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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

SILGO RETAIL LIMITED

Your Directors are pleased to present the 5th Annual Report on the business ofyour company together with the Audited Financial results fo r the year ended March 312020.

FINANCIAL HIGHLIGHTS

Your Company's performance during the year ended March 31 2020 as compared to theprevious nancial year is summarized as below-

(Rs. In Lacs)

Particulars 2019-20 2018-19
Income from Opera ons 2840.35 2167.12
Other Income 2.34 -
Total Income 2842.69 2167.12
Expenditures (E xcluding Interest & Deprecia on) 2543.09 1970.20
Profit before Interest and Depreciation Tax 299.60 196.92
Less: Deprecia on 12.67 9.60
Less: Interest - -
Profit before Tax 286.93 187.32
Less: Tax Expenses (Including Deferred Tax) 84.34 64.23
Profit After Tax 202.59 123.09

BUSINESS PERFORMANCE AND REVIEW OF OPERATIONS

The turnover of the company during the nancial year was Rs. 2842.69 Lacs. as againstlast year's Rs. 2167.12 Lacs. The Net Pro t fo r the year ended March 31 2020 stood atRs. 202.59 Lacs.

Revenue from opera ons grew by 31.06% on y-o-y basis in FY 2019-20 as compared to FY2018-19. Our margins and performance were remarkable due to increase in prices of nalproducts of the Company. The Company recorded a Net Pro t growth of 64.58% in FY 2019-20on y-o-y basis as compared to FY 2018-19 despite a rela vely sluggish industry growthprimarily on account of increase in sales volumes and improved cost e ciencies. Earningsper Share (EPS) stood at Rs. 3.59 f o r FY 2019-20.

DIVIDEND

During the year under review the Board of Directors have not recommended any dividendand proposes to put the reserves for enhancing business.

LISTING INFORMATION

The Equity Shares in the Company are con nued to be listed with NSE EMERGE Platformand in dematerialized form through depositories in order to eliminate all risks associatedwith physical shares and for ease of por olio management. The Lis ng Fee has been paid tothe Stock Exchanges f o r the year 2020-21. The ISIN No. of the Company is INE01II01013.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company. Due to PandemicCovid-19 the O ce and factory was shut down from March 22 2020 to May 25 2020.Otherwise the company had been working e ciently during the year. In spite of this Globalcrisis the Board of Directors are pleased to report a good performance of the Company interms of both nancial and opera onal performance.

TRANSFER TO RESERVES

During the year under review your directors have not transferred any amount to generalreserves.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company is not required to consolidate its nancial statements for the year endedMarch 31 2020 as the Company does not have any subsidiary associates and jo int venturescompanies.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No Significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's opera ons infuture.

ORDER OF SEBI NSE LIMITED

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

PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS

Details of investments made by the company have been disclosed in the audited FinancialStatements.

The Company has not made any loans to any persons within the meaning of Sec on 186 andhas also not given any guarantees within the meaning of that sec on.

BORROWINGS

The Company has availed loan of Rs. 8 Crore during the year. The details of suchborrowings are disclosed by the company in notes forming part of the company's auditednancial statements.

CREDIT RATING

The company has not obtained any ra ng from any Credit Ra ng Agency during the year.

CHANGES IN SHARE CAPITAL

As on March 31 2020 company has its Authorised share capital of Rs. 7.50 crore andthere is no change in authorised share capital of the company during the year underreview.

The company has increased its paid-up share capital from Rs. 506.6 lacs to Rs. 666.6lacsby way of preferen al allotment of 16 lacs equity shares dated 22nd Nov2019 pursuant to sec on 42 and 62 1 ( )(c)of the Companies Act 2013.

The total paid up Equity Share Capital as at March 31 2020 stood at Rs. 666.6 lacs.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITYSHARES AND EQUITY SHARES WITHDIFFERENTIALRIGHTS

During the year under review the company has neither issued shares with di eren al vong rights nor has granted any stock op ons or sweat equity. As on March 31 2020 none ofthe Directors of the company hold instruments conver ble into equity shares of theCompany.

