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Directors Report of Sahyadri Industries Ltd.

Mar 31, 2018

Boards Report

The Members,

Yours Directors have pleasure in presenting their Twenty-Fourth Annual Report together with the audited statement of accounts for the Financial Year ended March 31st, 2018.

1. FINANCIAL RESULTS

Results of Operations (Rs. In Lakhs)

Particulars	March 31, 2018	March 31, 2017
Sales & Other Income	27849.68	28563.96
Profit Before Tax	3565.60	435.18
Provision for Tax	1123.70	(135.46)
Total Comprehensive Income	2449.03	317.14
Balance of Profit brought forward from previous Year	7723.90	7,406.76*
Profit Available for Appropriation	10172.93	7723.90
Dividend (Including Dividend Distribution Tax)	NIL	NIL
Exceptional items- lncome/(Expenses)	260.78	Nil

* Balance of profit brought forward for the year 2016-17 shown after adjustment of IND AS Rs 3.29lakhs

2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31st March 2018 were Rs. 27849.68 Lakhs as against Rs. 28563.96 Lakhs in the previous year. The operating Profit amounted to Rs. 3304.82 Lakhs as against Rs. 435.19 Lakhs in the previous year. Total comprehensive income after tax was Rs. 2449.03 Lakhs as against Rs. 317.14 Lakhs in the previous year.

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 order to conserve the resources, the Board of Directors does not recommend any dividend for the year ended March 31,2018.

5. RESERVES

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

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Mr. PL. Patel and Mr. V. L. Patel cease to be Whole Time Directors w.e.f 30th June 2017. Mr. J. P. Patel and Mr. S. V. Patel whose tenure as Executive Chairman and Managing Director was upto 30th June 2017 were reappointed w.e.f 1stJuly2017.

During the year under review, Mr. J. G. Awate, Mr. S. Y. Mestry and Mr. S. U. Joshi were Independent Director''s retire w.e.f 7th August 2017. Ms. Sarita Kotasthane and Adv S. B. Malegaonkar continue to be Independent Director''s of the Company.

All the Independent Director''s 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, Ms. Yashodhara Agashe was appointed as Company Secretary & Compliance Officer w.e.f 15th April 2017.

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 Director''s.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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/policv.

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

During the year Five Board Meetings, Four Audit Committee Meetings, Four Nomination and Remuneration Committee Meetings, One Stakeholder Relationship Committee Meeting, and One Independent Directors Meeting and 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 asAnnexure''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. CORPORATE GOVERNANCE & SECRETARIAL STANDARDS:

Pursuant to regulation 34 of the Listing regulations and relevant sections of the act a Management Discussion and Analysis Statement Report on corporate governance and Auditor''s certificate are included in Annual Report.

The Company has complied with applicable secretarial standard lead down by the Institute of Company Secretaries of India, New Delhi.

14. AUDITORS AND AUDITORS''REPORT:

a. Statutory Auditor''s and Auditors Report

Pursuant to the provisions of section 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made there under, as amended from time to time, appointment of M/s. Vijay S. Kalera & Associates , Chartered Accountants, Pune [Firm Registration No. 115160W] as the Statutory Auditors of the Company was made by the members at the 23rd Annual General Meeting held on 28 September, 2017 for a term of five years, subject to the ratification of members in every Annual General Meeting.

Their appointment be and is hereby ratified for the financial year 2018-19 on such remuneration as may be fixed by the Board.

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.

Independent Auditors Report forms part of this Annual Report.

b. Cost Auditors and Cost Auditors Report

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 Mohani & Associates to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs. 30.000/- plus Goods and Services 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 forthe remuneration payable to M/s Nimkar Mohani and Associates, Cost Auditor is included at Item No. 6 of the Notice convening the Annual General Meeting.

c. Secretarial Audit and Secretarial Auditors Report

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 had appointed Mr. Suvir Saraf, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this Report.

d. Auditor''s Comment

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their Audit Report. However the Secretarial Auditor report have qualification. The same is summarized as under:

The company has failed to file E Form CHG-1 (Creation of Charge on 04th December 2017 during the reporting period.)

e. Board''s Reply

The Company is under the process for filing the same.

15. 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".

16. 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.

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 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/policv

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 Adv S. B. Malegaonkar-Member. The CSR policy is uploaded on Company''s website under the http://www.silworld.in/index.php/about -us/investors-room/policv. 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(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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 familiarize with the Company''s procedures and practices.

22. 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.

23. 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-policv.

24. AUDIT COMMITTEE

The composition of the Audit Committee is provided in Corporate Governance Report and

30th June 2018

Regd. Office: 39/D, Swastik House,

J. N. Road, Gultekdi, Pune411037

W: www.silworld.inE:info(g).silworld.in

T: 20 2644 4625/26/27

F: 20 2644 4624/2645/8888

CIN No:L26956PN1994PLC078941

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.

25. 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.

