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SAHYADRI INDUSTRIES LTD. Proxy Solicitation & Information Statement 2024

Feb 27, 2024

60884_rns_2024-02-27_bb18084d-6ba0-41b4-a05e-099cd1793573.pdf

Proxy Solicitation & Information Statement

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==> picture [468 x 82] intentionally omitted <==

Date: 27[th] February, 2024

To, To, The Listing Manager The Manager Department of Corporate Services Listing Department Bombay Stock Exchange National Stock Exchange of India Limited P. J. Towers, Dalal Street, “Exchange Plaza”-C1,Block G Mumbai – 400001 Bandra-Kurla Complex, Bandra (E) Mumbai 400 051

Scrip Code:532841 SYMBOL: SAHYADRI

  • Subject: Disclosure under Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations)- Postal Ballot Notice and E- voting Instructions.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, we enclose herewith the notice of Postal Ballot dated 24[th] February, 2024 together with Explanatory Statement seeking approval for the following Special Businesses as set out in the said Notice:

  1. Approval for payment of remuneration to Mr. Jayesh P Patel, (DIN 00131517) Chairman and Whole-time director under Schedule V of the Companies Act, 2013. (special resolution)

  2. Approval for payment of remuneration to Mr. Satyen V Patel, (DIN 00131344) Managing Director under Schedule V of the Companies Act, 2013. (special resolution)

  3. Approval for payment of remuneration to Mr. Tuljaram Maheshwari, (DIN 00063688) CEO, CFO and Whole-time director under Schedule V of the Companies Act, 2013. (special resolution)

  4. Approval for payment of remuneration to Mr. Suresh Joshi, (DIN 00130591) Whole-time director under Schedule V of the Companies Act, 2013. (special resolution)

Further, this is to inform you that, the Company has completed dispatch of said Postal Ballot Notice vide e-mail on 27th February, 2024 (Date of dispatch).

The Postal Ballot Notice is sent by email to all the Members whose names appear in the Register of Members as on Friday, 23[rd] February, 2024 (“Record date”) to their registered email addresses.

The voting is allowed through e-voting only on Postal Ballot and e-voting will commence on Wednesday, 28[th] February, 2024 at 9:00 a.m. and will end on Thursday, 28[th] March, 2024 at 5.00 p.m.

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The said Postal Ballot Notice is also available on the website of the Company i.e. www.silworld.in

This is for your kind information and record.

Thanking you. Yours faithfully, FOR SAHYADRI INDUSTRIES LIMITED

Digitally signed by RAJIB KUMAR GOPE RAJIB DN: c=IN, st=West Bengal, 2.5.4.20=d094bd1d80068d7539dd52e2616ee9de792c8c154b46c419f06a1d7971dbe695, KUMAR postalCode=700047, street=39 A LOTUS PARK GROUND FLOOR NAKTALA, pseudonym=06cbdcb97936b04700f32930af631db6, serialNumber=66f436efd5284823f4dc72fdfb080b4 d1b6652a8d69e5c15c6e3c856cec9258a, GOPE o=Personal, cn=RAJIB KUMAR GOPE Date: 2024.02.27 15:34:57 +05'30'

Rajib Kumar Gope Company Secretary and Compliance Officer M. No: F8417 Encl: As Above

SAHYADRI INDUSTRIES LIMITED

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Registered Office :

Swastik House, 39/D, Gultekdi, J.N.Marg, Pune-411 037, Maharashtra, India. Tel. No. : +91 20 2644 4625 / 26 / 27, E-mail : [email protected], Website: www.silworld.in CIN: L26956PN1994PLC078941

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Members,

Notice is hereby given that the resolutions set out below is proposed to be passed by the members of Sahyadri Industries Limited (“the Company”) by means of Postal Ballot, only through remote e-voting process (“E-Voting”), pursuant to Section 108, 110 of the Companies Act, 2013 (“the Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, and General Circular No. 20/2021 dated December 08, 2021, and General Circular No. 11/2022 dated December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023 issued by Ministry of Corporate Affairs (“MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (in continuation of Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020) and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued under Regulation 101 (SEBI Circulars) and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable Laws, Rules and Regulations (including any statutory modification or re- enactment thereof for the time being in force).

