sahyadri industries ltd Directors report

BOARDS REPORT

Dear Shareholders,

The Directors of your Company take pleasure in presenting the Twenty Nineth Annual Report on the business and operations of the Company together with financial statements for the financial year ended March 31, 2023.

1. Financial results & appropriations:

a) Financial results

(INR in Crores)

Particulars	March 31, 2023	March 31, 2022
Revenue from operations	593.81	542.48
Other Income	3.41	3.86
Total Income	597.22	546.34
Profit before finance cost, depreciation, exceptional items and extraordinary expenses (EBITDA)	84.44	104.01
Depreciation and amortization	(23.82)	(14.76)
Finance cost	(9.03)	(4.61)
Exceptional Items- Income / (Expenses)	-	-
PROFIT BEFORE TAX	51.59	84.64
Current tax expense	(14.91)	(23.21)
Deferred tax	0.43	0.39
NET PROFIT FOR THE YEAR	37.11	61.82
Profit attributable to Non-controlling interest	-	-
Profit attributable to owners of the Company
Profit brought forward from last year	-	-
Re-measurements of defined benefit plans, net of tax	0.15	0.20
Transfer to Debenture Redemption Reserve (DRR)	-	-
On Account of Capital Reduction	-	-
Balance carried forward in Balance Sheet	37.26	62.02

b) Companys Performance

During the financial year 2022-23, Sahyadri Industries Limited achieved Revenue from Operations of INR. 593.81 Crores as compared to INR 542.48 Crores in the previous year. Profit After Tax of the Company for the year stood at INR 37.11 Crores as against INR 61.82 Crores in the previous year.

c) Disclosures under Section 134(3) (1) of the Companies Act, 2013 – Material Changes and Commitment

1. There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financialyeartowhichthesefinancial statements relate and the date of this Report. 2. The Honble National Company Law Tribunal, Mumbai Bench (‘Honble NCLT), has approved the Scheme of Arrangement between Poonam Roofing Products Private Limited and Sahyadri Industries Limited and their respective shareholders vide order dated 28th April 2022. The Company has complied with the relevant regulatory requirements of the scheme.

3. Sahyadri Industries Limited has been listed and admitted to dealings on National Stock Exchange of India Limited w.e.f. 06^th April, 2023.

d) Dividend

The Board has declared and paid Interim Dividend of 25% of Face Value i.e. INR 2.5/- per share during the year. The Board has proposed Final Dividend of 15% of Face Value i.e. INR. 1.5 per share which shall be paid subject to the approval of shareholders in the ensuing Annual General Meeting. Total Dividend for the FY 2022-23 is 40% of Face Value i.e INR 4/- per share.

e) Transfer of unclaimed dividend to Investor Education and Protection Fund

During the year under review, Company has transferred following unclaimed dividend amount to IEPF account.

Sr No Category	Amount (INR)
1. Final Dividend for FY 2021-22	2,15,004
2. Interim Dividend for FY 2022-23.	1,87,255
3. Unclaimed dividend for FY 2014-15	182,620

f) Reserves

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

g) Credit Rating : Summary of rating action obtained from ICRA

Instrument	Rating Action
Long-term,fund based Cash Credit	[ICRA]A-(Stable);
Short term, Non Fund Based Limits	[ICRA]A2+;

h) Details of Internal Financial Controls with reference to the Financial Statements

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations have been developed with the help of independent expert agency and the same are operating satisfactorily. Internal control systems consisting of policies and procedures are designed to ensure accuracy and completeness of the accounting records andthetimelypreparationofreliablefinancialinformation, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected The internal financial controls with reference to the financial statements were adequate and operating effectively as endorsed by statutory auditors in their report.

i) Details in respect of frauds reported by Auditors

During the year under review, there have not been any instances of fraud and accordingly, the Statutory Auditors have not reported any frauds either to the Audit Committee or to the Board under Section 143(12) of the Act.

2. Industry Outlook and Business Overview

Details on economic outlook, industrial outlook, business overview and SWOT analysis of the company is covered in the Management Discussion and Analysis report.

3. Financial Information and Disclosures

a) Report on Performance of Subsidiaries, Associates and Joint Venture Companies

Since Company does not have any Subsidiary, Joint Venture or Associate Company, therefore this clause is not applicable to the Company.

b) Conversion of Company or Change in nature of business.

During the year under review, there was no instance of conversion of company or there was no change in the nature of the business; therefore, disclosure under this clause is not required.

c) Share Capital

During the year under review, 13,84,800 equity shares were alloted to shareholders of Poonam Roofing Products Private Limited pursuant to the Scheme of Arrangement between Sahyadri Industries Limited and Poonam RoofingProducts Private Limited, as approved by NCLT (‘NCLT), Mumbai Bench vide order dated 28^th April, 2022. As a result, Paid Up Share Capital of the Company has increased from 95,16,500 equity shares to 1,09,46,300 equity shares of Rs.10/- each.

d) Deposits

During the year under review, the Company has not accepted any deposits from the public.

e) Disclosure regardin g significant and material orders passed by Regulators or Courts or Tribunal.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

f) Particulars of contra cts or arrangements made with Related Parties.