26. 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 the Directors FOR SAHYADRI INDUSTRIES LIMITED

Sd/-	Sd/-
Jayesh Patel	Satyen Patel
Chairman	Managing Director
(DIN: 00131517)	(DIN: 001 31 344)

ANNEXUREA Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions underthird proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis: The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arm''s length during financial year2017-18.

2. Details of material contracts or arrangement or transactions at arm''s length basis: The Company has not entered into material contract or arrangement or transaction with its related parties during financial year 2017-18.

On Behalf of the Board of the Directors FOR SAHYADRI INDUSTRIES LIMITED

	-Sd-	-Sd-
Place : Pune	Jayesh Patel	Satyen Patel
Dtate:30thJune2018	Chairman	Managing Director
Dtate:30thJune2018	(DIN: 00131517)	(DIN: 001 31 344)

ANNEXUREB

SECRETARIAL AUDIT REPORT Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31st March, 2018

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

SAHYADRI INDUSTRIES LIMITED

39/DGULTEKDI,J.N.MARGPUNE-411037

CIN: L26956PN1994PLC078941

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sahyadri Industries Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 st March, 2018 according to the provisions of:

(i) The Companies Act, 2013, The Companies Amendment Act, 2017 (the Act) and the rules made thereunder (in so far as they are made applicable);

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and by-Laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBIAct''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (not applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008(not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and dealing with client to the extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the Company during theAudit Period).

(i) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 (applicablefrom 1st December, 2015).

vi) I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws specifically applicable:-

a) Factories Act, 1948 and the relevant Rules made thereunder and the Rules framed by the States of Maharashtra, Gujarat, Andhra Pradesh and Tamil Nadu relating to handling and processing of any article of asbestos and any other process of manufacture or otherwise in which asbestos is used in anyform.

b) Indian Boiler Act, 1923 and regulations as specified thereunder;

c) The Environment Protection Act, 1986

d) Trade Marks Act, 1999

e) Patents Act, 1970

f) Copyright Act, 1957

g) Design Act, 2000

I have also examined compliance with the applicable clauses and regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India''; and

(ii) The Listing Agreement entered into by the Company with Stock Exchange(s) pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above except

i) for the filing of e form CHG-1 (Creation of Charge on 04th December 2017 during the reporting period).

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent

Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, at the annual general held on 28th September, 2017 following special resolutions were passed:-

a. Approval of members to re-appoint Mr. J.P. Patel as Executive Chairman of the company and revision in the remuneration paid to him for a period of 3 years with effect from 01st July 2017.

b. Approval of members to re-appoint Mr. S.V. Patel as Managing Director of the company and revision in the remuneration paid to him for a period of 3 years with effect from 01st July 2017.

c. The appointment of Mr. S.B. Malegaonkar as the Independent Director of the Company for a term of 5 consecutive years with effect from 07th August 2017.

Otherevents

There was sale of 2900 equity shares in the open market by one of the shareholder belonging to the promoter group, which is within the allowable limits.

	Suvir G. Saraf
Place: Pune	A.C.S. No. 29981
Date: 30th June, 201 8	C.P. No. 11409

ANNEXURE C Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

(a) Conservation of energy:

(i) Steps taken or impact on conservation energy

Use of energy efficient LED lights at office area, street light and shop floor and parking areas at all Plants and Head Office.

Avoiding use of Elevators to conserve Electric energy. (ii) Steps taken by the company for utilizing alternate source of energy

Out of total energy Consumption of power worth of Rs. 1372.82 Lacs Company has used non-conventional source of energy generated by own windmills of worth of Rs. 265.94 Lacs (19.37%).

(b) Technology absorption:

(i) The efforts made towards technology absorption

The in house technology is continuously upgraded to improve overall performance of the Company.

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

In respect of Building Material, your company has explored the possibilities to increase in productivity and reduction in cost.

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

No technology has been imported during previous three financial year. (iv) the expenditure incurred on Research and Development

No expenditure exclusively on R&D has been incurred during the year. C) Foreign exchange earnings and outgo

Earning in Foreign Currency: Rs. 1734.04 Lakh Foreign Currency Outgo: Rs. 6334.26 Lakhs

On Behalf of the Board of the Directors FOR SAHYADRI INDUSTRIES LIMITED

	Jayesh Patel	Satyen Patel
Place : Pune	Chairman	Managing Director
Date: 30th June, 201 8	(DIN: 00131517)	(DIN: 001 31 344)