The Explanatory Statement pursuant to Section 102(1) Companies Act 2013 and other applicable provisions of the said Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

In accordance with the MCA Circulars referred above, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members as on Friday, 23[rd] February 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

The Board of Directors have appointed Mrs. Ashwini Inamdar (C P No. 11226), Practicing Company Secretary or failing of her Mr. Atul Mehta, Partner of M/s. Mehta & Mehta, Company Secretaries (C P No. 2486) Practicing Company Secretary, as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot (E-Voting) shall be final.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote E-Voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes annexed to this Postal

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Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Thursday, 28[th] March 2024 (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his/her report, after the completion of scrutiny, to the Chairman and Whole time Director of the Company or any person authorized by him. The results of E-Voting will be announced on or before Saturday, 30[th] March 2024 and will be displayed on the Company’s website www.silworld.in and will also be communicated to the Stock Exchanges and National Securities Depository Limited (“NSDL”).

The Special Resolution(s) shall be declared as passed by Postal Ballot if votes cast in favour exceed three times the votes cast against the resolution(s). The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide e-voting facility to members of the Company which would enable them to cast votes electronically. Please read and follow the instructions on E-Voting enumerated in the Notes to this Notice. Only Members entitled to vote are allowed to vote under the remote E-Voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat the Notice as an intimation only. Detailed instructions to use the facility are given below.

SPECIAL BUSINESS

ITEM NO. 1: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. JAYESH P PATEL, (DIN 00131517) CHAIRMAN AND WHOLE-TIME DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass, with or without modification(s) the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder, including any statutory modifications or re-enactment thereof and the Articles of Association of the Company and as per the recommendation of Nomination and Remuneration Committee and approval of Board and in furtherance to the Special Resolution passed through Postal Ballot dated 23[rd] November 2020 and the Special Resolution passed at 27[th] and 28[th] Annual General Meeting dated 16[th] September, 2021 and dated 5[th] August, 2022 respectively and subject to such other approvals as may be necessary, approval of the Members be and is hereby accorded for payment of remuneration to Mr. Jayesh P Patel (DIN 00131517), Chairman & Whole-time Director, as set out in the Explanatory Statement, for remaining tenure of his appointment i.e. till 7[th] October 2025 and that such remuneration shall be payable in terms of Schedule V of the Act in case of no profits or inadequate profits, calculated in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

FURTHER RESOLVED THAT save and except as aforesaid, all other terms and conditions of appointment of Mr. Jayesh P Patel passed through Postal Ballot dated 23[rd] November 2020 and the Special Resolution passed at 27[th] and 28[th] Annual General Meeting dated 16[th] September, 2021 and dated 5[th] August, 2022 respectively shall continue to remain in force and effect.”

ITEM NO. 2: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. SATYEN V PATEL, (DIN 00131344) MANAGING DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass, with or without modification(s) the following Resolution as Special Resolution:

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“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder, including any statutory modifications or re-enactment thereof and the Articles of Association of the Company and as per the recommendation of Nomination and Remuneration Committee and approval of Board and in furtherance to the Special Resolution passed at the 26[th] Annual General Meeting dated 29[th] September, 2020 and through Postal Ballot dated 23[rd] November 2020 and the Special Resolution passed at 27[th] and 28[th] Annual General Meeting dated 16[th] September, 2021 and dated 5[th] August, 2022 respectively and subject to such other approvals as may be necessary, approval of the Members be and is hereby accorded for payment of remuneration to Mr. Satyen V Patel (DIN 00131344), Managing Director, as set out in the Explanatory Statement, for remaining tenure of his appointment i.e. till 30[th] June, 2025 and that such remuneration shall be payable in terms of Schedule V of the Act in case of no profits or inadequate profits, calculated in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

FURTHER RESOLVED THAT save and except as aforesaid, all other terms and conditions of appointment of Mr. Satyen V Patel passed at the 26[th] Annual General Meeting and through Postal Ballot dated 23[rd] November 2020 and the Special Resolution passed at 27[th] and 28[th] Annual General Meeting dated 16[th] September, 2021 and dated 5[th] August, 2022 respectively shall continue to remain in force and effect.”

