To .the members .of
SIL INVESTMENTS LIMITED
Your Directors are pleased to present the Eighty Seventh Annual Reporton the business of your Company alongwith the audited financial statements for the yearended 31st March 2021.
The financial statements of the Company have been prepared inaccordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of theCompanies Act 2013 ('the Act') read with Companies (Accounts) Rules 2014. The financialstatements for the financial year ended 31st March 2021 as well as comparativefigures for the year ended 31st March 2020 are Ind AS compliant.
The financial highlights of your Company for the year ended 31stMarch 2021 are summarized as follows:
| || || || ||(Rs. in lakhs) |
|Particulars ||Standalone ||Consolidated |
| ||Year ended 31st March 2021 ||Year ended 31st March 2020 ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Total Income ||2760.03 ||3957.63 ||3357.58 ||4558.77 |
|EBITDA ||2293.96 ||3555.00 ||2740.84 ||4064.09 |
|Less: Depreciation ||12.91 ||12.85 ||44.99 ||48.75 |
|EBIT ||2281.05 ||3542.15 ||2695.85 ||4015.34 |
|Less: Finance Cost ||11.09 ||3.33 ||11.25 ||3.36 |
|Profit before exceptional items and tax ||2269.96 ||3538.82 ||2684.60 ||4011.98 |
|Add: Exceptional items ||- ||- ||- ||- |
|Profit Before Tax ||2269.96 ||3538.82 ||2684.60 ||4011.98 |
|Less: Tax ||540.65 ||388.60 ||620.24 ||456.08 |
|Profit after Tax ||1729.31 ||3150.22 ||2064.36 ||3555.90 |
Your Company proposes to transfer an amount of Rs. 200.00 lakhs toGeneral Reserves and Rs. 395.00 lakhs to Reserve Fund.
There have been no material changes and commitments affecting thefinancial positions of the Company which have occurred between the end of financial yearand the date of this report.
There has been no change in the nature of the business of the Company.
Your Directors are pleased to recommend a dividend @ 25% i.e. Rs. 2.50per equity share for the year ended 31st March 2021 subject to approval bythe members' at the forthcoming Eighty Seventh Annual General Meeting (AGM) of theCompany. The total outgo on account of dividend to the members will be Rs. 264.90 lakhs.
Your Company has five subsidiaries (four Indian and one Foreign) viz.RTM Investment & Trading Company Limited SCM Investment & Trading CompanyLimited RTM Properties Limited SIL Properties Limited and SIL International Pte.Limited. The highlights of financial performance of subsidiaries for the financial year2020-21 are disclosed in Form AOC - 1.
During the year under review none of the subsidiaries of the Companyqualify as material subsidiaries as per the thresholds laid down under the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended ('Listing Regulations 2015').
In accordance with Section 136 of the Act as amended the auditedfinancial statements (including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries) are alsoavailable on the website of your Company: www.silinvestments.in. These documents will alsobe available for inspection during business hours at the Registered Office.
Further pursuant to the provisions of Indian Accounting Standard 110(Ind AS - 110) prescribed under the Companies (Accounting Standards) Rules 2006 and asprescribed by the Listing Regulations 2015 consolidated financial statements presentedby the Company include financial information of subsidiary companies which forms part ofthe Annual Report. The Board of Directors of the Company have approved a policy fordetermining material subsidiaries in line with Listing Regulations 2015. The policy hasbeen uploaded on the Company's website and is available at the web link:http://silinvestments. in/pdfs/Policy on Determining Material Subsidiaries.pdf
Your Company has neither invited nor accepted / renewed any depositsfrom the public under Chapter V of the Act during the year under review. There are nounclaimed deposits unclaimed / unpaid interest refunds due to the deposit holders or tobe deposited to the Investor Education and Protection Fund as on 31st March2021.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company is a Non-Banking Financial Company registered with theReserve Bank of India ('RBI') and engaged in the business of investments and lendingactivities. In view thereof the Company is exempted from giving disclosures ofparticulars of loans guarantees and investments as required under Section 186 of the Actand hence the said particulars have not been given in this Report.
Pursuant to Regulations 34(3) of the Listing Regulations 2015 theparticulars of loans / advances have been disclosed in the notes to financial statements.
CAPITAL ADEQUACY RATIO
Your Company's Capital to Risk Assets Ratio (CRAR) calculated in linewith the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions 2007 (RBI Directions) is above the regulatory requirementof 15%. Your Company's asset size is Rs. 115809.66 lakhs. Pursuant to the guidelines /directions issued by the RBI as applicable to a Non-Banking Finance Company (NBFC) yourCompany every year obtains a certificate from the Statutory Auditors of the Company inthis regard.