ANNEXURED

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the Financial Year ended on 31st March 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)	CIN	L26956PN1994PLC078941
ii)	Name of the Company	SAHYADRI INDUSTRIES LIMITED
iii)	Date of Registration	13TH JUNE 1994
iv)	Category / Sub-Category of the Company	Company Limited by Shares, Non-Govt Company
v)	Address of the Registered office and contact details	39/D, SWASTIK HOUSE, GULTEKDI, J.N.MARG, PUNE-411037. T: 91 20 2644 4625/26/27 F: 91 20 2644 4624, 2645 8888 E-mail: info(5)silworld.in, Website: www.silworld.in
vi)	Whether listed company Yes / No	Yes
vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any	M/S Sharex Dynamic (India) Pvt. Ltd. Unit No. 1, Luthra Industrial Premises, Safed Pool, Andheri (E), Mumbai - 400 072 Phone No (022) -2851 5606/44 Fax No (022) 2851 2885 www.sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.	Name and Description of main products /services	NIC Code of the Product/ service	% to total turnover of the Company
1.	Fibre Cement Products	23959	97

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

#	Name and address of the Company	CIN/GLN	Holing/Subsidiary/ Associate	% of shares Held	Applicable section
NOT APPLICABLE

D. SHARE HOLDING PATTERN i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year 31-03-201 7				No. of Shares held at the end of the year 31-03-201 8				% Change during
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	%of Total
A. PROMOTER''S
(1). INDIAN
(a). Individual	6319089	0	6319089	66.089	6293002	0	6293002	65.816	-0.273
(b). Central Govt.		0				0			0
(c). State Govt(s).		0				0			0
(d). Bodies Corpp.	33602	0	33602	0.351	33602	0	33602	0.351	0
(e). FUNS /BANKS.		0				0			0
(f). Any Other		0				0			0
Sub-total (A) (1):-	6352691	0	6352691	66.44	6326604	0	6326604	66.167	-0.273

(2). FOREIGN
(a). Individual NRI/ For Ind		0				0			0
(b). Other Individual		0				0			0
(c). Bodies Corporates		0				0			0
(d). Banks /Fl I		0				0			0
(e). Qualified Foreign Investor		0				0			0
(f). Any Other Specify		0				0			0
Sub-total (A) (2):-	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A) = A)(1) (A)(2)	6352691	0	6352691	66.440	6326604	0	6326604	66.167	-0.273

(B) (1). PUBLIC SHAREHOLDING
(a). Mutual Funds		0				0			0.000
(b). Banks / Fl	1000	0	1000	0.010	1000	0	1000	0.010	0.000
(c). Central Govt.		0			52273	0	52273	0.547	0.547
(d). State Govt.		0				0			0.000
(e). Venture Capital Funds		0				0			0.000
(f). Insurance Companies		0				0			0.000
(9). Flls		0			8271	0	8271	0.087	0.087
(h). Foreign Venture Capital Funds		0				0			0.000
(i). Others (specify)		0				0			0.000
Sub-total (B)(1):-	1000	0	1000	0.01	61544	0	61544	0.644	0.634

2. Non-Institutions (a). BODIES CORP

(i). Indian	345871	6600	352471	3.686	255158	0	255158	2.669	-1.017
(ii). Overseas		0				0			0.000
(b). Individuals
(i) Individual shareholders holding nominal share capital uptoRs.1 lakh	1674851	136708	1811559	18.946	2024522	90808	2115330	22.123	3.177
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh	914406	0	914406	9.563	536225	0	536225	5.608	-3.955
(c). Other (specify)
Non Resident Indians	42308	0	42308	0.442	193544	0	193544	2.024	1.582
Overseas Corporate Bodies		0				0			0
Foreign Nationals		0				0			0
Clearing Members	87065	0	87065	0.911	70595	0	70595	0.738	-0.173
Trusts		0			2500	0	2500	0.026	0.026
Foreign Bodies - D R		0				0			0
Sub-total (B)(2)>	3064501	143308	3207809	33.548	3082544	90808	3173352	33.188	â¢0.36
Total Public Shareholding (B)=(B)(1) (B)(2)	3065501	143308	3208809	33.558	3144088	90808	3234896	33.832	0.274

C. Shares held by Custodian for GDRs &		0				0			0.000
ADRs
Grand Total (A B C)	9418192	143308	9561500	100.00	9470692	90808	9561500	100.00	0.001

Shareholding of promoters MGT9 Report

		Shareholding at the beginning of the year %of			Shareholding at the end of the Year %of %
				shares			shares
Sr. No	Shareholder''s Name	No. of Shares	% of total Shares of the company	Pledged/ encumbe red to total shares	No.of Shares	% of total Shares of the company	Pledged /encumb ered to total shares	changes in share holding during the year
1	PATEL JAYESH PURUSHOTTAM	579350	6.059	0	579350	6.059	0	0
2	TRILOCHANAVIPULPATEL	578250	6.048	0	578250	6.048	0	0
3	PATEL CHETAN PURUSHOTTAM	574323	6.007	0	574323	6.007	0	0
4	SHILPAJ PATEL	564150	5.9	0	564150	5.9	0	0
5	PATEL PURNA CHETAN	520000	5.438	0	520000	5.438	0	0