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

Pursuant to Sec on 42 and 62 (1)(c) of the Companies Act 2013 the Company has raisedfunds by issuing 16 lacs equity shares of Rs. 10 each at a premium of Rs. 30/- per equityshare through preferen al allotment on 22nd November 2019. Pursuant to Regulaon 32(7) of SEBI (LODR) Regula ons 2015 the proceeds from such issue have been fu lly ulized for the stated purpose as per review by the audit commi ee.

EXTRACT OF ANNUAL REPORT

As required pursuant to sec on 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administra on) Rules 2014 (as amended) is furnished in theForm MGT 9. The Extract of Annual Return is a ached herewith as ANNEXURE-Iand isdisplayed on the website of the Company www.silgo.in

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards. As required underprovisions of Sec on 204 of the Companies Act 2013 the report in respect of theSecretarial Audit carried out by Ms. Payal Agarwal Prac cing Company Secretary(Membership No. ACS 51523 COP No. 19113) in Form MR-3 fo r the FY 2019-20 is annexedhereto marked as "Annexure II" and fo rms part of this Report. The saidSecretarial Audit Report being devoid of any reserva on(s) adverse remark(s) and quali caon(s) etc. does not call for any fu rther explana on(s)/ info rma on or comment(s) fromthe Board under Sec on 134(3) (f)(i i) of the Companies Act 2013.

COST RECORDS

The provisions of sec on 148(1) of the companies act 2013 and other applicable rulesand provisions are not applicable on the company. Therefore no cost record has beenmaintained by the company.

MATERIAL CHANGES AND COMMITMENTS:

While the past performance and current impacts of Covid-19 are material elements to beshared with the investors it is company's business prospects as seen by the managementthat ma ers the most. Following are the changes undergone by the company during the yearll date due to this pandemic situa on-

1. Impact of COVID-19 on Operations of Business

Due to the impact of COVID19 and in accordance with various ini a ves and direc ons ofboth central and State(s) Government from me to me including Janta Curfew and subsequentna onwide lock down the opera ons of the Company were suspended at its oce/showroom/manufacturing unit from March 22 2020 which has nega ve impacted its operaons of the Company during last week of March April and May 2020.

2. Material Impact of COVID -19 on Capital and Financial Position

As on date the company has adequate capital. As regards nancial resources the nancialaid announced by government fo r MSME if received would de nitely help us to survive innear future. This will a ect the pro tability for the year 2020 -21 which will be at lowerlevel because of reduc on in sales due to the impact of COVID-19 lockdown and rescissionin the market. None of our Assets got impaired due to COVID -19 e ects ll date. TheCompany has a sound internal nancial repor ng and control mechanism and whereverapplicable addi onal controls are being added to address the current situa on.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The Composi on of the Board and Key Managerial Persons of the Company as on March 312020 were as fo llows:

Sr. Name No. Category Date of Appointment Date of Resignation
1 Mr. NITIN JAIN Managing Director 09.01.2016
2 Mrs. ANJANA JAIN Non-Execu ve Director 14.06.2018
3 Mrs. BELA AGRAWAL Whole me Director 14.06.2019
3 Mr. AMIT SURANA Non-Execu ve Director 13.12.2018 07.06.2019
4 Mr. SHALABH GUPTA Non-Execu ve Independent 28.07.2018
Director
5 Mr. GOPAL SINGH Non-Execu ve Independent 28.07.2018
Director
6 Ms. TRIPTI SHARMA Company Secretary ( K ey 14.06.2018
Managerial
Person)
7 Mr.VAIBHAV Chief Financial O cer (Key 14.06.2018
KHANDELWAL Managerial Person)

Mrs.BelaAgrawal has been appointed as Whole me director on 14.06.2019 and a er thatMrs.AnjanaJain has been re-designated as Non- Execu ve Director on the very same day i.e.14.06.2019.