The paid up Equity Share Capital as on 31st March 2021 wasRs. 105958600/- comprising of 10595860 Equity Shares of Rs.10/- each. During theyear under review your Company has not issued any further shares to the members orgeneral public. Your Company's Equity Shares are listed on BSE Limited and National StockExchange of India Limited.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Act the declareddividend which remained unclaimed for a period of seven years has been transferred by theCompany to the Investor Education and Protection Fund established by the CentralGovernment pursuant to Section 125 of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The detailed review of operations state of affairs performance andoutlook of the Company is given separately in the Management Discussion and AnalysisReport as required under Regulation 34 of the Listing Regulations 2015 as "Annexure- I" to this report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company's Board comprises of six Directors four of whom areNon-executive Directors (of which three are Independent Directors) and two ExecutiveDirectors viz. a Managing Director and an Executive Director designated asDirector-in-Charge. The Nonexecutive Directors are eminent professionals with vastexperience in the area of industry finance and law.
During the year Mrs. Shalini Nopany (DIN: 00077299) was re-appointedas the Managing Director of the Company by the members at the AGM of the Company held on16th September 2020 w.e.f. 25th January 2020 for a period of fiveyears.
DIRECTOR RETIRING BY ROTATION AND RE-APPOINTMENT
In accordance with the provisions of the Act and in terms of theArticles of Association of the Company Mr. C. S. Nopany (DIN: 00014587) retires byrotation and is eligible for re-appointment at the forthcoming AGM. A brief resume natureof experience in specific functional areas names of companies in which he holdsdirectorships and memberships / chairmanships of Board Committees shareholding andrelationships between directors inter-se as stipulated under Regulation 17 of the ListingRegulations 2015 is provided in the notes to Notice of the AGM. The Board of Directorsof your Company commends the appointment.
The Independent Directors of the Company have been appointed by themembers for a fixed term of 5 (five) consecutive years from their respective dates ofappointment / regularization in the AGM and they are not liable to retire by rotation asper the requirements of the Act and Listing Regulations 2015.
The Company's Independent Directors have submitted requisitedeclarations confirming that they continue to meet the criteria of independence asprescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations 2015. The Independent Directors have also confirmed that they have compliedwith Schedule IV of the Act and the Company's Code of Conduct.
The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields offinance investments stock market operations people management strategy planning andexecution auditing tax risk management and corporate governance systems and practices;and they hold highest standards of integrity.
The Company has adopted requisite steps towards inclusion of names ofall Independent Directors in the data bank maintained with the Indian Institute ofCorporate Affairs Manesar ('IICA'). Accordingly the Independent Directors of the Companyhave registered themselves with the IICA for the said purpose. In terms of Section 150 ofthe Act read with the Companies (Appointment & Qualification of Directors) Rules2014 as amended since all the Independent Directors of the Company have served asDirectors for a period of not less than three (3) years on the Board of Listed Companiesas on the date of inclusion of their names in the database they are not required toundertake online proficiency selfassessment test conducted by the said Institute.
BOARD EFFECTIVENESS FAMILIARISATION POLICY
Pursuant to Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize the Independent Directors about the Company. The policyis available on the website of the Company at the web link:http://silinvestments.in/pdfs/Policy/ Familiarisation%20Policy%20SIL.pdf
The Familiarization Policy of the Company seeks to familiarize theIndependent Directors with the working of the Company their roles rights andresponsibilities vis-a-vis the Company the industry in which the Company operatesbusiness model etc.
Pursuant to the provisions of the Act and Listing Regulations 2015the Board has carried out an evaluation of its own performance and of the Directorsindividually as well as the evaluation of the working of the Board Committees. The mannerof evaluation has been explained in the Corporate Governance Report.
CRITERIA FOR SELECTION OF DIRECTORS KMPs AND SENIOR LEADERSHIPPOSITIONS AND THEIR REMUNERATION
The Board on the recommendation of the Nomination and RemunerationCommittee has framed a policy for selection and appointment of Directors SeniorManagement Personnel and determining their remuneration. The policy is available on theCompany's website at the web link: http://silinvestments.in/pdfs/ RemunerationPolicy.pdf.The policy contains inter alia principles governing Director's appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors etc.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 2(51) and 203 of the Act readwith The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing are the Key Managerial Personnel of the Company:
Mrs. Shalini Nopany Managing Director;
Mr. Brij Mohan Agarwal Director-in-Charge;
Mr. Lokesh Gandhi Company Secretary & Compliance Officer;and
Mr. Vikas Baheti Chief Financial Officer.
