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Silgo Retail Ltd.

BSE: 535117 Sector: Consumer
NSE: SILGO ISIN Code: INE01II01013
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Silgo Retail Ltd. (SILGO) - Director Report

Company director report

To

The Members of SILGO RETAIL LIMITED

Your Directors are pleased to present the 7th Annual Report of yourcompany together with Audited Financial statements for the year ended March 31 2022.

FINANCIAL PERFORMANCE

Your Company’s performance during the year ended March 31 2022 as compared to theprevious financial year is summarized as below-

(Rs. In Lacs)

Particulars 2021-22 2020-21
Revenue from Operations 3510.40 3189.26
Other Income 4.01 0.27
Total Income 3514.41 3189.53
Total Expenditures (Excluding Interest & Depreciation) 3061.74 2786.68
Profit before Interest Depreciation and Tax (PBIDT) 452.67 402.85
Less: Depreciation 7.51 10.37
Less: Interest 129.41 94.75
Profit before Tax (PBT) 315.75 297.73
Less: Tax Expenses (Including Deferred Tax) 85.18 77.88
Profit After Tax 230.57 219.84
Other comprehensive income for the year net of tax 3.52 1.21
Total comprehensive income for the year 234.08 221.06
Earnings per equity share (in Rs.):
Basic 2.28 2.32
Diluted 2.28 2.32

BUSINESS OVERVIEW AND THE COMPANY’S PERFORMANCE

This year also similar to earlier year got affected by repeat of Covid Pandemic andsignificantly affected the performance of the company in the first quarter of the year.Things started to improve from the second quarter and the trend continued in the thirdquarter as well. Nevertheless as a result of the increase in Silver price movement in thefourth quarter turnover and profits were negatively affected.

While the company in spite of difficult times could manage to reach an all time highwith respect to turnover at Rs. 3510.40 Lacs. as against last year’s Rs. 3189.26 Lacsregistering a growth of 10.06% on y-o-y basis in FY 2021-22 The Net Profit for the yearended March 31 2022 stood at Rs. 230.57 Lacs. The Company recorded a Net Profit growth of4.88% in FY 2021-22 on y-o-y basis as compared to FY 2020-21.

The performance of the manufacturing units have improved substantially during the yearunder review. We overcame the impact of the COVID-19 pandemic and witnessed a significantimprovement in turnover and capacity utilisation

DIVIDEND

Your directors have not recommended any dividend for the year.

CONTINUING CHALLENGES

• Ever fluctuating cost of silver that would affect the customer behaviour overmedium term and also the profitability on a quarterly basis

• Arising out of possibility of re-emergence of Covid in any part of financialyear 22-23

• Ongoing pricing war among the organised players.

• Application of better part of earning income to meet the incremental workingcapital requirements for the same size of business.

LISTING OF SHARES

The Equity Shares of your Company continue to remain listed with National StockExchange of India Limited. The listing fees for the year 2022-23 have not been paid to theStock Exchanges till date but the same will be duly paid till the due date. The Shares ofthe companies are compulsorily tradable in dematerialized form.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the Company's business during the past yearunder review.

TRANSFER TO RESERVES

No amounts have been transferred to general reserves by your directors during the yearunder review.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As the Company does not have any subsidiaries associates or joint ventures it doesnot need to consolidate its financial statements for the year ended March 31 2022.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company’s operations in future.

ORDER OF SEBI NSE LIMITED

There are no orders received by the company from SEBI and NSE Limited which wouldimpact the listing of company's shares.

PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to the financial statements. The Company has notmade any loans to any persons within the meaning of Section 186 and has also not given anyguarantees within the meaning of that section.

BORROWINGS

The Company has availed loan of Rs. 3.55 Crore during the year. The details of suchborrowings are disclosed by the company in notes forming part of the company’saudited financial statements.

CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

SHARE CAPITAL

As on March 31 2022 the Issued Subscribed and Paid up Share Capital of your Companystood at Rs. 10.27 Crore comprising 1.027 Crore Equity Shares of Rs. 10/- each. There isno change in the Authorized and Paid-up Share capital during the year under review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIALRIGHTS

The Company has neither issued shares with differential voting rights nor granted anystock options or issue any sweat equity or issued any bonus shares. Further the Companyhas not bought back any of its securities during the year under review and hence nodetails / information invited in this respect.

