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Sahyadri Industries Ltd.

BSE: 532841 Sector: Industrials
NSE: N.A. ISIN Code: INE280H01015
BSE 00:00 | 22 Feb 166.30 1.85
(1.12%)
OPEN

166.70

HIGH

168.00

LOW

163.45

NSE 05:30 | 01 Jan Sahyadri Industries Ltd
OPEN 166.70
PREVIOUS CLOSE 164.45
VOLUME 9662
52-Week high 326.00
52-Week low 150.10
P/E 5.09
Mkt Cap.(Rs cr) 159
Buy Price 166.30
Buy Qty 500.00
Sell Price 167.45
Sell Qty 49.00
OPEN 166.70
CLOSE 164.45
VOLUME 9662
52-Week high 326.00
52-Week low 150.10
P/E 5.09
Mkt Cap.(Rs cr) 159
Buy Price 166.30
Buy Qty 500.00
Sell Price 167.45
Sell Qty 49.00

Sahyadri Industries Ltd. (SAHYADRIINDS) - Director Report

Company director report

Boards Report

To

The Members

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

1. FIFINANCIAL 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 7406.76*
Profit Available for Appropriation 10172.93 7723.90
Dividend (Including Dividend Distribution Tax) NIL NIL
Exceptional items- Income/(Expenses) 260.78 Nil

* Balance of profit brought forward for the year 2016-17 shown after adjustment of INDAS 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 Lakhsas 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 incomeafter 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 theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this Report.

4. DIVIDEND

In order to conserve the resources the Board of Directors does not recommend anydividend 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. P Patel Director of the Company will retire by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for reappointment.

Mr. P.L. Patel and Mr. V. L. Patel cease to be Whole Time Directors w.e.f 30th June2017. Mr. J. P. Patel and Mr. S. V. Patel whose tenure as Executive Chairman and ManagingDirector was upto 30th June 2017 were reappointed w.e.f 1st July 2017.

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

All the Independent Director’s have given declarations that they meet the criteriaof independence as laid down under Section 149 (6) of the Companies Act 2013 and as perprovisions of Listing Regulations.

During the year under review Ms. Yashodhara Agashe was appointed as Company Secretary& Compliance Officer w.e.f 15th April 2017.

7. BOARD EVALUATION

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

It included the Evaluation of the Board as a whole Board Committees and Directors. Theexercise was led by the Chairman of Nomination and Remuneration Committee along with anIndependent Director. The Evaluation process focused on various aspects of the Board andCommittees functioning such as composition of the Board and Committees experienceperformance of duties and governance issues etc. Separate exercise was carried out toevaluate the performance of individual Directors on parameters such as attendancecontribution independent judgment and guidance and support provided to the management.

The results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Director’s.

8. NOMINATION AND REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has framed a Policy for Directors Key Managerial Personnel and other SeniorManagerial Personnel of the Company in accordance with the requirements of the provisionsof Section 178 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Nomination and Remuneration Policy is stated in theCorporate Governance Report. The same has also been uploaded on the website of the companyunder 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 Four Nomination andRemuneration Committee Meetings One Stakeholder Relationship Committee Meeting and OneIndependent Directors Meeting and was convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

10. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 andthat such internal financial controls are adequate and were operating effectively and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 onan arm's length basis and were in the ordinary course of business. Further there are nomaterial related party transactions during the year under review with the PromotersDirectors or Key Managerial Personnel. All Related Party Transactions are placed beforethe Audit Committee as also the Board of Directors for approval. The policy on RelatedParty Transactions as approved by the Board has been uploaded on the Company's website.The form AOC-2 is annexed herewith as Annexure 'A'.

12. SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators / Courts which wouldimpact 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 aManagement Discussion and Analysis Statement Report on corporate governance andAuditor’s certificate are included in Annual Report.

The Company has complied with applicable secretarial standard lead down by theInstitute 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 ifany of the Companies Act 2013 and the rules made there under as amended from time totime 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 themembers at the 23rd Annual General Meeting held on 28 September 2017 for a term of fiveyears 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 suchremuneration as may be fixed by the Board.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe 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 (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of production of Cement Products & Power generation are required to beaudited.

The Board of Directors of the Company on the recommendation of Nomination and

Remuneration Committee has appointed M/s Nimkar Mohani & Associates to audit thecost accounts of the Company for the financial year 2017-18 on a remuneration of Rs.30000/- plus Goods and Services Tax as applicable. As required under the Companies Act2013 the remuneration payable to the cost auditor is required to be placed before theMembers in a general meeting for their ratification. Accordingly a Resolution seekingMember’s ratification for the remuneration payable to M/s Nimkar Mohani andAssociates Cost Auditor is included at Item No. 6 of the Notice convening the AnnualGeneral 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 hadappointed Mr. Suvir Saraf Company Secretary in Practice to undertake the SecretarialAudit of the Company for the financial year 2017-18.

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

d. Auditor’s Comment

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

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

e. Board’s Reply

The Company is under the process for ling the same.

15. ENERGY CONSERVATION TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureC".

16. EXTRACT OF ANNUAL RETURN

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

17. DEPOSITS

The Company has not accepted any xed deposits from public and as such no amount ofprincipal 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 ofrisks which in the opinion of the Board may threaten the fivery existence of the Companyitself. The Risk Management Policy has been uploaded on the website of company under theweblink 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 Adv S. B. Malegaonkar-Member. The CSR policyis 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(1) OF THE COMPANIES (APPOINTMENTAND 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 ofManagerial Personnel) Rules 2014 is provided in the Annual Report as "AnnexureF" which forms a part of this Report.

21. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS.

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company’s procedures and practices.

22. INTERNAL FIFINANCIAL CONTROLS

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

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. TheWhistle Blower Policy is uploaded on the website of the Company under the weblinkhttp://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. Therehas been no instance of non acceptance of any recommendations of the Audit Committee bythe 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 favourof other parties. The Company has also not made any investment of its fund with any otherparty.

26. ACKNOWLEDGMENT

We thank our customers fivendors investors and bankers for their continued supportduring the year. We are grateful to the various state governments & local authoritiesfor their continued co operation. We place on record our appreciation of the contributionmade by our employees at all levels. Our consistent growth was made possible by their hardwork solidarity cooperation and support.

30th June 2018

Regd. Office: 39/D Swastik House J. N. Road Gultekdi Pune 411037 W: www.silworld.inE:info@silworld.in T:+20 2644 4625/26/27 F:+20 2644 4624/2645/8888 CINNo:L26956PN1994PLC078941

On Behalf of the Board of the Directors

FOR SAHYADRI INDUSTRIES LIMITED

Sd/- Sd/-
Jayesh Patel Satyen Patel
Chairman Managing Director
(DIN: 00131517) (DIN: 00131344)