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)

* 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

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

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.

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

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:

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:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

2. Non-Institutions (a). BODIES CORP

Shareholding of promoters MGT9 Report

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

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

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

B. Remuneration to other Directors:

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