DISCLOSURE REGARDING THE DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIALALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT

Pursuant to Section 42 and 62 (1)(c) of the Companies Act 2013 the Company has notraised through preferential allotment or qualified institutions placement.

ANNUAL RETURN

A copy of the Annual Return of the Company for the Financial year 2021-22 as requiredunder Section 92 (3) of the Companies Act 2013 and Rule 12 of the Companies (Managementand Administration) Rules 2014 shall be placed on the Company’s website www.silgo.inBy virtue of amendment to Section 92(3) of the Companies Act 2013 the Company is notrequired to provide extract of Annual Return (Form MGT-9) as part of the Board’sreport.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings. The report in respect of theSecretarial Audit carried out by M/s. Harish Mulchandani & Associates CompanySecretaries (COP No. 19525) in Form MR-3 for the FY 2021-22 is annexed hereto marked as "AnnexureI" and forms part of this Report. There are no adverse observationsqualifications reservations in the Secretarial Audit Report which call for explanation.

COST RECORDS

Your Company is not required to maintain cost records as specified under Section 148 ofthe Act.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments affecting financial position of theCompany between end of the financial year and the date of the report except for the impactarising due to the continuance / resurgence of Covid-19.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DETAILS OF DIRECTORS AND KMP WHO WERE APPOINTED AND RESIGNED DURING THE YEAR

The Composition of the Board and Key Managerial Persons of the Company as on March 312022 were as follows:

Sr. No. Name Category Date of Appointment Date of Resignation
1 Mr. NITIN JAIN Managing Director 09.01.2016
2 Mrs. ANJANA JAIN Additional Whole-time Director 20.12.2021
3 Mrs. BELA AGRAWAL Whole time Director 14.06.2019 20.12.2021
4 Mr. SHALABH GUPTA Non-Executive Independent Director 28.07.2018
5 Mr. GOPAL SINGH Non-Executive Independent Director 28.07.2018
6 Mr. TARUN KUMAR Non-Executive Independent Director 08.02.2021
RATHI Mr. Mridul Maheshwari Additional Non-Executive Director 20.12.2021
7 Ms. TRIPTI SHARMA Company Secretary (Key Managerial Person) 14.06.2018
8 Mr. VAIBHAV KHANDELWAL Chief Financial Officer (Key Managerial Person) 14.06.2018 30.03.2022

Mrs. Bela Agrawal has resigned as a Whole-time director w.e.f. December 20 2021 of thecompany and Mrs. Anjana has re-designated as Additional Whole-time Director in place ofher in the same meeting and shall be regularize in the ensuing Annual General Meeting.

A new member Mr. Mridul Maheshwari has been appointed in the board as AdditionalNon-Executive Director and shall be regularize in the ensuing Annual General Meeting.

Mr. Vaibhav Khandelwal has resigned from the post of Chief Financial Officer of thecompany w.e.f. March 30 2022.

RETIRE BY ROTATION

In pursuant to Section 152(6) of the Companies Act 2013 Mr. Mridul Maheshwaridesignated as Non- Executive Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME

Company’s definition of ‘Independence’ of Directors is derived fromSection 149(6) of the Act and

Regulation 16(1)(b) of SEBI (LODR) Regulations. The Independent Directors provide anannual confirmation that they meet the criteria of independence. Based on theconfirmations/disclosures received from the Directors the Board confirms that theIndependent Directors fulfil the conditions as specified under SEBI (LODR) Regulations andare independent of the management.

The Board members are provided with necessary documents/ brochures and reports toenable them to familiarise with the Company’s procedures and practices. Periodicpresentations are made at the Board and Board Committee Meetings on business andperformance updates of the Company business strategy and risks involved. Site visits arealso arranged except during covid period.

In order to acquaint the new directors with the Company a detailed presentation isgiven to them at the time of their appointment which covers their role duties andresponsibilities Company’s strategy business model operations marketsorganisation structure products etc. A detailed presentation along similar lines is sentto existing Independent Directors every year to keep them apprised of the above details.

As part of Board discussions presentation on performance of the Company is made to theBoard during its meeting(s). The details of such familiarisation programmes forIndependent Directors are posted on the website of the Company and can be accessed at linkwww.silgo.in

DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of the independence as prescribed both undersection 149(6) of the Companies Act 2013 and under Regulation 16 (1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. In accordance with theprovisions of the Companies Act 2013 none of the Independent Directors are liable toretire by rotation.