ITEM NO. 3: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. TULJARAM MAHESHWARI, (DIN 00063688) CEO, CFO AND WHOLE-TIME DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass, with or without modification(s) the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder, including any statutory modifications or re-enactment thereof and the Articles of Association of the Company and as per the recommendation of Nomination and Remuneration Committee and approval of Board and in furtherance to the Special resolution passed through Postal Ballot dated 23[rd] November 2020 and the Special Resolution passed at 28[th] Annual General Meeting dated 5[th] August, 2022 and subject to such other approvals as may be necessary, approval of the Members be and is hereby accorded for payment of remuneration to Mr. Tuljaram Maheshwari (DIN 00063688), Chief Executive Officer, Chief Financial Officer and Whole-time Director, as set out in the Explanatory Statement, for the remaining tenure of his appointment i.e. till 7[th] October 2025 and that such remuneration shall be payable in terms of Schedule V of the Act in case of no profits or inadequate profits, calculated in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

FURTHER RESOLVED THAT save and except as aforesaid, all other terms and conditions of appointment of Mr. Tuljaram Maheshwari passed through Postal Ballot dated 23[rd] November 2020 and the Special Resolution passed at 28[th] Annual General Meeting dated 5[th] August, 2022 shall continue to remain in force and effect.”

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ITEM NO. 4: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. SURESH JOSHI, (DIN 00130591) WHOLE-TIME DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass, with or without modification(s) the following Resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rules framed thereunder, including any statutory modifications or re-enactment thereof and the Articles of Association of the Company and as per the recommendation of Nomination and Remuneration Committee and approval of Board and in furtherance to the Special resolution passed through Postal Ballot dated 23[rd] November 2020 and subject to such other approvals as may be necessary, approval of the Members be and is hereby accorded for payment of remuneration to Mr. Suresh Joshi (DIN 00130591), Whole-time Director, as set out in the Explanatory Statement, for the remaining tenure of his appointment i.e. till 7[th] October 2025 and that such remuneration shall be payable in terms of Schedule V of the Act in case of no profits or inadequate profits, calculated in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

FURTHER RESOLVED THAT save and except as aforesaid, all other terms and conditions of appointment of Mr. Suresh Joshi passed through Postal Ballot dated 23[rd] November 2020 shall continue to remain in force and effect.”

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

Sd/Sd/Jayesh P Patel Satyen V Patel Chairman and Managing Director Whole time Director DIN:00131344 DIN: 00131517

Date: 24[th] February 2024 Place: Pune

NOTES

  1. A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed herewith.

  2. This Postal Ballot Notice will also be available on the Company’s website at www.silworld.in , websites of the Stock Exchanges i.e BSE Limited at www.bseindia.com/ and NSE Limited at www.nseindia.com and on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.

  3. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members as on Friday, 23[rd] February 2024

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(“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

  1. Those Members who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / RTA / Company to enable servicing of notices / documents electronically to their email address. For members who have not received the notice due to change / non- registration of their e-mail address with the Company / RTA / Depository Participants, they are requested to contact with RTA on [email protected] for registering their mail ID. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-Voting system only and services of National Securities Depository Limited (“NSDL”) have been engaged for the same.

  2. The Members who have not received any communication regarding this Postal Ballot remote E- Voting for any reason whatsoever, the Member is requested to contact the Company at [email protected] or RTA M/s Link Intime India Pvt Ltd. At [email protected] between 09:00 am to 05:00 pm IST on all working days, except Sunday.

  3. Members holding shares in physical format and who have not registered their e-mail addresses with the Company/RTA can now register the same by sending an e-mail to the RTA on [email protected]. Members holding shares in demat form are requested to register their e-mail addresses with their Depository Participant(s) only.

  4. Members, whose names appear in the Register of Members / list of Beneficial Owners received on the cut-off date i.e. 23[rd] February 2024 (as on close of working hours) will be considered for the purpose of voting.

  5. The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. 23[rd] February 2024 (as on close of working hours).

  6. A member cannot exercise his vote by proxy on Postal Ballot. (e-voting)

  7. The resolution, if approved, shall be deemed to have been passed on the last date of E-Voting i.e. 28[th] March 2024.

  8. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English and one Marathi Newspaper each with wide circulation in the district, where the Registered Office of the Company is situated.

  9. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to [email protected].

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The E-Voting facility will be available during the following period:

Commencement of E-Voting: 9:00 a.m.(IST)on 28thFebruary2024.
End of E-Voting: 5:00p.m.(IST)on 28thMarch 2024.

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e- voting module shall be forthwith disabled upon expiry of the aforesaid period.