RETIRE BY ROTATION

In pursuant to Sec on 152(6 ) of the Companies Act 2013 Mrs. Anjana Jain designated asNon- Execu ve Director of the Company is liable to re re by rota on at the ensuing AnnualGeneral Mee ng.

DISCLOSURES BY DIRECTORS

The Board of Directors have submi ed no ce o f interest in Form MBP 1 under Sec on184(1)as well as in ma on by directors in Form DIR 8 under Sec on 164(2) and declara onsas to compliance with the Code of Conduct of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declara ons from each independent director under Secon 149(7) of the Companies Act 2013.The Board a er assessing their disclosures con rmsthat all the Independent Directors of the Company fu l l the conditions of independencespeci ed in the Act and LODR Regula ons and are independent of the management of theCompany.

None of the Independent Directors serve as an Independent Director in more than themaximum permissible limit on number of directorships as an Independent Director and alsohas not crossed the maximum tenure of Independent Director. The Board con rms that boththe Independent directors are pro cient and performing their du es with integrity.

ANNUAL EVALUATION OF BOARD COMMITTEES ANDINDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regula on 17(10) of SEBI ( Lis ng Obliga on and Disclosure Requirements) Regula ons 2015 the Board carried out annualevalua on of its own performance performance of its Commi ees and evalua on of individualdirector including independent directors. The independent directors carried out an annualperformance of non-i ndependent directors the Board as a whole and chairperson of theCompany. Nomina on and Remunera on Commi ee of the Board of directors evaluated theperformance of every director. The performance is evaluated on the basis of number ofBoard and Commi ee mee ngs a ended by individual directors par cipa on of director in thea airs of the company du es performed by each director targets archived by the companyduri ng the year. The Board found the evalua on sa sfactory and no observa ons were raisedduring the said evalua on in current year as well as in previous year.

BOARD MEETINGS ANDCOMMITTEES OF DIRECTORS

BOARD MEETINGS

The Board of Directors of the Company met eight mes during the nancial year on 09thApril 2019 25th May 2019 14th June 2019 09th Oct2019 14th Nov 2019 22nd Nov 2019 30th Jan 2020 26thMarch 2020. The gap intervening between two mee ngs of the board is as prescribed in theCompanies Act 2013 (hereina er "the Act").

Details of board mee ng a ended by the directors of the company are provided as under:

Name of Directors Number of Meetings Attended Tota l Meetings held during the F.Y. 2019-20 Last Attended AGM
Mr. Ni n Jain 8 8 Yes
Mrs.Anjana Jain 8 8 Yes
Mrs.BelaAgrawal 5 8 Yes
Mr.Shalabh Gupta 8 8 Yes
Mr.Gopal Singh 8 8 Yes
Mr.AmitSurana 3 8 No

BOARD COMMITTEES

The Board Commi ees play a vital role in strengthening the Corporate Governance pracces and f o cus e ec vely on the issues and ensure expedient resolu on of the diverse maers. The Commi ees also make speci c recommenda ons to the Board on various ma ers whenrequired. All observa ons recommenda ons and decisions of the Commi ees are placed beforethe Board for information or for approval.

As on March 31 2020 the Board has following 3 (T hree) Statutory Commi ees inaccordance with Companies Act 2013:

1. Audit Commi ee

2. Nomina on and Remunera on Commi ee

3. Stakeholder Rela onship Commi ee

Details of such commi ees and its composi on and mee ngs held during the nancial year2019-20 are as under:

AUDIT COMMITTEE

The Commi ee was cons tuted by Board of Directors of the Company on August 012018.During the year under review audit commi ee met six(6) mes i.e. on 08thApril201924th May 2019 7th June 2019 13th Nov. 2019 30thJan.2020and25th March 2020.