MEETINGS OF THE BOARD
A calendar of prospective meetings is prepared and circulated inadvance to the Directors. During the year four Board meetings were convened. The detailsof Board and Committee meetings held during the year under review are given in theCorporate Governance Report forming part of this Annual Report. The gap between thesemeetings was within the period prescribed under the Act and Listing Regulations 2015.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.
All Related Party Transactions are placed before the Audit Committeeand also the Board for approval. Prior omnibus approval of the Audit Committee is obtainedon an annual basis for transactions which are of a foreseen and repetitive nature. Adetailed statement of such Related Party Transactions entered into pursuant to the omnibusapproval so granted are placed before the Audit Committee for their review on a quarterlybasis. Suitable disclosures as required by the Indian Accounting Standards (Ind AS 24)have been made in the notes to Financial Statements. Form No. AOC - 2 is annexed to thisreport.
All Material Related Party Transactions as per Regulation 23 of theListing Regulations 2015 were approved at the AGM held on 16th September2020. Material Related Party Transactions proposed to be entered into will be placedbefore the members at the ensuing AGM for their approval.
Your Company has formulated a Related Party Transactions Policy for thepurpose of identification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website and isavailable at the web link: http://silinvestments.in/pdfs/PolicyonRelatedPartyTransactions.pdf
INTERNAL FINANCIAL CONTROL SYSTEMS
Your Company's Internal Financial Control systems are robustcomprehensive and commensurate with the nature size scale and complexity of itsbusiness. The system covers all major processes to ensure reliability of financialreporting compliance with policies procedures laws and regulations safeguarding ofassets and economical and efficient use of resources.
The Internal Auditors continuously monitor the efficacy of internalcontrols with the objective of providing to the Audit Committee and the Board ofDirectors an independent objective and reasonable assurance on the adequacy andeffectiveness of the Company's risk management with regard to the internal controlframework.
The policies and procedures adopted by the Company ensures orderly andefficient conduct of its business adherence to the Company's policies prevention anddetection of frauds and errors accuracy and completeness of records and timelypreparation of reliable financial information.
The Audit Committee actively reviews adequacy and effectiveness ofinternal control systems and suggests improvements for strengthening them in accordancewith the business dynamics if necessary. The Audit Committee also meets the Company'sStatutory Auditors to ascertain their views on the financial statements including thefinancial reporting system and compliance of accounting policies and procedures followedby your Company.
The Board has duly reviewed the Statutory Auditors' Report on thefinancial statements including notes to the financial statements. The Report given by theAuditors on the financial statements of the Company forms part of this Report. There hasbeen no qualification reservation adverse remark reporting of any fraud or disclaimergiven by the Auditors in their Report.
The Company's Auditors M/s. JKVS & Co. (formerly known as M/s.Jitendra K. Agarwal & Associates) Chartered Accountants (ICAI Firm RegistrationNumber: 318086E) were appointed as the Statutory Auditors of the Company for a period offive years commencing from the financial year 2017-18 to hold office from the conclusionof the 83rd AGM of the Company till the conclusion of the 88th AGMto be held in the year 2022. The requirement of seeking ratification of the members forcontinuance of their appointment has been withdrawn consequent upon the changes made bythe Companies (Amendment) Act 2017 with effect from 07th May 2018. Hence theresolution seeking ratification of the members for their appointment is not being placedat the ensuing AGM.
The Board of Directors upon the recommendation of the Audit Committeehave re-appointed M/s. J. N. Khandelwal & Co. Chartered Accountants (Reg. No.004966C) as Internal Auditors of the Company. M/s. J. N. Khandelwal & Co. haveconfirmed their eligibility and have granted their consent to act as Internal Auditors ofthe Company.
Pursuant to provisions of Section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 201 4 the Board hadappointed M/s. R. Chouhan & Associates Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the year under review. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimer andis annexed to this Report.
In addition to the above and pursuant to SEBI circular dated 8thFebruary 2019 a report on Secretarial Compliance for the financial year 2020 - 21 hasbeen submitted to stock exchanges.
COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Act are not applicable for the businessactivities carried out by your Company.
As required under Regulation 17(9) of the Listing Regulations 2015your Company has established a well-documented and robust risk management framework. TheBoard of Directors of your Company have adopted the Risk Management Policy which involvesidentification and prioritization of risk categorization of risk into high medium andlow based on the business impact and likelihood of occurrence of risks. (Risk mitigationand control measures).