6	PATEL MARSHA JAYESH	515400	5.39	515400	5.39	0
7	VALLABBHAI LALJIBHAI PATEL	500371	5.233	500371	5.233	0
8	GEETA S PATEL	475000	4.968	475000	4.968	0
9	PATEL PARVATI VALLABHBHAI	419803	4.391	419803	4.391	0
10	PATEL BHARATIBEN PURUSHOTTAM	348125	3.641	348125	3.641	0
11	SATYEN PATEL	294326	3.078	294326	3.078	0
12	PATEL PURUSHOTTAM LALJIBHAI HUF	291300	3.047	291300	3.047	0
13	PURUSHOTTAMBHAI LALJIBHAI PATEL	283996	2.97	283996	2.97	0
14	VIPULVALLABH PATEL	141008	1.475	141008	1.475	0
15	JIGNESH PATEL	133300	1.394	133300	1.394	0
16	PATEL VALLABHBHAI LALJIBHAI HUF	74300	0.777	74300	0.777	0
17	POONAM ROOFING PRODUCTS PVT LTD	33602	0.351	33602	0.351	0
18	MALVI JAYESH PATEL	13500	0.141	0	0	-0.141
19	RASHMI GUNVANT PATEL	9687	0.101	0	0	-0.101
20	PATEL HITENDRA MANUBHAI	2900	0.03	0	0	-0.03

Change in Promoter''s Shareholding(Please specify, if there is no change)

		Shareholding at the Beginning of the Year No of			Shareholding at the end of the Year
Sr. No	Shareholder''s Name	Shares at the beginning /end of the Year	% of the Shares of the company	Date	Increasing/ Decreasing in shareholdi ng	Reason	No.Of shares	% of total Shares of the company
1	MALVI JAYESH PATEL	13500	0.141	31-03-2017
	-Closing Balance			02-02-2018	-13500	Sold	0	0
2	RASHMI GUNVANT PATEL	9687	0.101	31-03-2017
				02-02-2018	-5560	Sold	4127	0.043
	-Closing Balance			09-02-2018	4127	Sold	0	0
3	PATEL HITENDRA MANUBHAI	2900	0.03	31-03-2017
	-Closing Balance			02-02-2018	-2900	Sold	0	0

Shareholding pattern of top ten Shareholders (other than Directors, promoters and Holders of GDRs and ADRs):

Sr. No	Name	No.of Shares at the beginning /end of the Year	% of the Shares of the company	Date	Increasing/ Decreasing in shareholding	Reason	No.Of shares	%of total Shares of the company
1	RAVINDER PAL SINGH KAINTH	42275	0.442	15-09-2017
				22-09-2017	-4000	Sold	38275	0.400
				30-09-2017	4089	Buy	42364	0.443
				06-10-2017	411	Buy	42775	0.447
				20-10-2017	2500	Buy	45275	0.474
				27-10-2017	10466	Buy	55741	0.583
				03-11-2017	4844	Buy	60585	0.634
				10-11-2017	-11217	Sold	49368	0.516
				17-11-2017	-10093	Sold	39275	0.411
				24-11-2017	34516	Buy	73791	0.772
				01-12-2017	6394	Buy	80185	0.839
				08-12-2017	8815	Buy	89000	0.931
				15-12-2017	14200	Buy	103200	1.079
				22-12-2017	6160	Buy	109360	1.144
				29-12-2017	-106	Sold	109254	1.143
				31-12-2017	-8200	Sold	101054	1.057
				05-01-2018	-7292	Sold	93762	0.981
				12-01-2018	-1419	Sold	92343	0.966
				19-01-2018	6759	Buy	99102	1.036
				26-01-2018	3085	Buy	102187	1.069
				02-02-2018	-1902	Sold	100285	1.049
				09-02-2018	22230	Buy	122515	1.281
				16-02-2018	5886	Buy	128401	1.343
				23-02-2018	13906	Buy	142307	1.488
				02-03-2018	1193	Buy	143500	1.501
				09-03-2018	-6676	Sold	136824	1.431
				16-03-2018	176	Buy	137000	1.433
				23-03-2018	-11026	Sold	125974	1.318
	-Closing Balance			31-03-2018	-2126	Sold	123848	1.295

2	0 P CHUGH	78070	0.817	31-03-2017
				15-09-2017	5517	Buy	83587	0.874
	-Closing Balance			31-03-2018			83587	0.874