Role of th e committee

The role of the Commi ee inter-alia includes oversight of the company's nancial reporng process and the disclosure of its nancial information to ensure that the nancialstatement is correct su cient and credible; recommenda on for appointment remunera onand terms of appointment of auditors of the company; approval of payment to statutoryauditors for any other services rendered by the statutory auditors; reviewing with themanagement the annual nancial statements and auditor's report thereon before submissionto the board for approval; reviewing with the management the quarterly/Half yearlynancial statements before submission to the board f o r approval; reviewing with themanagement the statement of uses / applica on of funds raised through an issue (publicissue rights issue preferen al issue etc.) the statement of funds u lized for purposesother than those stated in the o er document / prospectus / no ce and the report submi edby the monitoring agency monitoring the u liza on of proceeds of a public or rights issueand making appropriate recommenda ons to the board to take up steps in this ma er;reviewing and monitoring the auditor's independence and performance and e ec veness ofaudit process; approval or any subsequent modi ca on of transac ons of the company withrelated par es; scru ny of inter-corporate loans and investments; valua on of undertakingsor assets of the Company wherever it is necessary; reviewing with the managementperformance of statutory and internal auditors adequacy of the internal control systemsand risk management systems; reviewing the ndings of any internal inves ga ons by theinternal auditors into ma ers where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and repor ng the ma er to the board;discussion with internal auditors of any Significant ndings and f o llow up there on; olook into the reasons for substan al defaults in the payment to the depositors debentureholders shareholders (in case of non-payment of declared dividends) and creditors; toreview the func oning of the Whistle Blower mechanism; approval of appointment of chiefnancial o cer a er assessing the quali ca ons experience and background etc. of thecandidate; Carrying out any other u f nc on as is men oned in the terms of reference ofthe audit commi ee.

Composition & Attendance

Name of the member Nature of Directorship Designation in the committee No. of meetings attended
Mr.Gopal Singh Non-Execu ve Independent Director Chairperson 6 of 6
Mr.Shalabh Gupta Non-Execu ve Independent Director Member 6 of 6
Mr. Ni n Jain Managing Director Member 6of 6

NOMINATION AND REMUNERATION COMMITTEE

The Commi ee was cons tuted by Board of Directors of the Company on 01st August 2018.The Commi ee has re-c ons tuted on December 13 2018. During the year commi ee met twicei.e. on 8th April 2019 and on 13th June 2019.

The terms of reference of the commi ee is explained in detail in the Nomina on &Remunera on Policy of the company in Annexure- V of Director's Report.

Composition &Attendance

Name of the member Nature of Directo rship Designation in the committee No. of meetings attended
Mr.Shalabh Gupta Non-Execu ve Independent Director Chairperson 2 of 2
Mr.Gopal Singh Non-Execu ve Independent Director Member 2 of 2
Mrs.Anjana Jain Non-Execu ve Director Member 2 of 2

STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Commi ee was cons tuted by Board of Directors of the Company on 01st August 2018.The Commi ee has re-c ons tuted on December 13 2018. During the year commi ee met thricei.e. on19th July 2019 9th Oct 2019 and 20th Jan 2020.

Role of th e committee

The terms of reference of the Commi ee includes considering and resolving thegrievances of security holders of theCompany including Allotment and lis ng of our sharesin future; Redressing of shareholders and investor complaints such as non-receipt ofdeclared dividend annual report transfer of Equity Shares and issue ofduplicate/split/consolidated share cer cates; Monitoring transfers transmissionsdematerializa on re-materializa on spli ng and consolida on of Equity Shares and othersecuri es issued by our Company including review of cases fo r refusal of transfer/transmission of shares and debentures; Reference to statutory and regulatory authori esregarding investor grievances; To otherwise ensure proper and mely a endance and redressalof investor queries and grievances; And to do all such acts things or deeds as may benecessary or incidental to the exercise of the above powers the Board may decide from meto me and / or enforced by any statutory no ca on amendment or modi ca on as may beapplicable.