All related party transactions that were entered into during the financialyear were on arms length basis and in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

However, Form AOC-2 is attached herewith as Annexure VII

g) Particulars of Loans, Guarantees or Investments under Section 186 of The Companies Act, 2013.

During the year under review, Company has not extended any Loans, Guarantees, Investments and Securities to any other individual or entity under Section 186 of the said Act.

h) Disclosure under Section 43(a) (ii) of Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

i) Disclosure under Section 54(1) (d) of Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished

j) Disclosure under Section 62(1)(b) of Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

4. Disclosures related to Board, Committees, Remuneration and Policies:

a) Directors and Key Managerial Personnel

Sr. No. Name of the Person	Designation	Category
1. Mr. Jayesh Purushottam Patel	Chairman & Whole time Director	Executive Director
2. Mr. Satyen Vallabhbhai Patel	Managing Director	Executive Director
3. Mr. Tuljaram Maheshwari	CEO, CFO and Whole time Director	Executive Director
4. Mr. Suresh Joshi	Whole time Director	Executive Director
5. Mr. Ankem Sri Prasad Mohan	Director	Independent Director
6. Mrs. Moushmi Shaha	Director	Independent Woman Director
7. Adv. Shrikant B Malegaonkar	Director	Independent Director
8. Mr. Ved Prakash Saxena	Director	Independent Director
9. Mr. Rajib Kumar Gope#	Company Secretary and Compliance Officer	Key Managerial Personnel

#Mr. Rajib Kumar Gope has been appointed as the Company Secretary and Compliance Officer w.e.f 02 ^nd August 2022 in place of Mr. Shrikant Joshi who resigned as Company Secretary and Compliance Officers w. e. f. 27 ^th June, 2022.

Details regarding appointment of Directors, composition of Board of Directors and Committees, meetings held during the year under review and terms of reference of committees are provided in Corporate Governance Report.

b) Declaration by Independent Directors and Compliance with Code of Conduct.

In terms of Section 149(7) of the Act, and Regulations 16(i)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") the Independent Directors have submitted their declaration confirmingcompliance with the criteria of independence as stipulated under Section 149(6) of the Act and Regulations 16(i)(b) of SEBI (LODR.) All the Directors and Senior Management Personnel have also complied with the Code of Conduct of the Company as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Directors and Senior Management.

The Managing Director and ChiefExecutiveofficer,ChiefFinancialOfficerhave given Declaration regarding compliance with the companys code of conduct for Directors and Employees under Regulation 34(3) read with part D of schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed herewith as Annexure I.

c) Information on Board Meeting procedure during the Financial Year 2022-23.

The Board meetings of the Company are conducted as per the provisions of the Companies Act, 2013 and applicable Secretarial Standards. Information as mentioned in the Act and all other material information, as may be decided by the management, were placed before board for their consideration. Details on the matters to be discussed along with relevant supporting documents, data and other information is also furnished in the form of detailed agenda to the Board and the Committees concerned, to enable directors take critical decisions and accordingly advise the management.

d) Directors Remuneration Policy and Criteria for Matters under Section 178 and Payment of Commission.

As stipulated under Section 178 of the Act, the Board has approved a Nomination and Remuneration Policy of the Company. The Policy documents mention in detail the mechanism for appointment, cessation, evaluation and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Information on the Policy and details of the criteria for determining qualifications, positive attributes and other matters in terms of Section 178 of the Act is provided in the Corporate Governance Report.

a) A Commission of INR 0.85 Crores is payable to Chairman and Whole Time Director Mr. Jayesh Patel, Managing Director Mr. Satyen Patel and CEO, CFO and Whole Time Director Mr. T. R. Maheshwari during the financial year under review, which is within 10% of profit and details of the same are provided in Corporate Governance Report

b) The Company has paid Performance Bonus of INR 0.20 Crores to CEO, CFO and Whole Time Director Mr. T. R. Maheshwari during the financial year under review.

e) Annual evaluation of the performance of the Board and its Committees.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Board of Directors have 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 and its Committees. The exercise was led by the Chairman of Nomination and Remuneration Committee along with an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgment and guidance and support provided to the management. The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

f) Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representation received from the management, confirm that:

i. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors 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 2022-23 and the profit of the Company for that period;

iii. the directors have taken proper and sufficientcare for the maintenance with the provisions of said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going conc ern basis; v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

g) Corporate Governance

Corporate Governance Report along with General Shareholders Information and Management Discussion and Analysis is included in this Annual Report.

The Managing Director and Chief Executive officer/Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the Listing Regulations is annexed herewith as an Annexure II.

h) Corporate Social Responsibility and its Policy

Corporate Social Responsibility is an integral part of the Companys ethos and policy and it has been pursuing this on a sustained basis. In this endeavor, the Company has contributed funds for the CSR activities/project related to promoting rural and nationally recognized sports, promotion of education and employment, improving health, enhancing vocational skills, environment sustainability and promoting art and culture etc.