BOARD EVALUATION

Pursuant to provisions of Companies Act 2013 and Schedule IV of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) the Board has carriedout an Annual Performance Evaluation of its own performance the Directors individually aswell as the evaluation of the working of its committees. In line with effective governancerequirements the Board reviews its own performance annually using a pre-determinedtemplate designed as a tool to facilitate the evaluation process. The assessment was builtaround the functioning of the Board as a whole its committees and also the evaluation ofIndividual Directors. While the individual Directors’ performance was reviewed by theChairman and the rest of the Board excluding the Director being evaluated theChairman’s and Non-independent Director’s performance was appraised throughfeedback from Independent Directors.

BOARD MEETINGS AND COMMITTEES OF DIRECTORS

BOARD MEETINGS

During the year under review 8 meetings of the Board were held and the gap between anytwo meetings did not exceed 120 days except the first Board Meeting dated 11thJune 2021 which was held after 122 days of last meeting of F.Y. 2020-21 dated 08 February2021.

Due to COVID-19 pandemic there was strict Lockdown imposed by the state Govt. in theCompany’s area from 15th April 2021 to 8th June 2021. Henceyour Board were unable to conduct any meeting of Board or committees of the company duringthe time. In view of the difficulties arising due to resurgence of COVID-19 pandemic theMinistry of Corporate Affairs ("MCA") vide its General Circular No. 08/2021dated 03rd May 2021 has decided that the requirement of holding meetings of Board of theCompanies within intervals provided in Section 173 of the Companies Act 2013 (120 days)stands extended by period of Sixty (60) days for first two quarters of financial year2021-2022. Accordingly gap between two consecutive meetings of the Board may extend to180 days during the Quarter April to June 2021 and Quarter July to September 2021 insteadof 120 days as required in the Companies Act 2013. Hence as per given relaxation by MCAitself your company did not fall under any non-compliance in this regard as per CompaniesAct 2013.

The requisite quorum was present during all the Board meetings. During the year 8meetings of the Board were held on 11th June 2021 19th July 202113th August 2021 5th October 2021 27th Oct 2021 17thNovember 2021 20th December 2021 10th February 2022. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013(hereinafter "the Act").

Details of board meeting attended by the directors of the company are provided asunder:

Name of Directors Number of Meetings Attended Total Meetings held during the F.Y. 2021-22 Last Attended AGM
Mr. Nitin Jain 8 8 Yes
Mrs. Anjana Jain 8 8 Yes
Mrs. Bela Agrawal 7 8 Yes
Mr. Shalabh Gupta 8 8 Yes
Mr. Gopal Singh 8 8 Yes
Mr. Tarun Kumar Rathi 8 8 Yes
Mr. Mridul Maheshwari 1 8 No

BOARD COMMITTEES

The Board Committees play a vital role in strengthening the Corporate Governancepractices and focus effectively on the issues and ensure expedient resolution of thediverse matters. The Committees also make specific recommendations to the Board on variousmatters when required. All observations recommendations and decisions of the Committeesare placed before the Board for information or for approval.

As on March 31 2022 the Board has following 3 (Three) Statutory Committees inaccordance with Companies Act 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role isincluded in the Corporate Governance Report which is a part of this Annual Report. Inaddition to the Committees mentioned in the Corporate Governance Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees during day-to-day business operations of thecompany. The Company believes in "Zero Tolerance" against bribery corruptionand unethical dealings / behaviours of any form and the

Board has laid down the directives to counter such acts. The Code gives guidancethrough examples on the expected behaviour from an employee in each situation and thereporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard. TheCode has also been posted on the Company’s website at www.silgo.in

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Directors and the designated employeeshave confirmed compliance with the Code. The same has been displayed at the company’swebsite at www.silgo.in

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of sub-section 3 read with sub-section 5 of Section 134 of the Companies Act2013 the directors hereby state to the best of their knowledge and belief that:

i) In preparation of annual accounts for the financial year ended March 31 2021 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year endedMarch 31 2021 and of the profits of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) The Directors had prepared the annual accounts on a ‘going concern’basis;

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and vi) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issuedby the Institute of Chartered Accountants of India and as specified in Section 133 of theCompanies act 2013 and the relevant rules thereof and in accordance with Regulation 33 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company hasadopted Indian accounting Standards ("Ind AS") specified under section 133 ofthe companies Act 2013 for the year under review. The company has evaluated the possibleimpact of this pandemic on the business operations and the financial positions of theCompany and based on its assessment believes that there is no significant impact on thefinancial results of the Company.