Sr. No	Name	No.of Shares at the beginning /end of the Year	% of the Shares of the company	Date	Increasing/ Decreasing in shareholding	Reason	No.Of shares	%of total Shares of the company
3	ADITYA BIRLA MONEY LIMITED	51845	0.542	31-03-2017
				07-04-2017	5255	Buy	57100	0.597
				26-05-2017	-100	Sold	57000	0.596
				09-06-2017	200	Buy	57200	0.598
				16-06-2017	-200	Sold	57000	0.596
				23-06-2017	588	Buy	57588	0.602
				30-06-2017	-250	Sold	57338	0.600
				07-07-2017	44	Sold	57294	0.599
				14-07-2017	100	Buy	57394	0.600
				15-09-2017	231	Buy	57625	0.603
				30-09-2017	5	Buy	57630	0.603
				06-10-2017	-200	Sold	57430	0.601
				20-10-2017	-2000	Sold	55430	0.580
				27-10-2017	50	Buy	55480	0.580
				03-11-2017	-75	Sold	55405	0.579
				10-11-2017	165	Buy	55570	0.581
				17-11-2017	60	Buy	55630	0.582
				24-11-2017	-90	Sold	55540	0.581
				01-12-2017	-110	Sold	55430	0.580
				15-12-2017	-100	Sold	55330	0.579
				22-12-2017	-70	Sold	55260	0.578
				05-01-2018	1495	Buy	56755	0.594
				12-01-2018	-15	Sold	56740	0.593
				19-01-2018	-230	Sold	56510	0.591
				09-02-2018	11	Buy	56521	0.591
				16-02-2018	-1511	Sold	55010	0.575
				09-03-2018	3	Buy	55013	0.575
	-Closing Balance			31-03-2018			55013	0.575

4	INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS	52273	0.547	08-12-2017
	-Closing Balance			31-03-2018		No Change	52273	0.547


Sr. No	Name	No.of Shares at the beginning /end of the Year	% of the Shares of the company	Date	Increasing/ Decreasing in shareholding	Reason	No.Of shares	%of total Shares of the company
5	MAHESH KUMAR SINGHI	90959	0.951	31-03-2017
				07-04-2017	-5950	Sold	85009	0.889
				14-04-2017	-2000	Sold	83009	0.868
				19-05-2017	-1385	Sold	81624	0.854
				26-05-2017	-26	Sold	81598	0.853
				09-06-2017	-3322	Sold	78276	0.819
				16-06-2017	-3000	Sold	75276	0.787
				23-06-2017	-8000	Sold	67276	0.704
				15-09-2017	-9000	Sold	58276	0.609
				20-10-2017	-1000	Sold	57276	0.599
				27-10-2017	-900	Sold	56376	0.590
				24-11-2017	-10000	Sold	46376	0.485
				01-12-2017	-2000	Sold	44376	0.464
				22-12-2017	-2745	Sold	41631	0.435
				29-12-2017	-1000	Sold	40631	0.425
				31-12-2017	-1788	Sold	38843	0.406
				12-01-2018	-1000	Sold	37843	0.396
				19-01-2018	-1785	Sold	36058	0.377
				26-01-2018	-1500	Sold	34558	0.361
				16-02-2018	-100	Sold	34458	0.360
	-Closing Balance			31-03-2018			34458	0.360

6	MOTILAL OSWAL SECURITIES LTD -CLIENT ACCOUNT	12557	0.131	31-03-2017
				07-04-2017	-215	Sold	12342	0.129
				14-04-2017	-274	Sold	12068	0.126
				21-04-2017	8725	Buy	20793	0.217
				28-04-2017	-3871	Sold	16922	0.177
				05-05-2017	1979	Buy	18901	0.198
				12-05-2017	-6929	Sold	11972	0.125
				19-05-2017	9133	Buy	21105	0.221
				26-05-2017	-15105	Sold	6000	0.063
				02-06-2017	-1294	Sold	4706	0.049
				09-06-2017	-8	Sold	4698	0.049
				16-06-2017	1142	Buy	5840	0.061
				23-06-2017	-1374	Sold	4466	0.047
				30-06-2017	952	Buy	5418	0.057

Sr. No	Name	No.of Shares at the beginning /end of the Year	% of the Shares of the company	Date	Increasing/ Decreasing in shareholding	Reason	No.Of shares	%of total Shares of the company
				07-07-2017	1812	Buy	7230	0.076
				14-07-2017	5537	Buy	12767	0.134
				15-09-2017	-3432	Sold	9335	0.098
				22-09-2017	-3582	Sold	5753	0.060
				30-09-2017	1618	Buy	7371	0.077
				06-10-2017	2906	Buy	10277	0.107
				13-10-2017	-2230	Sold	8047	0.084
				20-10-2017	20255	Buy	28302	0.296
				27-10-2017	-16702	Sold	11600	0.121
				03-11-2017	-2204	Sold	9396	0.098
				10-11-2017	526	Buy	9922	0.104
				17-11-2017	631	Buy	10553	0.110
				24-11-2017	277	Buy	10830	0.113
				01-12-2017	-362	Sold	10468	0.109
				08-12-2017	9933	Buy	20401	0.213
				15-12-2017	372	Buy	20773	0.217
				22-12-2017	-849	Sold	19924	0.208
				29-12-2017	1240	Buy	21164	0.221
				05-01-2018	-445	Sold	20719	0.217
				12-01-2018	267	Buy	20986	0.219
				19-01-2018	-43	Sold	20943	0.219
				26-01-2018	1038	Buy	21981	0.230
				02-02-2018	-789	Sold	21192	0.222
				09-02-2018	-903	Sold	20289	0.212
				16-02-2018	4161	Buy	24450	0.256
				23-02-2018	-1819	Sold	22631	0.237
				02-03-2018	386	Buy	23017	0.241
				09-03-2018	8141	Buy	31158	0.326
				16-03-2018	47	Buy	31205	0.326
				23-03-2018	1826	Buy	33031	0.345
	-Closing Balance			31-03-2018	105	Buy	33136	0.347