The Risk Management Committee and the Board reviews the Risk ManagementStrategy of the Company to ensure effectiveness of the Risk Management Policy andProcedures.
The Risk Management Policy has been uploaded on the Company's websiteand is available at the web link: http://silinvestments.in/pdfs/Policy/Risk%20Management%20Policy.pdf
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information with regard to conservation of energy and technologyabsorption in terms of Section 134(3)(m) of the Act is not applicable to your Company asyour Company has no manufacturing activity. Particulars with regard to Foreign ExchangeEarnings and Outgo are given in notes to financial statements.
Your Company is committed to maintain highest standards of ethics andgovernance resulting in enhanced transparency for the benefit of all stakeholders. YourCompany has implemented all the stipulations enshrined in the Listing Regulations 2015and the requirements set out by the Securities and Exchange Board of India. The Report onCorporate Governance forms part of this report as "Annexure - II". The requisitecertificate from the Statutory Auditors of the Company M/s. JKVS & Co. CharteredAccountants confirming compliance with the conditions of Corporate Governance is annexedto the Report on Corporate Governance which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
In conformity with Section 135 of the Act and Rules made thereunderyour Company has constituted a Corporate Social Responsibility ("CSR") Committeeto oversee the CSR activities initiated by the Company during the financial year underreview. The details of the Committee and its terms of reference are set out in theCorporate Governance Report forming part of the Board's Report. Your Company has adopted aCSR Policy for the Company which provides a broad framework with regard to implementationof CSR activities carried out by the Company in accordance with Schedule VII of the Act.The CSR Policy may be accessed on the Company's website at the web link:http://silinvestments.in/pdfs/CSR%20Policy.pdf. A report on CSR activities as prescribedunder the Act and Rules made thereunder is annexed herewith as "Annexure - III".
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for Directors and employeesto report concerns about unethical behavior actual or suspected fraud or violation ofyour Company's Code of Conduct.
A Whistle Blower Policy in terms of Regulation 22 of the ListingRegulations 2015 has been formulated. Protected disclosures can be made by a whistleblower through an e-mail or dedicated telephone line or a letter to the Chairman of theAudit Committee. Adequate safeguards are provided against victimization to those who availof the vigil mechanism. The Whistle Blower Policy may be accessed on the Company's websiteat the web link: http://silinvestments.in/pdfs/WhistleBlowerPolicy.pdf
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As required under the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and Rules framed thereunder yourCompany has implemented a policy on prevention prohibition and redressal of sexualharassment at the workplace. This has been widely communicated internally. During the yearunder review the Company has not received any complaint pertaining to sexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant or material orders passed by any Regulators /Courts which would impact the going concern status of your Company and its futureoperations.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014 acopy of the Annual Return of the Company for the financial year ended 31stMarch 2021 is uploaded on the website of the Company and can be accessed atwww.silinvestments.in
COMPLIANCE OF ACCOUNTING STANDARDS
As per requirements of Listing Regulations 2015 and applicableAccounting Standards your Company has made proper disclosures in the financialstatements. The applicable Accounting Standards have been duly adopted pursuant to theprovisions of Sections 129 and 133 of the Act.
COMPLIANCE OF SECRETARIAL STANDARDS
Your Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India and forming part of the Act on meetings of theBoard of Directors and General Meetings.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements based on the financialstatements received from the subsidiaries as approved by their respective Boards havebeen prepared in accordance with Indian Accounting Standard 110 (Ind AS - 110) on'Consolidated Financial Statements' notified under Section 133 of the Act read withCompanies (Accounting Standards) Rules 2006 as applicable.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other required informationpursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyis provided herewith as "Annexure - IV" and forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained your Directors make the following statements interms of Section 134(3)(c) of the Act:
a. that in preparation of the annual financial statements for the yearended 31st March 2021 applicable Accounting Standards have been followedalongwith proper explanation relating to material departures if any;
b. that such accounting policies have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a goingconcern basis;
e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; and
f. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
Your Directors would like to express their sincere appreciation for theassistance and co-operation received from various stakeholders including financialinstitutions and banks government authorities and other business associates who haveextended their valuable support and encouragement during the year under review.
Your Directors take this opportunity to place on record theirappreciation for the committed services rendered by the employees of the Company at alllevels who have contributed significantly towards the Company's performance and forenhancing its inherent strength.
Your Directors also acknowledge with gratitude the encouragement andsupport extended by our valued members.