.03.2015 to hold the office till the conclusion of 22nd Annual General Meeting to be held in the calendaryear2016.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Key Managerial Personnel nominated / appointed by the Board of Directors at its meeting held on 10th May 2014 are Mr. J.P.Patel, Executive Chairman, Mr.S.V.Patel, Managing Director, Mr.V.L.Patel, Whole Time Director, Mr.P.L.Patel, Whole Time Director, Mr.M.K.Sharma, Chief Financial Officer and Mr.Jaiwant Rege, Company Secretary.

7. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees.

The Nomination and Remuneration Committee of the Company recommended Evaluation Policy which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Directors.The exercise was led by the Chairman of Nomination and

Remuneration Committee alongwith an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience , performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgement and guidance and support provided to the management.

The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

8. NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company , in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. The Nomination and Remuneration Policy is stated in the Corporate Governance Report. The same has also been uploaded on the website of the company under the weblink viz,http://www.silworld.in/index.php /about-us/investors-room/policy.

9. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORSANDITSCOMMITTEES

During the year four Board Meetings, four Audit Committee Meetings, two Nomination and Remuneration Committee Meeting, two Corporate Social Responsibility Committee Meeting, One Risk Management Committee Meeting and One Stakeholder Relationship Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013.

10. DIRECTORS' RESPONSIBILITYSTATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and of the profit and loss of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

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

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website. The form AOC-2 is annexed herewith as Annexure'A'.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

13. AUDITORS

a. Statutory Auditor's

The Company's Auditors, M/s Parag Patwa and Associates, Chartered Accountants, Pune who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

b. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of production of Cement Products & power generation are required to be audited.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee has appointed Messrs Nimkar Mohini & Associates to audit the cost accounts of the Company for the financial year 2015-16 on a remuneration of Rs.35,000/-plus Service Tax as applicable. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Messrs Nimkar Mohini and Associates., Cost Auditors is included at Item No. 5 of the Noticeconveningthe Annual General Meeting.

c. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P.L. Shettigar, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this Report.

14. AUDITORS AND SECRETARIAL AUDITORS REPORT

Referring to clause f (3) of Independent Auditor's Report and Clause 7(d) of the annexure to the Independent Auditor's Report both dated 09.05.2015 as well as in Secretarial Audit Report dated 09.05.2015 there was a nominal delay due to oversight of 17 days in transferring the amount of unpaid/unclaimed dividend to Investor Education and Protection Fund (IEPF) established by the Central Government.

15. ENERGY CONSERVATION, TECHNOLOGY- ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

16. EXTRACTOFANNUALRETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 is included in this Report as Annexure D and forms an integral part of this Report.

17. DEPOSITS

The Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

18. RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. The Risk Management Policy has been uploaded on the website of company under the weblink http://www.silworld.in/index.php/about- us/investors-room/policy.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board on recommendation of CSR Committee had approved the CSR policy. The CSR Committee consists of Mr.S.V.Patel-Chairman,Mr.J.P.Patel- Member and Mr. S.U.Joshi-Member. The CSR policy is uploaded on Company's website under the http://www.silworld.in/index.php/about- us/investors-room/policy.The Report on CSR Activities as required under Companies(Corporate

Social Responsibility Policy) Rules,2014 is set out as Annexure E forming part of this Report.

20. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is provided inthe Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annual Report as Annexure F which forms a part of this Report.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS.

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices.

22. INTERNALFINANCIALCONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

23. VIGILMECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and Clause 49 of the Listing Agreement.The Whistle Blower Policy is uploaded on the website of the Company under the weblink http://www.silworld.in/index.php/about- us/investors-room/whistle-blower-policy.

24. AUDIT COMMITTEE

The composition of the Audit Committee is provided in Corporate Governance Report and forms a part of this Annual Report. There has been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

25. LOANS, GUARANTEESORINVESTMENTS

The Company has not given any loan to or provided any guarantee or security in favour of other parties. The Company has also not made any investment of its fund with any other party.

26. AWARD

On 06th February 2015 the Company was awarded the India CSR Community Initiative Award for its novel, innovative and green 'Cemply Swachalay' toilet block at the Indian Sanitation Summit held in Delhi.

27. ACKNOWLEDGMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We are grateful to the various state governments & local authorities for their continued co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On Behalf of the Board of Directors of SAHYADRI INDUSTRIES LIMITED

Jayesh Patel Satyen Patel

Chairman Managing Director

(DIN: 00131517) (DIN: 00131344)

Pune, May 9, 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited statement of accounts for the Financial year ended March 31,2014

Results of operations (Rs. In Lakhs)

Particulars March 31,2014 March 31,2013

Sales & Other Income 37,378.97 41153.64

Profit Before Tax (863.88) 2893.14

Provision for Tax (262.07) 945.23

Profit after Tax (601.81) 1947.91

Balance of Profit brought forward from previous Year 8810.03 7341.78

Profit Available for Appropriation 8202.22 9289.69

Dividend (Including Dividend Distribution Tax) 55.93 279.66

Transfer to General Reserve 0.00 200.00

Profit Carried to Balance-Sheet 8152.28 8810.03



Business Performance

The sales and other income for the year ended 31st March 2014 was Rs. 37,378.97 lacs as against Rs.41153.64 lacs in the previous year, Our operating loss amounted to Rs.(863.88) lacs as against profit of Rs.2893.14 lacs in the previous year. The net loss after tax was Rs.(601.81) lacs as against profit of Rs.1947.91 lacs in the previous year. Please refer Management Discussion and Analysis Report (MDAR) for further details which forms a part of this Report.

Dividend

We are please to recommend a dividend of 5% (Rs. 0.50 per share of Rs. 10 each) for the year ended March 31, 2014. The total amount of dividend, if approved by the shareholders will be Rs. 55.93 lacs (Including Dividend distribution tax and Surcharge)

The register of members and share transfer book will remain closed from Saturday, 2nd August 2014 to Friday, 8th August 2014 (Both days Inclusive). The Company''s Annual General Meeting has been scheduled on 08th August 2014.

Directors

As per the provisions of Companies Act, 2013 and and Articles of Association of the Company, Mr. V.L.Patel ,Mr. P.L.Patel and Mr. J.P.Patel, Directors of the Company ,retire by rotation and are eligible for re-appointment. The Company has received requisite notices in writing from member proposing Mr. D.B.Kasad, Mr. S.U.Koshti, Mr. S.Y.Mestry, Mr.J.G.Awate and Mr. S. U. Joshi for appointment as Independent Directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Directors'' Responsibility Statement

Board of Directors hereby state that

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the Loss of the Company for the year ended on that date;

iii) we have taken proper and sufficient care for the maintenance of the 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; and

iv) we have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s. Parag Patwa & Associates, Chartered Accountants, Pune, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

Fixed deposit

We have not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a separate section titled Corporate Governance Report has been included in this annual report, along with the reports on Management Discussion & Analysis and Additional Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2013-14.

Particulars of employees

The Company has no employee whose particulars are required to be disclosed pursuant to section 217 (2A) of the Companies Act, 1956 read with companies (Particulars of Employee) Rules, 1975

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo:

The details about conservation of energy, technology absorption, foreign exchange earning and outgo as required by section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below.

Conservation of energy

FORM A

Conservation of energy: Not Applicable

FORM B

a) Research and Development

1. Specific Areas in which R & D carried out by the company: In respect of the Building Material division, the Company has been experimenting in varying ratio of raw materials for improving quality and reducing cost.

2. Benefits derived as a result of the above: In respect of Building Material, we have explored the possibilities to increase in productivity and reduction in cost.

3. Future Plan of action: Improve the input mix further.

4. Expenditure on R & D: No expenditure exclusively on R & D has been incurred during the year

B) Technology absorption, adaptation and innovation

No technology has been imported. The in-house technology is continuously upgraded to improve the overall performance of the Company.

C) Foreign exchange earnings & out go (Rs. In Lacs)

Foreign Exchange Earned Rs. 2018.84

Foreign Exchange Outgo Rs. 8840.89

Acknowledgment:

We thank our customers, vendors, investors and bankers for their continued support during the year. We are grateful to the various state governments & local authorities for their continues co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On behalf of the Board of Directors of SAHYADRI INDUSTRIES LIMITED

Jayesh Patel Satyen Patel Chairman Managing Director

Pune, May 10,2014


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting their Nineteenth Annual Report together with the audited statements of accounts for the financial year ended 2012-2013

Results of operations

(Rs. In Lakhs)