7	SONAL N DADIA	32900	0.344	31-03-2017
	-Closing Balance			31-03-2018		No Change	32900	0.344

Sr. No	Name	No.of Shares at the beginning /end of the Year	% of the Shares of the company	Date	Increasing/ Decreasing in shareholding	Reason	No.Of shares	% of total Shares of the company
8	GANESH BABU PANDURANGAh	8470	0.089	13-10-2017
				20-10-2017	2130	Buy	10600	0.111
				27-10-2017	200	Buy	10800	0.113
				03-11-2017	4850	Buy	15650	0.164
				10-11-2017	40	Buy	15690	0.164
				17-11-2017	3043	Buy	18733	0.196
				24-11-2017	1267	Buy	20000	0.209
				05-01-2018	5000	Buy	25000	0.261
				02-02-2018	5000	Buy	30000	0.314
	-Closing Balance			31-03-2018			30000	0.314

9	SANCHAY FINCOM LIMITED	26001	0.272	31-03-2017
				15-09-2017	-1001	Sold	25000	0.261
	-Closing Balance			31-03-2018			25000	0.261

10	JIGAR JAYESH PATEL	-	-	02-02-2018	19060			0.199
				09-02-2018	4127	Buy	23187	0.243
	-Closing Balance			31-03-2018			23187	0.243

11	NIRBHAY MAHAWAR	140000	1.464	31-03-2017
	-Closing Balance			21-07-2017	-140000	Sold	0	0

12	DHEERAJ KUMAR LOHIA	96906	1.014	31-03-2017
				15-09-2017	-13110	Sold	83796	0.876
				06-10-2017	-3558	Sold	80238	0.839
				13-10-2017	-22934	Sold	57304	0.599
				20-10-2017	-10800	Sold	46504	0.486
				27-10-2017	-14787	Sold	31717	0.332
				03-11-2017	-1717	Sold	30000	0.314
				10-11-2017	-12101	Sold	17899	0.187
				17-11-2017	-9633	Sold	8266	0.086
	-Closing Balance			24-11-2017	-8266	Sold	0	0

13	CAM EL FOODS PVT LTD.	57099	0.597	31-03-2017
	-Closing Balance			21-07-2017	-57099	Sold	0	0

14	BIJAL KISHOR MADHANI	40000	0.418	31-03-2017
				14-04-2017	-5000	Sold	35000	0.366
				21-04-2017	-3000	Sold	32000	0.335
				28-04-2017	-2000	Sold	30000	0.314
				12-05-2017	-3000	Sold	27000	0.282
				19-05-2017	-2000	Sold	25000	0.261
				23-06-2017	-2000	Sold	23000	0.241
				30-06-2017	-3000	Sold	20000	0.209
	-Closing Balance			21-07-2017	-20000	Sold	0	0

15	RAJ KUMAR LOHIA	36062	0.377	31-03-2017
				15-09-2017	-19796	Sold	16266	0.17
				24-11-2017	-6266	Sold	10000	0.105
				01-12-2017	-2400	Sold	7600	0.079
				08-12-2017	-3500	Sold	4100	0.043
				15-12-2017	-2100	Sold	2000	0.021
	-Closing Balance			22-12-2017	-2000	Sold	0	0

16	SHARAD KANAYALAL SHAH	28000	0.293	31-03-2017
	-Closing Balance			21-07-2017	-28000	Sold	0	0

(v) Shareholding of Directors and Key Managerial Personnel:

#		Shareholding at the beginning of the year (1st April 201 7)		Cumulative Shareholding during the year (31st March 2018)
	For Each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Satyen Patel (Managing Directors KMP)	2,94,326	3.078	2,94,326	3.078
2.	Jayesh Patel (Executive Chairman & KMP)	5,79,350	6.059	5,79,350	6.059
3.	Purushottambhai Patel (Whole-time Directors KMP)	2,83,996	2.970	2,83,996	2.970
4.	Vallabhbhai Patel (Whole-time Director & KMP)	5,00,371	5.233	5,00,371	5.233
5.	Suresh Joshi (Independent Director)	1,865	0.020	1,865	0.020
6.	JaykumarAwate (Independent Director)	NIL	NIL	NIL	NIL
7.	Suresh Mestry (Independent Director)	NIL	NIL	NIL	NIL
8.	Sarita Kotasthane (Independent Director)	NIL	NIL	NIL	NIL
9.	Adv. Shrikant Malegaonkar ( Independent Director)	NIL	NIL	NIL	NIL
10.	Mahendra Kumar Sharma (KMP)	NIL	NIL	NIL	NIL
11.	YashodharaAgashe (KMP)	NIL	NIL	NIL	NIL