AUDITORS

1. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framedthere under M/s. J K Sarawgi & Co. Chartered Accountants Firm Registration No.006836C have been appointed as Auditors for a term of five years subject to ratificationby the shareholders from the conclusion of the 4th Annual General Meeting(AGM) till the conclusion of the 9th Annual general Meeting of the company.

The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified severalSections of the Companies (Amendment) Act 2017. In view of the said notification therequirement of ratification of appointment of auditors under Section 139 of the CompaniesAct 2013 at each AGM is no longer required. Hence the resolution to this item is notbeing included in the Notice to the AGM.

1.1 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force).

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s Harish Mulchandani & Associates Company Secretaries as Secretarial Auditors ofthe Company for the year under review. The Secretarial audit report received from theSecretarial Auditors is annexed to this report marked as Annexure I and forms partof this report.

3. INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of section 138 of the Act read with the Companies (Accounts) Rules2014 has appointed M/s. Pankaj Kumawat & Associates Chartered Accountants having FRN: 025882C as the Internal Auditors of the company for the year under review.

COMMENTS ON AUDITORS REPORT

There are no disqualifications reservations adverse remarks or disclaimers in theStatutory auditor’s report and secretarial auditor’s report.

PUBLIC DEPOSITS

The Company has not accepted deposits from public within the meaning of Section 73 ofthe Companies Act 2013 read with Rules framed thereunder. Further no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with related partieswhich may have potential- conflict with interest of the Company at large. The particularsof such contract or arrangements entered by the Company with related parties referred toin sub-section (1) of section 188 of the Companies Act 2013 are attached here within AnnexureII in Form No.AOC-2.

All Related Party transactions were placed before the Audit Committee and the Board forapproval.

The Policy on the Related Party Transactions as approved by the Board is uploaded onthe website of the Company www.silgo.in

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE / INDUSTRIAL RELATIONS FRONT INCLUDING NUMBEROF PEOPLE EMPLOYED

Many initiatives have been taken to support business through organizational efficiencydevelopment resourcing performance & compensation management competency-baseddevelopment career & succession planning and organization building. Leadershipdevelopment is one of the primary key initiatives of the Company. Primary personaldevelopment program has been taken up as long term strategy of the Company. A significanteffort has also been undertaken to develop leadership as well as administrative /functional capabilities in order to meet future talent requirement.

The Company continues to maintain pleasant relations without any interruption in work.As on 31st March 2022 the Company has 28 Employees on its roll of the company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has been provided in Annexure-III forming part of this report.

During the financial year 2021-22 no employee whether employed for whole or part ofthe year was drawing remuneration exceeding the limits mentioned under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. CONSERVATION OF ENERGY

The disclosure of particulars with respect to conservation of energy pursuant toSection 134 (3) (m) of the Companies Act 2013 read with rule 8(3) of the companies(accounts) rules 2014 are not applicable as our business is not specified in theSchedule. However the company makes its best efforts to conserve energy in a moreefficient and effective manner.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

The company has not carried out any specific research and development activities. Thecompany uses indigenous technology for its operations. Accordingly the informationrelated to technology absorption adaptation and innovation is reported to be NIL.

C. FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Thousands)

S.No. Particulars 2021-22 2020-21
(a) Foreign Exchange Earnings 100142.39 45822.35
(b) Foreign Exchange Outogo 1375.43 1546.80

DETAILS OF POLICIES

i. Nomination and Remuneration Policy: The Board has on the recommendation of the

Nomination & Remuneration Committee framed a policy for selection and appointmentof Directors Senior Management and their remuneration. The Company’s RemunerationPolicy is available on the Company’s website www.silgo.in and the same is attachedherewith as

Annexure - IV.

ii. Risk Management Policy: Business Risk Evaluation and Management is an on-goingprocess within the Organization. Pursuant to Section 134(3)(n) of the Companies Act 2013the Board has framed a Risk Management Policy for the Company. The Company has in place amechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis. At present the company has notidentified any element of risk which may threaten the business (or) existence of thecompany.

iii. Whistle Blower Policy Vigil Mechanism:

In compliance with the provisions of section 177(9) of the Companies Act 2013 andRegulation 22of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015(LODR)the Company has established a vigil mechanism for the Directorsand employees of the Company to report concerns about unethical behaviour actualor suspected incidents of fraud or violation of Code of Conduct. The VigilMechanism / Whistle Blower Policy may be accessed on the

Company’s website at www.silgo.in

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as required under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013. There were no such complaints receivedunder the policy during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors have designed and implemented various policies and proceduresfor internal financial controls to ensure orderly and efficient recording and generationof reliable financial and operational information safeguarding of assets fromunauthorised use or losses prevention and detection of frauds and errors accuracy andcompleteness of the accounting records timely preparation of reliable financialinformation and ensuring compliance with corporate policies and applicable laws. The auditcommittee evaluates the internal control system periodically. During the year underreview no fraud was detected by the auditors.

The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls with reference tofinancial statements were operating effectively as at March 31 2022 based on theessential components of internal controls over financial reporting criteria established bythe Company.

RISK MANAGEMENT

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. Some of therisks faced by the Company are raw material price risk financial risk foreign currencyrisk etc. At present there are no risks which in the opinion of the Board threaten theexistence of the Company.

FRAUD REPORTING

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Act (including any statutory modification(s)or re-enactment(s) for the time being in force).

INSOLVENCY AND BANKRUPTCY CODE 2016

No application or proceeding was made or pending against the Company under theInsolvency and Bankruptcy Code 2016 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is not required to constitute CSR committee and to make expenses towardsCSR activities as per the requirements of Section 135 of the Companies Act read withCompanies (Corporate Social Responsibility Policy) Rules 2014.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is set out in this Annual Report as Annexure V

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on corporategovernance together with a certificate from M/s Harish Mulchandani & AssociatesCompany Secretaries confirming compliance thereof is given in Annexure-VI formingpart of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review the provision of section 125(2) of Companies Act 2013does not apply as the company was not required to transfer any amount to the InvestorEducation Protection Fund (IEPF) established by Central Government of India.

DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TOTHE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITYIN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS

Mr. Nitin Jain and Mrs. Bela Agrawal holds 10% or more shares in the Company. Thedetails of transactions with promoter/promoter group holding 10% or more shares have beendisclosed in the financial statements which is part of the Annual Report.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

There is no unpaid or unclaimed Share Application Money and Dividend is pending to bepaid to the investors and shareholders till 31.03.2022.

INSURANCE

The assets of the Company are adequately insured against fire and such other risks asare considered necessary by the Management.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f ) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 was not applicable to the Company duringthe year under review based on the market capitalisation.

MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April 2018shareholders whose ledger folios do not have/have incomplete details with respect to PANand Bank Account particulars are mandatorily required to furnish these details to theIssuer Company/RTA for registration in the folio. As per the records of the Company fewShareholders’ folio needs to be updated with the

PAN / Complete Bank Account details so that the investments held by them are incompliance with the aforementioned circular. Such Shareholders are hence requested tosubmit the following documents within 21 days of receipt of this communication:

• Enclosed Form duly filled in and signed by all the shareholders.

• Self-Attested Copy of Pan Card of all the shareholders

• Cancelled Cheque Leaf with Name (if name is not printed on cheque -self-attested copy of first page of Pass-book) of all the shareholders and

• Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

DEMATERIALIZATION OF SHARES

The trading in the Equity Shares of your Company is under compulsory dematerializationmode. As on March 31 2022 Equity Shares representing 100% of the equity share capitalare in dematerialized form. As the depository system offers numerous advantages membersare requested to take advantage of the same and avail of the facility of dematerializationof the Company’s shares.

DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

There are no demat suspense account/unclaimed suspense account during the year underreview as per SEBI (LODR) Regulations 2015.

ACKNOWLEDGEMENT

The Board would like to place on record its sincere appreciation for the wholeheartedsupport and contribution made by its customers its shareholders and all its employeesacross the country as well as the various Government Departments Banks DistributorsSuppliers and other business associates towards the conduct of efficient and effectiveoperations of your Company.

For and on behalf of the Board of Directors
SILGO RETAIL LIMITED
NITIN JAIN ANJANA JAIN
Place: Jaipur Managing Director Whole-time Director
Date: August 22 2022 DIN: 00935911 DIN: 01874461

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