Particulars March 31,2013 March 31,2012

Sales & Other Income 41153.64 37772.22

Profit Before Tax 2893.14 1356.76

Provision for Tax 945.23 395.17

Profit after Tax 1947.91 961.59

Balance of Profit brought forward from previous Year 7341.78 6802.44

Profit Available for Appropriation 9289.69 7764.03

Dividend (Including Dividend Distribution Tax) 279.66 222.25

Transfer to General Reserve 200.00 200.00

Profit Carried to Balance-Sheet 8810.03 7341.78

Business Performance

The total income comprising of sales and other incomeforthe yearended 31st March 2013 wasRs. 41153.64 lacs as against Rs. 37772.22 lacs in the previous year, The operating profit amounted to Rs. 2893.14 lacs as against Rs. 1356.76 lacs in the previous year. The net profit after tax was Rs. 1947.91 lacs as against Rs. 961.59 Lakhs in the previous year.

Dividend

The Directors are please to recommend a dividend of 25% (Rs. 2.50 per share of Rs. 10 each) for the year ended March 31, 2013. The total amount of dividend outgo, if approved by the shareholders will be Rs. 279.66 lacs (Including Dividend distributiontaxandSurcharge)

The register of members and share transfer book will remain closed from Saturday, 3rd August 2013 to Saturday ,10th August 2013 ( Both days Inclusives). The company''s Annual General Meetinghasbeenscheduledon10th August2013

Directors

As per the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. S. U. Joshi , Mr. S. U. Koshti & Mr. S. Y. Mestry Directors of the Company, retirebyrotation and are eligible for re-appointment.

Directors''ResponsibilityStatement

Pursuant to the requirement under section 217(AA) of the Companies Act, 1956, relating to the Directors Responsibility statement, the Directors to the best of their knowledge and belief and according to the information obtainedbythem,confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating tomaterialdepartures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2013 and of the Profit or loss of the Company for theyearendedonthatdate;

iii) that the directors had taken proper and sufficient care for the maintenance of the 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; and

iv) that the directors had prepared the annual accountsonagoingconcern basis.

Auditors

The auditors, M/s. Parag Patwa & Associates, Chartered Accountants, Pune, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

Fixeddeposit

The company have not accepted any fixed deposits and,assuch,noamountofprincipalorinterestwas outstandingasoftheBalanceSheetdate.

CorporateGovernance

Pursuanttoclause49ofthe ListingAgreement with Stock Exchange,aseparatesectiontitled Corporate Governance Report has been included in this annual report, along with the reports on Management Discussion & Analysis and Additional ShareholderInformation.

All board members and senior management personnel have affirmed compliance with the code ofconductfortheyear2013-14.

Particularsofemployees

The Company has no employee whose particulars are required to be disclosed pursuant to section217 (2A) of the Companies Act, 1956 read with companies (Particulars of Employee) Rules, 1975

Conservation of Energy, Technology Absorption, ForeignExchangeearningsandoutgo:

The details about conservation of energy, technology absorption, foreign exchange earning and outgo as required by section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below.

Conservationofenergy

FORMA

Conservationofenergy:NotApplicable

FORMB

a)Research and Development

1. Specific Areas in which R & D carried out by the company: In respect of the Building Material division, the Company has been experimenting in varying ratio of raw materials for improving quality and reducing cost.

2. Benefits derived as a result of the above: In respect of Building Material, we have explored the possibilities to increase in productivity and reductionin cost.

3. Future Plan of action: Improve the input mix further.

4. Expenditure on R&D: No expenditure exclusively onR&Dhasbeenincurredduringtheyear

B) Technology absorption, adaptation and innovation

No technology has been imported. The in-house technology is continuously upgraded to improve the overallperformanceoftheCompany.

C)Foreignex changeearnings & out go(Rs.InLacs)

Foreign Exchange Earned Rs.876.96 Foreign Exchange OutgoRs.14937.64

Acknowledgment:

We thank our customers, vendors, investors and bankers for their continued support during the year. We are grateful to the various state governments & localauthoritiesfor their continuedcooperation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth has been made possible by their hard work, solidarity, cooperation and support.