  1. Contact details of the persons responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any:

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Company Registrar and Share Transfer Agent Company Secretary and Compliance Officer Link InTime India Private Limited Sahyadri Industries Limited C 101, 247 Park, L. B. S. Marg, Regd. Off: 39/D, Gultekdi, J.N.Marg, Vikhroli West, Mumbai 400083. Pune -411038 Phone: 022-49186270, Fax : 022-49186060 Phone: 020-26444625/26/27 Email: [email protected] Email: [email protected] Web: www.silworld.in

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update - their mobile number and email Id in their demat accounts in order to access e Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders
holding securities in
demat mode with
NSDL.
1. ExistingIDeASuser can visit the e-Services website of
NSDL Viz.https://eservices.nsdl.com either on a Personal
Computer or on a mobile. On the e-Services home page
click on the “Beneficial Owner”icon under“Login”
which is available under‘IDeAS’section, this will prompt
you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting
services under Value added services. Click on“Access to
e-Voting”under e-Voting services and you will be able to
see e-Voting page. Click on company name ore-Voting
service provider i.e. NSDLand you will be re-directed
to e-Voting website of NSDL for casting your vote during
the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to
register is available athttps://eservices.nsdl.com.Select
“Register Online for IDeAS Portal”or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL:https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the
icon
“Login”
which
is
available
under

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‘Shareholder/Member’ section. A new screen will open. You
will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click
on company name ore-Voting service provider i.e.
NSDLand you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting
period.
4. Shareholders/Members can also download NSDL Mobile
App “NSDL Speede” facility by scanning the QR code
mentioned below for seamless voting experience.
Individual Shareholders
holding securities in
demat mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can
login through their existing user id and password.
Option will be made available to reach e-Voting page
without any further authentication. The users to login Easi
/
Easiest
are
requested
to
visit
CDSL
website
www.cdslindia.com and click on login icon & New System
Myeasi Tab and then user your existing my easi username
& password.
2. After successful login the Easi / Easiest user will be able to
see the e-Voting option for eligible companies where the
evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be
able to see e-Voting page of the e-Voting service provider
for casting your vote during the remote e-Voting period.
Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user
can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to
register is available at CDSL websitewww.cdslindia.com
and click on login & New System Myeasi Tab and then click
on registration option.

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4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-
Voting link available onwww.cdslindia.comhome page.
The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able
to see the e-Voting option where the evoting is in progress
and also able to directly access the system of all e-Voting
Service Providers.
Individual Shareholders
(holding securities in
demat mode) login
through their
depository participants
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. upon logging in, you will be able
to see e-Voting option. Click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] call
at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can contact CDSL
helpdesk by sending a request at
[email protected] or contact at toll free no.
1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

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  1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e.
Demat(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit
Client ID
For example if your DP ID is IN300
and Client ID is 12
then your user
ID isIN300
12**.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
  1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  3. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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  1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  4. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

  8. “ ” -

    1. After you click on the Login button, Home page of e Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer, Mrs Ashwini Inamdar by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

1

  1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Smt. Pallavi Mhatre) at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] and to RTA at [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] and to RTA at [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at -

step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014.

The following Statement sets out all material facts relating to the Special Business mentioned in the Notice:

ITEM NO 1: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. JAYESH P PATEL, (DIN 00131517) CHAIRMAN AND WHOLE-TIME DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

The members of the Company had approved the appointment of Mr. Jayesh P Patel, by way of a special resolution passed by Postal Ballot, as Chairman and Whole Time Director of the Company on 23[rd] November, 2020 for the period of 5 years effective from 8[th] October, 2020 to 7[th] October, 2025 and also approved the remuneration payable to him on the terms specified in such resolution and subsequent special resolutions passed by shareholders for alteration of terms and conditions of appointment.

In case of no profits or inadequate profits during the tenure of appointment of managerial personnel (i.e. Managing Director, Whole-time Director or Manager), remuneration shall be paid as per Schedule V of the Companies Act, 2013. Provided, remuneration in excess of the permissible slab may be paid, if shareholders pass a special resolution, which shall be valid for period not exceeding 3 years.

The remuneration paid/to be paid to Mr. Jayesh P Patel as approved by the shareholders, exceeded the limits specified under Schedule V of the Companies Act, 2013, as we foresee inadequate profits for FY 2023-24. Therefore, approval of shareholders is required by way of a special resolution for remuneration payable for remaining period of his tenure as per the special resolution passed by Postal Ballot dated 23[rd] November 2020.

Further, as per the Special Resolution as mentioned in Item No. 1, the remuneration payable to Mr. Jayesh P Patel shall extend till the remaining tenure of his appointment i.e. till 7[th] October, 2025.

Statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at Item No.1 is provided under Annexure below.