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment
	Secured Loans excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i)PrincipalAmount	6472.99	4,872.18	NIL	11,345.17
ii) Interest due but not paid	NIL	437.20	NIL	437.20
ill) Interest accrued but not due	12.68	NIL	NIL	12.68
Total (i ii iii)	6485.67	5,309.38	NIL	11,795.17

	Secured Loans excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
Change in Indebtedness during the financial year
Addition	3201.53	977.90	NIL	4187.35
Reduction	(4030.43)	(1848.30)	NIL	(5,886.66)
Net Change	(828.90)	(870.40)	NIL	(1699.31)
Indebtedness at the end of the financial year
i)PrincipalAmount	5,644.08	4,001.78	NIL	9645.86
ii)lnterestdue but not paid	NIL	00.0	NIL	00.00
iii) Interest accrued but not due	2.43	00.0	NIL	2.43
Total (i ii iii)	5,646.51	4001.78	NIL	9648.29

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Amount (Rs. in Lakh)
#	Particulars of Remuneration	Name of MD/WTD/ Manager				Total Amount
		Mr.J.P. Patel(WTD)	Mr.S.V. Patel(MD)	Mr. P. L. Pate (WTD)	Mr.V.LPate (WTD)	Total Amount
1.	Gross Salary	59.40	59.40	20.22	20.22	159.24
	(a) Salary as per provisions contained in section 1 7(1 ) of the Income-tax Act, 1961
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 196
2.	Stock Option	NIL	NIL	NIL	NIL
3.	Sweat Equity	NIL	NIL	NIL	NIL
4.	Commission
	As % of Profit
	Others, Specify
5.	Others, Specify
	Total (A)	59.40	59.40	20.22	20.22	159.24
Remuneration paid to Executive Directors is within ceiling as per the Companies Act- 201 3*

B. Remuneration to other Directors:

#	Particulars of Remuneration	Name of Directors				Total Amount
		Mr.S.U. Joshi	Mr.J.G. Awate	AdvS.B. Malegaonkar	Ms. Sarita Kotasthane	Total Amount
	Independent Directors	14,000	8,000	35,000	41,000	98,000
	Fee for attending board / committee Meetings	NIL	NIL	NIL	NIL	NIL
	Commission	NIL	NIL	NIL	NIL	NIL
	Others, please specify	14,000	8,000	35,000	41,000	98,000
	TOTAL (1)	NIL	NIL	NIL	NIL	NIL
	Other Non Executive Directors	NIL	NIL	NIL	NIL	NIL
	Fee for attending board / committee Meetings	NIL	NIL	NIL	NIL	NIL
	Commission	NIL	NIL	NIL	NIL	NIL
	Others, please specify	NIL	NIL	NIL	NIL	NIL
	TOTAL (2)
	TOTAL (B)=(1) (2) Total Managerial Remuneration	14,000	8,000	35,000	41,000	98000
Sitting Fees paid to Non - Executive Directors is within ceiling as per the Companies Act- 201 3

C. Remuneration to Key Manaqerial Personnel other than MD / Manager / WTD

Amount in Lakh
#	Particulars of Remuneration	Key Managerial Personnel
		CFO	Company Secretary	Total
1	Gross salary
	(a) Salary as per provisions contained in section 1 7(1 ) of the Income-tax Act, 1961	21.04	3.03	24.07
	(b) Value of perquisites u/s 1 7(2) Income-tax Act, 1 961	NIL	NIL	NIL
	(c) Profits in lieu of salary undersection 1 7(3) Income tax Act, 1961	NIL	NIL	NIL
2	Stock Option	NIL	NIL	NIL
3	Sweat Equity	NIL	NIL	NIL

#	Particulars of Remuneration	Key Managerial Personnel
		CFO	Company Secretary	Total
4	Commission As % of Profit	NIL	NIL	NIL
	Others, specify	NIL	NIL	NIL
5	Others, Specify	NIL	NIL	NIL
	Total	21.04	3.03	24.07

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

On Behalf of the Board of Directors of SAHYADRI INDUSTRIES LIMITED

	Sd/-	Sd/-
	Jayesh Patel	Satyen Patel
	Chairman	Managing Director
Pune, 30th June 201 8	(DIN: 001 31 51 7)	(DIN: 00131344)

ANNEXURE-E

REPORT ON CSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

1. A brief outline of the company''s CSR policy, including overview of the projects or programmes

proposed to be undertaken and reference to the web-link to the CSR Policy and projects or programmes.

The Company has its CSR Policy within broad scope laid down in Schedule VII to the Act. The policy is duly approved by the Board of Directors and has been uploaded on Company Website. The Weblink is http://www.silworld.in/index.php/about-us/investors-room/policv.