During the year under review the Company was required to spent INR 1,27,88,156 towards CSR activities against which, the Company has spent INR 1,31,94,098. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure - III to this Report. CSR Policy is available on the website of the company at www.silworld.in/ investors The composition of the CSR Committee is provided in the Corporate Governance Report.

As per Rule 4(5) of CSRRules,theCompanyhasreceivedthecertificatefrom Managing Director and Chief Executive officer and Chief Financial Officer (CFO) or the person responsible for financial management to the effect that the funds disbursed by the Board for CSR implementation have been utilised for the purposes and in the manner as approved by the Board.

i) Risk Management Policy

The Board of Directors have approved and adopted comprehensive Risk Management Policy for the Company. The Risk Management Policy is designed to manage risk within the risk threshold established by the Board and provide reasonable assurance over the achievement of strategic and operational objectives. The Policy will help in risk identification, risk measurement, define risk appetite and threshold limits and suggesting risk mitigation measures. The process is ongoing and requires continuous exercise across all locations and functions of the Company. The Audit Committee will do the periodic review of implementation, assessment and mitigation measures under Risk Management Policy. Web link for Risk Management Policy is www.silworld.in/investors

5. Auditors:

a) Statutory Auditor

Members of the Company in its 27^th Annual General Meeting have appointed M/s Joshi Apte & Company (Firm Registration No.: 104370W ) as Statutory Auditors of the Company for a term of 5 (five) years till the Meeting.

Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the SEBI(LODR) Regulations, 2015 and other applicable Rules framed thereunder, for FY 2023-24.

Details of remuneration paid to Auditors for FY 2022-23, please refer note No 33.1 of Notes to accounts.

b) Cost Auditor

As per the provisions of Section 148 of the Act and Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 ("the Rules"), the Company is required to maintain cost records with respect to certain products of the Company and get the same audited.

Accordingly ,the Board of Directors of the Company on the recommendation of Audit Committee has appointed Mr. N.K. Nimkar (M No : F 6493) to audit the cost records of the Company for the financial year 2023-24 on a remuneration of INR 50,000/- plus Goods and services Tax as applicable. Accordingly, a resolution seeking Members ratification for the remuneration payable to Cost Auditors is included in the notice convening the Annual General Meeting. The Cost Audit Report for the financial year 2022-23 will be filed within the stipulated period of 30 days after it is submitted by the Auditors.

c) Secretarial Audit and Secretarial Audit 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 M/s. Mehta & Mehta, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is included as Annexure IV and forms an integral part of this Report.

d) Explanation on Comments on Statutory Auditors Reports and Secretarial Auditors Reports :

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors in their Audit Report and by Secretarial Auditors in their Secretarial Audit Report. Observations of the Auditors are self-explanatory.

6. Maintenance of Cost Records

Your Company confirms that the cost records as specifiedby the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are maintained by the Company.

7. Secretarial Standards

The Company has complied with all the applicable Secretarial Standards.

8. Other Disclosures

a) Particulars of employees and related disclosures

Disclosure of 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 are annexed herewith as Annexure-V. A statement containing particulars of employees as required under 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 is provided as separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the Members excluding the aforesaid annexure. The said annexure is available for inspection at the registered and corporate office of the Company during business hours and will be made available to any shareholder, on request.

b) Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - VI to this report.

c) Extract of Annual Return

As provided under Section 92(3) & 134(3)(a) of the Act, Annual Return for FY 2022-23 is uploaded on the website of the Company and can be accessed at www.silworld.in/investors.

d) Occupational Health & Safety

The organization believes in ‘Zero Harm. The aim is to improve health and safety standards of people who are working with the organization in their capacity as employees, contractors or in any other role. Efforts are taken to minimize activities which may affect the health and safety in working place. Steps are taken for optimum utilization of plants, with least disposal of harmful gases in environment.

e) Disclosure as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed towards providing a healthy environment and thus does not tolerate any discrimination and/ or harassment in any form. The Company has in place an Internal Complaints Committee to inter-alia prevent sexual harassment at the workplace and redress the complaints in this regard. Disclosures under the section related to complaints is provided in the Corporate Governance Report.

f) Disclosure under Vigil Mechanism

Disclosures under Vigil Mechanism are provided in the Corporate Governance Report

9. Acknowledgements

Your Directors place on record their acknowledgement for the co-operation received from the Local, State and Central Government, Shareholders, Customers, Vendors, Bankers, Associates, Collaborators, Employees of the Company and all other stakeholders without which it would not have been possible for the Company to achieve such performance and growth.

	On behalf of Board of Directors
	SAHYADRI INDUSTRIES LIMITED
Sd/-	Sd/-
Jayesh Patel	Satyen Patel
Chairman and	Managing Director
Whole Time Director
(DIN: 00131517)	(DIN: 00131344)
Date : May 23, 2023
Place : Pune