Mr. Jayesh P Patel is interested in the Resolution set out in the Item No.1 of the Notice. Other relatives of Mr. Jayesh P Patel may be shareholders of the Company. The interest in the resolutions of these related parties co-exists to the extent of the interest of the concerned Director to whom they are related. Save and except as above, none of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise in the above Resolution.

Pursuant to the recommendations of Nomination and Remuneration Committee, your Directors recommend the Resolution set out in Item No. 1 as a Special Resolution for approval of the Members.

1

Annexure:

I. General information
1. Nature of industry The Company is engaged in the production of cement
sheets and accessories, trading of steel doors and in
generation of wind power electricity. The Company
presently has five operational manufacturing units
situated at Maharashtra, Tamilnadu, Andhra Pradesh
and Gujarat. The Company has set up Wind Turbine
Generators in Maharashtra & Rajasthan.
2. Date
or
expected
date
of
commencement of commercial
production
The Company is an existing company and is in operation
since 1994
3. In case of new companies,
expected date of commencement
of
activities
as
per
project
approved by financial institutions
appearingin the prospectus
Not applicable
4. Financial performance based on
given indicators
As per the Unaudited Financial Results for the Nine
Months ended 31stDecember, 2023, Revenue from
operations is INR 479.17 Crores and Profits after Tax of
INR 22.09 Crores.
5. Foreign
investments
or
collaborations,ifany.
Not applicable.
II. Information about the appointee Information about the appointee
1. Background details Mr. Jayesh P Patel appointed as Director on the Board
on 15thJanuary, 1999 and appointed as the Chairman
of the company from FY 2011-12. He is a graduate in
Commerce from Pune University and completed his MBA
from Middlesex University, UK. He has more than 30
years of experience in the field of Building Material
Manufacturing.
2. Past remuneration (INR) FY 2022-23 FY 2021-22 FY 2020-21
1,98,51,571 2,75,93,071 2,84,73,793
3. Recognition or awards None
4. Job profile and his suitability Leading face of the company and having more than 30
years of experience in the field of Building Material
Manufacturing
5. Remuneration proposed As mentioned in resolution passed by Postal Ballot
dated
23rd
November,
2020
and
subsequent
modifications thereof along with resolution proposed in
Item No.1of theNotice.
6. Comparative remuneration profile
with respect to industry, size of
the company, profile of the
position and person (in case of
expatriates the relevant details
would be with respect to the
country of his origin)
The
remuneration
of
Mr.
Jayesh
P
Patel
is
commensurate with respect to industry, size of the
Company, profile of the position.

1

7.



Pecuniary relationship directly or
indirectly with the company, or
relationship with the managerial
personnel [or other director], if
any.
Not applicable Not applicable
III. Other information
1. Reasons of loss or inadequate
profits
-Increase in the input cost mainly imported asbestos
fibre
-Subdued demand in the rural market
-Erratic Monsoon
2. Steps taken or proposed to be
taken for improvement
Continuous efforts are being made to reduce the input
cost.
3. Expected increase in productivity
and profits in measurable terms
Impetus is being given to increase the capacity
utilization of all the plants resulting better future
profitability.

ITEM NO 2: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. SATYEN V PATEL, (DIN 00131344) MANAGING DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

The members of the Company had approved the appointment of Mr. Satyen V Patel, by way of a special resolution passed at the 26[th] Annual General Meeting dated 29[th] September, 2020 for the period of 5 years effective from 1[st] July, 2020 to 30[th] June, 2025, as Managing Director of the Company, and also approved the remuneration payable to him on the terms specified in such resolution. Further the members had revised remuneration payable to him vide special resolution passed by Postal Ballot on 23[rd] November, 2020 and subsequent special resolutions passed by shareholders for alteration of terms and conditions of appointment.

In case of no profits or inadequate profits during the tenure of appointment of managerial personnel (i.e. Managing Director, Whole-time Director or Manager), remuneration shall be paid as per Schedule V of the Companies Act, 2013. Provided, remuneration in excess of the permissible slab may be paid, if shareholders pass a special resolution, which shall be valid for period not exceeding 3 years.

The remuneration paid/to be paid to Mr. Satyen V Patel as approved by the shareholders, exceeded the limits specified under Schedule V of the Companies Act, 2013, as we foresee inadequate profits for FY 2023-24. Therefore, approval of shareholders is required by way of a special resolution for remuneration payable for remaining period of his tenure as per the special resolution passed in 26[th] Annual General Meeting dated 29[th] September 2020 and special resolution passed by Postal Ballot dated 23[rd] November 2020.