On behalf of the Board of Directors of SAHYADRIINDUSTRIESLIMITED Jayesh Patel Satyen Patel

Chairman Managing Director

Pune,May9,2013


Mar 31, 2012

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited statement of accounts for the Financial year ended March 31, 2012

Results of operations (Rs in Lacs)

Particulars March 31, 2012 March 31, 2011

Sales & Other Income 37772.22 29236.25

Profit before Tax 1356.76 2039.11

Provision for Tax 395.17 691.87

Profit after Tax 961.59 1347.24

Balance of Profit brought forward from previous year 6802.44 5877.45

Profit available for appropriation 7764.03 7224.69

Dividend (including Dividend Distribution Tax) 222.25 222.25

Transfer to General Reserve 200.00 200.00

Profit Carried to Balance Sheet 7341.78 6802.44

Business Performance

The sales and other income for the year ended 31st March 2012 were Rs 37772.22 lacs as against Rs 29236.25 Lakhs in the previous year, The operating profit amounted to Rs 1356.76 Lakhs as against Rs 2039.11 Lakhs in the previous year. The net profit after tax was Rs 961.59 Lakhs as against Rs 1347.24 Lakhs for the previous year.

High inflation had an impact on spending of rural household for new shelter or up gradation of shelter. During the year the raw material prices increased and company could not pass on the entire increase to its customers. This along with impact of currency fluctuation resulted in lower profitability.

Dividend

Board of director is pleased to recommend a dividend , of Rs 2.00 (20%) per equity share of the face value of Rs. 10 each for the year ended March 31, 2012. The total amount of dividend, if approved by the shareholders will be Rs 222.25 lacs (Including Dividend distribution tax and Surcharge) .similar as of the previous year.

Directors

As per the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. J. P Patel, Mr. S.V. Patel and Mr. D B Kasad , retire by rotation and are eligible for reappointment, Mr. M.P Kulkarni resigned as the director of the company during the year. Board of Directors places on record its appreciation for contribution to Companies business. Mr. M P Kulkarni agreed on request of the Board that he would be associated with the Company as a consultant.

Mr. P L. Patel, Mr. V. L. Patel, Mr. J. P Patel and Mr. S. V. Patel were appointed as Chairman, Managing Director, Executive Director and Director Commercial respectively of the Company in the Board meeting held on 26.06.2009 for a period of 5 years from 1 st July 2009 and approved by the shareholders in their meeting held on 30th September 2009.

During the year under review, Mr. R L. Patel & V. L. Patel expressed their desired to relinquish their respective offices of chairman and Managing director and to redesign ate themselves as whole time directors of the Company. Mr. R L. Patel & V. L. Patel navigated the affairs of the Company from its beginning to scale the present height achieved by the Company.

Board appreciated their remarkable contribution towards building of the Company and taking to new height during their tenure as a Chairman and Managing Director respectively. The Board of Directors promoted Mr. J. R Patel as Executive Chairman and Mr. S. V. Patel as Managing Director for their remaining term and wish them success in their new roles and responsibilities.

Awards

During the financial year, the Company s wind farm was identified by the Indian Wind Power Association to be the BEST WIND FARM (Above 2MV Category ) in Maharashtra among wind farms located in Maharashtra, Gujarat, Rajasthan and Madhya Pradesh for the year 2010-11 and award was received.

Directors Responsibility Statement

Pursuant to the requirement under section 217 (AA) of the Companies Act, 1956, relating to the Directors Responsibility statement, the Directors to the best of their knowledge and belief and according to the information obtained by them, confirm that:

i) In the preparation of the annual accounts for the financial year 2011-12 the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the Profit of the Company for the year ended on that date;

iii) we have taken proper and sufficient care for the maintenance of the 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; and

iv) we have prepared the annual accounts on a going concern basis.

Auditors .

The auditors, M/s Parag Patwa & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

Fixed deposit

We have not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a separate section titled Corporate Governance Report has been included in this annual report, along with the reports on Management Discussion & Analysis and Additional Shareholder Information,

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2011-12.

Particulars of employees

The Company has no employee whose particulars are required to be disclosed pursuant to section217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975 Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo:

The details about conservation of energy, technology absorption, foreign exchange earnings and outgo as required by section 217(l)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below.

FORMA

Conservation of energy: Not Applicable

FORM B

a) Research and Development

1. Specific Areas in which R & D carried out by the company: In respect of the Building Material division, the Company has been experimenting in varying ratio of raw materials for improving quality and reducing cost.

2. Benefits derived as a result of the above: In respect of Building Material, we have explored the possibilities for increase in productivity and reduction in cost.