2. The composition of the CSR Committee:

The Company has formed Corporate Social Responsibility Committee as per the requirement of section 135 of the Companies Act, 2013. The Composition of the CSR Committee is as follows:

1. Mr. S .V. Patel - Managing Director as Chairman

2. Mr. J. P. Patel-Executive Chairman as Member

3. Mr. AdvS.B.Malegaonkar-Member

3. Average Net Profit/ (Loss) of the Company for last 3 Financial Years Rs. (119 Lakhs)

4. Prescribed CSR expenditure (2% of Average Net Profits):

Rs.NIL

5. Details of CSR activities/projects undertaken during the year:

a) Total amount spent for the financial year Rs. Rs. 1,23,764/-

b) Amount un-spent, if any Rs. Nil

c) Manner in which the amount spent during financial year, is detailed below:

#	CSR project/	Sector in	Projects/ Programme	Amount	Amount	Cumulative	Amount
	activity	which the	1 .Local area/others-	outlay	spent on the	spend up	spent:
	identified	Project is	2. specify the state	(budget)	project/	to the	Direct
		covered	/district	project-	programme	programme	through
			(Name of the	wise		period	implemen-
			District/s, State/s,				ting
			where project/				agency
			programme was
			undertaken
1	Education	Promoting	Pune	15000	15000	15000	Direct
		Education
2	Environment	Protecting	-Krishna district, Andhra	18500	18500	18500	Direct
	Sector	Environment	Pradesh
3	Heath Sector	Heath	-Krishna district, Andhra	90264	90264	90264	Direct
			Pradesh
			-Udaipur.Rajasthan
	TOTAL			1,23,764	1,23,764	1,23,764	1,23,764

6. In case the company has failed to spend the 2% of the average net profit of the last 3 financial years or any part there of, reasons for not spending the amount in its Board Report:

For Financial Year 2017-18 there was no obligation on the Company to spend on CSR as average profit for past three years was in negative however, the Company has provided amount for promoting education, preventing environment and promoting heath awareness.

7. A responsibility statement by the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies Rules (Corporate Social Policy) Rules, 2014, Mr. S. V. Patel Managing Director and, Chairman of CSR Committee, do confirm that the implementation and monitoring of CSR policy, is in compliance with the CSR objectives and policy of the Company.

On Behalf of the Board of Directors of SAHYADRI INDUSTRIES LIMITED

	Sd/-	Sd/-
	Jayesh Patel	Satyen Patel
	Chairman	Managing Director
Pune, 30th June 201 8	(DIN: 00131517)	(DIN: 00131344)

ANNEXURE F

DISCLOSURE PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES

MADE THEREUNDER

Information as per Section 197 (12) and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Executive Directors	Ratio to Median Remuneration
Mr.S.V.Patel	32.70
Mr.J.P.Patel	32.70
Mr.V.L.Patel	17.84
Mr. P. L. Patel	17.84
Non Executive Directors	Ratio to Median Remuneration
Mr.S.U.Joshi	0.92
Mr.S.Y.Mestry	0.53
Mr.J.G.Awate	2.31
AdvS.B.Malegaonkar	2.71
Ms.S.J.Kotasthane	2.71

(b) The percentage increase in remuneration of each Working Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager (Collectively called Key Managerial Personnel) if any, in the financial year

Name of the	Person% Increase /(Decrease) in remuneration
Mr.S.V.Patel	76.42
Mr.J.P.Patel	76.42
Mr.V.L.Patel	49.52
Mr. P. L. Patel	49.52
Mr.M.K.Sharma-CFO	0
Mr.YashodharaAgashe-CS	Not Applicable as the tenure was for part of the year

Non Executive Directors are paid only sitting fees

(d) The number of permanent employees on the rolls of company as on 31 st March 2018.

511 Nos.

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

The average percentage Increase in salaries of employees other than managerial personnel in 2017-18 was 44.26 Percentage. Increase in the managerial remuneration for the year was 62.97 percentage

(f) Affirmation that the remuneration is as per the remuneration policy of the Company

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

On Behalf of the Board of Directors of SAHYADRI INDUSTRIES LIMITED

	Sd/-	Sd/-
	Jayesh Patel	Satyen Patel
	Chairman	Managing Director
Pune, 30th June 201 8	(DIN: 001 31 51 7)	(DIN: 00131344)

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 31^st 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

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 26^th September, 2016 to 30^th September, 2016 (both days inclusive).The Company''s Annual General Meeting has been scheduled on Friday, 30^th 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. 7^th 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 11^th 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 1^st 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. 7^th August 2015. The Company has appointed Mr. Rohan Nirgudkar as Company Secretary & Compliance Officer of the Company in its board meeting dated 10^th August 2015.

7. BOARD EVALUATION

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;

(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

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

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

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

22.VIGIL MECHANISM/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

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.

DirectorsÃ Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, relating to DirectorsÃ 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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