Composition & Attendance

Name of the member Nature of Directo rship Designation in the committee No. Of meetings attended
Mrs.Anjana Jain Non-Execu ve Director Chairperson 3 of 3
Mr.Shalabh Gupta Non-Execu ve Independent Director Member 3 of 3
Mr.Gopal Singh Non-Execu ve Independent Director Member 3of 3

RECOMMENDATIONS BY THE AUDITCOMMITTEE WHICH WERE NOT ACCEPTED BY THEBOARD ALONG WITHREASONS

All the recommenda ons made by the Audit Commi ee are accepted and implemented by theBoard of Directors.

CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all the Board Members and SeniorManagement Personnel of the Company. All Directors and Senior Management Personnel of theCompany have a rmed compliance with the Company's Code of Conduct for the nancial yearended March 31 2020 in accordance with Regula on 17(5) of the Securi es &ExchangeBoard of India ( L is ng Obliga ons and Disclosure Requirements) Regula ons 2015. TheCode aims at ensuring consistent standards of conduct and ethical business prac ces acrossthe Company. The Company has posted the Code of Conduct for Directors and SeniorManagement on the company's website www.silgo.in under Investors link.

CODE OF CONDUCT FOR PROHIBITION OF INSIDERTRADING

Based on the requirements under SEBI P ( rohibi on of Insider Trading) Regula ons2015 as amended from me to me the code of conduct for preven on of insider trading andthe code fo r corporate disclosures ("Code") as approved by the Board from meto me are in force at the Company. The objec ve of this Code is to protect the interestof shareholders at large to prevent misuse o f any price sensi ve info rma on and toprevent any insider trading ac vity by dealing in shares of the Company by its Directorsdesignated employees and other employees. The Company also adopts the concept of TradingWindow Closure to prevent its Directors O cers designated employees and other employeesfrom trading in the shares of the company at the me when there is unpublished price sensive info rma on. The Policy is available on the website of the Company www.silgo.inunderthe Investors link.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sec on 134 (5 ) of the Companies Act 2013your Directors' con rm that:

i) In prepara on of annual accounts for the nancial year ended March 31 2020 theapplicable Accounting Standards have been fo llowed along with proper explana on rela ngto material departures;

ii) The Directors have selected such Accounting policies and applied them consistentlyand made j ud gments and es mates that are reasonable and prudent so as to give true andfair view of the state of a airs of the Company at the end of the nancial year ended March31 2020 and of the pro tsof the Company for the year;

iii) The Directors have taken proper and su cient care for their maintenance ofadequate Accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preven ng and detec ng fraud and otherirregulari es;

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

v) The directors had laid down internal nancial controls to be fo llowed by the companyand that such internal nancial controls are adequate and are opera ng e ec vely; and

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and opera ng e ec vely.

FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with Accounting standards as issuedby the Ins tute of Chartered Accountants of India and as speci ed in Sec on 133 of theCompanies act 2013 and the relevant rules thereof and in accordance with Regula on 33 ofSEBI (L is ng Obliga ons and Disclosure Requirements) Regula ons 2015. IND AS is notapplicable to the Company because Companies listed on SME exchanges are not requiredcomplying with IND AS. The es mates and j ud gments rela ng to the Financial Statementsare made on a prudent basis so as to re ect in a true and fair manner the fo rm andsubstance of transac ons and reasonably present the Company's state of a airs pro ts andcash ows for the year ended March 31 2020.The Company has neither revised the nancialstatements nor the report of Board of Directors.

AUDITORS

1. STATUTORY AUDITORS

M/s. J K Sarawgi & Co. Chartered Accountants Firm Registra on No. 006836C wereappointed as Statutory Auditors of the Company at the 4th Annual General Mee ng(A GM) held on November 14 2019 for the period of 5 years to hold o ce ll the conclusionof the 9th Annual general Mee ng of the company.

Hence the term of the said Statutory Auditors shall expire at the 9thAnnual General Mee ng of the company to be held in the year 2024 as per the provisions ofSec on 139 of the Companies Act 2013.