3. Future Plan of action: Improve the input mix further.

4. Expenditure on R & D: No expenditure exclusively on R & D has been incurred during the year.

B) Technology absorption, adaptation and innovation

No technology has been imported. The in-house technology is continuously upgraded to improve the overall performance of the Company.

C) Foreign exchange earnings & out go (Rs In Lacs)

- Foreign Exchange Earned Rs 238.82

- Foreign Exchange Outgo Rs 10325.76

Acknowledgment:

We thank our customers, vendors, investors and bankers for their continued support during the year. We are grateful to the various state governments & local authorities for their continues co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On behalf of the Board of Directors of

SAHYADRI INDUSTRIES LIMITED

Jayesh Patel Satyen Patel

Chairman Managing Director

Pune, May 30, 2012


Mar 31, 2011

To the Members,

We are delighted to present the report on our business and operations for the year ended March 31, 2011.

Financial Results (Rs. In Lakhs)

Particulars March 31, 2011 March 31, 2010

Sales & other income 29994.33 29924.61

Profit before tax 2049.25 3990.31

Provision for tax 692.67 1251.55

Profit after tax 1347.24 2682.22

Balance of Profit brought forward from previous year 5877.45 3829.72

Profit available for appropriation 7224.69 6511.94

Dividend (including dividend distribution tax) 222.25 334.49

Transfer to General Reserve 200.00 300.00

Profit Carried to Balance Sheet 6802.44 5877.45

Performance

The sales and other income for the year ended March 31, 2011 was Rs. 29994.33 Lakhs as against Rs. 29924.61 Lakhs for the previous year. The Company earned a profit before tax of Rs. 2049.25 Lakhs and profit after tax of Rs. 1347.24 during the year ended March 31, 2011 as against profit before tax of Rs. 3990.31 Lakhs and profit after tax of Rs. 2682.22 Lakhs during the year ended March 31, 2010.

The high inflation had an impact on spend of rural households for new shelter or upgradation. During the year under review, raw material prices were also increased and the Company could not pass on the increase to its customers. On account of high raw material prices, the Company saw a drop in profitability.

Expansions

To increase the market share, the Company is constantly exploring the option to set up new plants in new strategic locations to keep pace with the growing demand for our products. During the year under review the Company has set up plant at Mahuvej in Gujarat and started commercial production from it from 25th February 2011. This will help the company to cater to the growing market for roofing sheets in the country, as the demand for this product is expanding.

Also Company has decided to set up its fifth plant at Vijayawada in the state of Andhra Pradesh. During the year under review the land has been acquired and public hearing was completed successfully.

New Company

Though the concept of wind power is new in India, your Company has developed the wind farm in phases since 2000, and has thus, in the process gained experience to further expand its power generation capacities. In view of the expansion of power business, your Company has incorporated new company namely Sahyadri Enerco Private Limited on 2nd March 2011 for generation of power by non conventional resources.

Dividend

We recommended final dividend of Rs. 2 per share (20%) for the year ended March 31, 2011. The dividend amount to be paid out is being Rs. 222.25 Lakhs including dividend distribution tax.

The register of members and share transfer books will remain closed from 22nd August 2011 to 26th August 2011 (both days inclusive). Our Annual General Meeting has been scheduled for 26th August 2011.

Directors

As per the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. P. L. Patel, Mr. V. L. Patel and Mr. J. G. Awate, retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment.

As required, the requisite details of Directors seeking re-appointment are included in this Annual Report.

Awards

The Company's wind farm has bagged BEST PERFORMING WIND FARM award for the third consecutive time among wind farms located in Maharashtra, Gujarat, Rajasthan and Madhya Pradesh for the year 2008-09.

Directors’ Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, relating to Directors’ Responsibility Statement, the Directors, to the best of their knowledge and belief and according to the information obtained by them, confirm that:

i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2011 and of the Profit of the Company for the year ended on that date;

iii) they have taken proper and sufficient care for the maintenance of the 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; and

iv) they have prepared the annual accounts for the year ended March 31, 2011 on a going concern basis.

Auditors

The auditors, Parag Patwa & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Fixed deposit

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a separate section titled Corporate Governance Report has been included in this annual report, along with the reports on Management Discussion & Analysis and Additional Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2010-11.

