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Sahyadri Industries Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Boards Report

To

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

(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

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

•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

0

515400

5.39

0

0

7

VALLABBHAI LALJIBHAI PATEL

500371

5.233

0

500371

5.233

0

0

8

GEETA S PATEL

475000

4.968

0

475000

4.968

0

0

9

PATEL PARVATI VALLABHBHAI

419803

4.391

0

419803

4.391

0

0

10

PATEL BHARATIBEN PURUSHOTTAM

348125

3.641

0

348125

3.641

0

0

11

SATYEN PATEL

294326

3.078

0

294326

3.078

0

0

12

PATEL PURUSHOTTAM LALJIBHAI HUF

291300

3.047

0

291300

3.047

0

0

13

PURUSHOTTAMBHAI LALJIBHAI PATEL

283996

2.97

0

283996

2.97

0

0

14

VIPULVALLABH PATEL

141008

1.475

0

141008

1.475

0

0

15

JIGNESH PATEL

133300

1.394

0

133300

1.394

0

0

16

PATEL VALLABHBHAI LALJIBHAI HUF

74300

0.777

0

74300

0.777

0

0

17

POONAM ROOFING PRODUCTS PVT LTD

33602

0.351

0

33602

0.351

0

0

18

MALVI JAYESH PATEL

13500

0.141

0

0

0

0

-0.141

19

RASHMI GUNVANT PATEL

9687

0.101

0

0

0

0

-0.101

20

PATEL HITENDRA MANUBHAI

2900

0.03

0

0

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)

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

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

(c) The percentage Increase in the median remuneration of employees in the financial year 45.59%.

(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)

Director’s Report