Further, as per the Special Resolution as mentioned in Item No. 2, the remuneration payable to Mr. Satyen V Patel shall extend till the remaining tenure of his appointment i.e. till 30[th] June, 2025.

Statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at Item No.2 is provided under Annexure below.

Mr. Satyen V Patel is interested in the Resolution set out in the Item No.2 of the Notice. Other relatives of Mr. Satyen V Patel may be shareholders of the Company. The interest in the resolutions of these related parties co-exists to the extent of the interest of the concerned Director to whom they are related. Save and except as above, none of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise in the above Resolution.

1

Pursuant to the recommendations of Nomination and Remuneration Committee, your Directors recommend the Resolution set out in Item No. 2 as a Special Resolution for approval of the Members.

Annexure:

I. General information
1. Nature of industry





The Company is engaged in the production of cement
sheets and accessories, trading of steel doors and in
generation of wind power electricity. The Company
presently has five operational manufacturing units
situated at Maharashtra, Tamilnadu, Andhra Pradesh
and Gujarat. The Company has set up Wind Turbine
Generatorsin Maharashtra &Rajasthan.
2. Date
or
expected
date
of
commencement of commercial
production

The Company is an existing company and is in operation
since 1994
3. In case of new companies,
expected date of commencement
of
activities
as
per
project
approved by financial institutions
appearing in the prospectus
Not applicable
4. Financial performance based on
given indicators



As per the Unaudited Financial Results for the Nine
Months ended 31stDecember, 2023, Revenue from
operations is INR 479.17 Crores and Profits after Tax of
INR 22.09 Crores.
5. Foreign
investments
or
collaborations, if any.
Not applicable
II. Information about the appointee
1. Background details Mr. Satyen V Patel is appointed as a Director in the
Company since 01stAugust, 1998 and as the Managing
Director of the Sahyadri Industries Ltd from FY 2011-12
He is a graduate in Commerce and has completed his
PGPBA in Management. He has 20 years of experience
in the field of Building Material Manufacturing.
2. Past remuneration (INR) FY 2022-23 FY 2021-22 FY 2020-21
1,98,51,571 2,75,93,071 3,78,09,828
3. Recognitionorawards “Achieverof Maharashtra” Award
4. Job profile and his suitability Young and Dynamic face of the company since 1998.
Broadening horizon, innovation, strategic thinking. More
than 20 years ofexperiencein BuildingMaterialsindustry.
5. Remuneration proposed As mentioned in special resolution passed at 26thAnnual
General Meeting dated 29thSeptember, 2020 along with
special resolution passed by Postal Ballot dated 23rd
November, 2020 and subsequent modifications thereof
and resolution proposed in Item No.2 of the Notice.
6. Comparative remuneration profile
with respect to industry, size of
the company, profile of the
position and person (in case of
expatriates the relevant details
The
remuneration
of
Mr.
Satyen
V
Patel
is
commensurate with respect to industry, size of the
Company, profile of the position.

1


would be with respect to the
country of his origin)
7.



Pecuniary relationship directly or
indirectly with the company, or
relationship with the managerial
personnel [or other director], if
any.
Not applicable
III. Other information
1. Reasons of loss or inadequate
profits
- Increase in the input cost mainly imported asbestos
fibre
-Subdued demand in the rural market
-ErraticMonsoon
2. Steps taken or proposed to be
taken for improvement
Continuous efforts are being made to reduce the input
cost.
3. Expected increase in productivity
and profits in measurable terms
Impetus is being given to increase the capacity
utilization of all the plants resulting better future
profitability.

ITEM NO 3: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. TULJARAM MAHESHWARI, (DIN 00063688) CEO, CFO AND WHOLE-TIME DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

The members had approved the appointment of Mr. Tuljaram Maheshwari, by way of special resolution passed by Postal Ballot, as Executive Whole Time Director of the Company on 23[rd] November, 2020 for the period of 5 years effective from 8[th] October, 2020 to 7[th] October, 2025 and also approved the remuneration payable to him on the terms specified in such resolution and subsequent special resolution passed by shareholders for alteration of terms and conditions of appointment.

In case of no profits or inadequate profits during the tenure of appointment of managerial personnel (i.e. Managing Director, Whole-time Director or Manager), remuneration shall be paid as per Schedule V of the Companies Act, 2013. Provided, remuneration in excess of the permissible slab may be paid, if shareholders pass a special resolution, which shall be valid for period not exceeding 3 years.