Particulars of employees

The Company has no employee whose particulars are required to be disclosed pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo:

The details about conservation of energy, technology absorption, foreign exchange earning and outgo as required by section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below. Conservation of energy

Acknowledgment

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Auditor's Report

With reference to the clause 18 of the Annexure to the Auditor's Report, we state that during the course of internal check, it came to notice that collection made by one of the employee of the company from customers was not deposited with the company. The complaint was filed in court of law.

Authentication of Balance Sheet and Profit and Loss Account

Since Mr. P. L. Patel, Chairman and Mr. V. L. Patel, Managing Director are out of India, the Annual Report is signed by Mr. J. P. Patel, Executive Director and Mr. S. V. Patel, Director Commercial on Behalf of the Board.

On behalf of the Board of Directors

J. P. Patel S. V. Patel Executive Director Director Commercial

Pune, 30th May 2011


Mar 31, 2010

We are delighted to present the report on our business and operations for the year ended March 31, 2010.

Results of operations (Rs. In Lakhs) Particulars March 31, 2010 March 31, 2009

Sales & other income 29924.61 25337.59

Profit before interest 4730.74 3294.46

Interest 723.92 836.54

Profit before tax 4006.82 2576.73

Provision for tax including deferred tax 1251.55 597.77

Profit after tax 2738.76 1978.96

Dividend(including dividend distribution tax) 334.49 223.73

Transfer to general reserve 300.00 250.00

Profit Carried to balance sheet 2047.73 1505.23

Business

Our total income increased to Rs. 29924.61 Lakhs from Rs. 25337.59 Lakhs in the previous year, at a growth rate of 18%. Our profit before interest & tax amounted to Rs. 4730.74 Lakhs as against Rs. 3294.46 Lakhs in the previous year. The net profit after tax was Rs. 2738.76 Lakhs as against Rs. 1978.96 Lakhs in the previous year, at a growth rate of 38%.

New project

The Company is setting up a new plant for the manufacture of fibre cement sheets at village Mahuvej, Tal. Mangrol, Dist. Surat, in the state of Gujarat, at a cost of about Rs.2,800 Lakhs, for which land has been acquired. The plant capacity will be 84,000 tons p.a. and will cater to the Northern part of India. Pollution control clearance has been obtained from the Ministry of Environment, New Delhi. The plant is expected to be commissioned before 31st December 2010.

Dividend

We recommended final dividend of Rs. 3 per share (30%) for the year ended March 31, 2010. The dividend amount paid out is Rs. 287 Lakhs as against Rs. 191 Lakhs in the previous year.

The register of members and share transfer books will remain closed from 17th August, 2010 to 23rd August, 2010 (both days inclusive). Our Annual General Meeting has been scheduled for 23rd August, 2010.

Directors

As per the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. S. U. Koshti, Mr. M. P. Kulkarni and Mr. S. U. Joshi, retire by rotation and are eligible for reappointment.

Directors Responsibility Statement

Board of Directors hereby state that

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010 and of the Profit of the Company for the year ended on that date;

iii) we have taken proper and sufficient care for the maintenance of the 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; and

iv) we have prepared the annual accounts on a going concern basis.

Auditors

The auditors, Parag Patwa & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Fixed deposit

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with Stock

Exchange, a separate section titled Corporate Governance Report has been included in this annual report, along with the reports on Management Discussion & Analysis and Additional Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2009-10.

Particulars of employees

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo :

The details about conservation of energy, technology absorption, foreign exchange earning and outgo as required by section 217(1)(e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as given below.

Conservation of energy

FORM A

Conservation of energy: Not Applicable

FORM B

a) Research and Development

1. Specific Areas in which R & D carried out by the company: In respect of the Building Material division, the Company has been experimenting in varying ratio of raw materials for improving quality and reducing cost.

2. Benefits derived as a result of the above: In respect of Building Material, we have explored the possibilities to increase in productivity and reduction in cost.

3. Future Plan of action: Improve the input mix further.

4. Expenditure on R & D: No expenditure exclusively on R & D has been incurred during the year.

B) Technology absorption, adaptation and innovation

No technology has been imported. The in-house technology is continuously upgraded to improve the overall performance of the Company.

C) Foreign exchange earnings & out go

1. Foreign Exchange Earned Rs. 6,383,645

2. Foreign Exchange Outgo Rs. 579,760,091

Acknowledgment

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On Behalf of the Board of Directors

P. L. Patel V. L. Patel

Chairman Managing Director

Pune, 29th May 2010

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