The remuneration paid/to be paid to Mr. Tuljaram Maheshwari as approved by the shareholders, exceeded the limits specified under Schedule V of the Companies Act, 2013, as we foresee inadequate profits for FY 2023-24. Therefore, approval of shareholders is required by way of a special resolution for remuneration payable for remaining period of his tenure as per the special resolution passed by Postal Ballot dated 23[rd] November 2020.

Further, as per the Special Resolution as mentioned in Item No. 3, the remuneration payable to Mr. Tuljaram Maheshwari shall extend till the remaining tenure of his appointment i.e. till 7[th] October, 2025.

Statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at Item No.3 is provided under Annexure below.

Other than Mr. Tuljaram Maheshwari, CEO, CFO and Whole-Time Director, none of the Directors, Key Managerial Personnel of the Company and their relatives, are concerned or interested, financially or otherwise in the above Resolution.

1

Pursuant to the recommendations of Nomination and Remuneration Committee, your Directors recommend the Resolution set out in Item No. 3 as a Special Resolution for approval of the Members.

Annexure:

I. General information
1. Nature of industry





The Company is engaged in the production of cement
sheets and accessories, trading of steel doors and in
generation of wind power electricity. The Company
presently has five operational manufacturing units
situated at Maharashtra, Tamilnadu, Andhra Pradesh
and Gujarat. The Company has set up Wind Turbine
Generators in Maharashtra & Rajasthan.
2. Date
or
expected
date
of
commencement of commercial
production

The Company is an existing company and is in operation
since 1994
3. In case of new companies,
expected date of commencement
of
activities
as
per
project
approved by financial institutions
appearingin the prospectus
Not applicable
4. Financial performance based on
given indicators



As per the Unaudited Financial Results for the Nine
Months ended 31stDecember, 2023, Revenue from
operations is INR 479.17 Crores and Profits after Tax of
INR 22.09 Crores.
5. Foreign
investments
or
collaborations,ifany.
Not applicable
II. Information about the appointee
1. Background details Mr. Tuljaram Maheshwari is appointed as CEO and CFO
of the Company on 16thJanuary, 2020 and appointed
as Executive Whole Time Director of the Company on
8thOctober, 2020. He is a Chartered Accountant and a
graduate in Commerce from Rajasthan University. He
has a varied and rich experience of more than 39 years
with large organizations in the field of the strategic
planning, general administration, corporate finance,
accounts and audit, sales and marketing operations,
joint ventures,mergers and acquisitions, etc.
2. Past remuneration (INR) FY 2022-23 FY 2021-22 FY 2020-21
1,43,70,658 1,24,95,650 53,54,614
3. Recognition or awards None
4. Job profile and his suitability Appointed on board in 2020. More than 39 years of
experience with a large organization in the field of
Sales, Operations, Strategic Planning, Corporate
Finance,M&A,JVandAccounts andAudit.
5. Remuneration proposed As mentioned in resolutions passed by Postal Ballot
dated
23rd
November,
2020
and
subsequent
modifications thereof and resolution proposed in Item
No.3 of the Notice.

1

6. Comparative remuneration profile
with respect to industry, size of
the company, profile of the
position and person (in case of
expatriates the relevant details
would be with respect to the
country of his origin)
The remuneration of Mr. Tuljaram Maheshwari is
commensurate with respect to industry, size of the
Company, profile of the position.
7. Pecuniary relationship directly or
indirectly with the company, or
relationship with the managerial
personnel [or other director], if
any.
Not applicable
III. Other information
1. Reasons of loss or inadequate
profits
- Increase in the input cost mainly imported asbestos
fibre
-Subdued demand in the rural market
-Erratic Monsoon
2. Steps taken or proposed to be
taken for improvement
Continuous efforts are being made to reduce the input
cost.
3. Expected increase in productivity
and profits in measurable terms
Impetus is being given to increase the capacity
utilization of all the plants resulting better future
profitability.

ITEM NO. 4: APPROVAL FOR PAYMENT OF REMUNERATION TO MR. SURESH JOSHI, (DIN 00130591) WHOLE-TIME DIRECTOR UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

The members had approved the appointment of Mr. Suresh Joshi, by way of special resolution passed by Postal Ballot as Whole Time Director of the Company on 23[rd] November, 2020 for the period of 5 years effective from 8[th] October, 2020 to 7[th] October, 2025 and also approved the remuneration payable to him on the terms specified in such resolution.

In case of no profits or inadequate profits during the tenure of appointment of managerial personnel (i.e. Managing Director, Whole-time Director or Manager), remuneration shall be paid as per Schedule V of the Companies Act, 2013. Provided, remuneration in excess of the permissible slab may be paid, if shareholders pass a special resolution, which shall be valid for period not exceeding 3 years.

The remuneration paid/to be paid to Mr. Suresh Joshi as approved by the shareholders, exceeded the limits specified under Schedule V of the Companies Act, 2013, as we foresee inadequate profits for FY 2023-24. Therefore, approval of shareholders is required by way of a special resolution for remuneration payable for remaining period of his tenure as per the special resolution passed by Postal Ballot dated 23[rd] November 2020.

Further, as per the Special Resolution as mentioned in Item No. 4, the remuneration payable to Mr. Suresh Joshi shall extend till the remaining tenure of his appointment i.e. till 7[th] October, 2025.

Statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at Item No.4 is provided under Annexure below.

Other than Mr. Suresh Joshi, Whole Time Director, none of the Directors, Key Managerial Personnel of the Company and their relatives, are concerned or interested, financially or otherwise in the above Resolution.

1

Pursuant to the recommendations of Nomination and Remuneration Committee, your Directors recommend the Resolution set out in Item No. 4 as a Special Resolution for approval of the Members.

Annexure:

I. General information
1. Nature of industry





The Company is engaged in the production of cement
sheets and accessories, trading of steel doors and in
generation of wind power electricity. The Company
presently has five operational manufacturing units
situated at Maharashtra, Tamilnadu, Andhra Pradesh
and Gujarat. The Company has set up Wind Turbine
Generators in Maharashtra & Rajasthan.
2. Date
or
expected
date
of
commencement of commercial
production

The Company is an existing company and is in operation
since 1994
3. In case of new companies,
expected date of commencement
of
activities
as
per
project
approved by financial institutions
appearing in the prospectus
Not applicable
4. Financial performance based on
given indicators



As per the Unaudited Financial Results for the Nine
Months ended 31stDecember, 2023, Revenue from
operations is INR 479.17 Crores and Profits after Tax of
INR 22.09 Crores.
5. Foreign
investments
or
collaborations, if any.
Not applicable
II. Information about the appointee
1. Background details Mr. Suresh Joshi is appointed as Director in the
Company on 24thFebruary, 2006 and as Whole Time
Director of the Company on 8thOctober, 2020 and has
been. He is a Commerce Graduate and Law Graduate
from Pune University and also a Chartered Accountant.
He has a rich experience of many years in the field of
taxation, Corporate Legal Matters, corporate finance,
accounts and audit, sales and marketing operations,
joint ventures,mergers and acquisitions, etc.
2. Past remuneration (INR) FY 2022-23 FY 2021-22 FY 2020-21
16,86,960 16,86,960 6,88,746
3. Recognition or awards None
4. Job profile and his suitability Associated with board since 2006. More than 40 years
of rich experience in the field of Taxation, Corporate
Legal Matters, Corporate Finance, M&A, JV, Accounts &
Audit.
5. Remuneration proposed As mentioned in resolutions passed by Postal Ballot
dated
23rd
November,
2020
and
subsequent
modifications thereof and resolution proposed in Item
No.4 of the Notice.

1

6. Comparative remuneration profile
with respect to industry, size of
the company, profile of the
position and person (in case of
expatriates the relevant details
would be with respect to the
country of his origin)
The remuneration of Mr. Suresh Joshi is commensurate
with respect to industry, size of the Company, profile of
the position.
7. Pecuniary relationship directly or
indirectly with the company, or
relationship with the managerial
personnel [or other director], if
any.
Not applicable
III. Other information
1. Reasons of loss or inadequate
profits
-Increase in the input cost mainly imported asbestos
fibre
-Subdued demand in the rural market
-Erratic Monsoon
2. Steps taken or proposed to be
taken for improvement
Continuous efforts are being made to reduce the input
cost.
3. Expected increase in productivity
and profits in measurable terms
Impetus is being given to increase the capacity
utilization of all the plants resulting better future
profitability.

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

Sd/Sd/Jayesh P Patel Satyen V Patel Chairman and Managing Director Whole time Director DIN:00131344 DIN: 00131517

Date:24[th] February 2024 Place: Pune

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