The auditors have con rmed their eligibility under Sec on 141 of the Companies Act2013 and the Rules framed there under. As required under SEBI (Lis ng Obliga ons andDisclosure Requirements) Regula ons 2015 the Auditors have also con rmed that they holda valid cer cate issued by the Peer Review Board of the Ins tute of Chartered Accountantsof India.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Sec on 204 of the Act and the Companies (Appointment andRemunera on of Managerial Personnel) Rules 2014 the Board of Directors has re-appointedMs.PayalAgarwal Prac cing Company Secretary as Secretarial Auditors of the Company forthe year under review. The Secretarial audit report received from the Secretarial Auditorsis annexed to this report marked as Annexure – IIand forms part of thisreport.

3. INTERNAL AUDITORS

The Board of Directors based on the recommenda on of the Audit Commi ee and pursuantto the provisions of sec on 138 of the Act read with the Companies (Accounts) Rules 2014has reappointed M/s. Sneha Agarwal& Company Chartered Accountants having o ce addressat 35 Shri Shyam Villa Lohiya Colony Vaishali Nagar Jaipur- 302021 Rajasthan as theInternal Auditors of your Company fo r the year under review.The Internal Auditor conductsthe internal audit of the func ons and opera ons of the Company and reports to the AuditCommi ee and Board from time to me.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

There are no quali ca ons reserva ons or adverse remarks made by Statutory AuditorsM/s. J K Sarawgi & Co. Chartered Accountants in the Auditor's report and bySecretarial Auditors Ms. Payal Agarwal Prac cing Company Secretary in their SecretarialAudit Report for the Financial Year ended March 31 2020. The Statutory Auditors have notreported any incident of fraud to the Audit Commi ee of the Company under subsec on (12)of sec on 143 of the Companies Act 2013 during the year under review. The notes onaccounts referred to the Auditors' Report are self-explanatory and therefore do not callfo r any fu rther explana on.

PUBLIC DEPOSITS

Your Company has not accepted any xed deposits within the meaning of Sec on 73 and 74of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 and assuch no principal or interest was outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS

Related party transac ons entered during the nancial year under review are disclosed inthe Financial Statements of the Company for the nancial year ended March 31 2020 asrequired under Accounting Standard -18. These transac ons entered were at an arm's lengthbasis and in the ordinary course of business. There were no materially Significant relatedparty transac ons with the Company's Promoters Directors Management or their rela veswhich could have had a poten al con ict with the interests of the Company. Form AOC-2containing the details of contracts and arrangements with related par es is enclosedherewith as Annexure – III as per applicable provisions of the Companies Act2013.

The Policy on the Related Party Transac ons as approved by the Board is uploaded on thewebsite of the Company www.silgo.in

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. CONSERVATION OF ENERGY

Your Company strives cau ously to conserve energy by adop ng innova ve measures tochange to eco-friendly and cheaper fuels reducing wastage and op mizing consump on. Therewas no capital investment made on energy conserva on equipment during the year underreview.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company's research and development team of the Company comprises of some of thenest designers metallurgists chemists and senior cra sman. The Company has beeninstrumental in developing and introducing several widely acclaimed jewellery designs. TheCompany has also developed several new systems procedures and techniques in jewellerymanufacturing. The company con nues to adopt and use the latest technologies to improvethe produc vity and quality of its service and products.

In case of imported technology (imported during the last th ree years reckoned from thebeginning of the Financial year:

_ The details of technologies imported.– Nil

_ The year of import – NA

_ Whether the technology been fully absorbed. – NA

_ If not fully absorbed areas where absorp on has not taken place and the reasonsthereof. –

NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Thousands)

S.No. Par culars 2019-20 2018-19
(a) Foreign Exchange Earnings 834.96 --
(b) Foreign Exchange Outogo 712.78 --

MANAGEMENTDISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report o f r the year under review as s pulatedunder Regula on 34 of SEBI (L is ng Obliga ons and Disclosure Requirements) Regula ons2015 is set out in this Annual Report as Annexure - IV.

CORPORATE GOVERNANCE

Corporate Governance at Silgo Retail Limited is evolved by not only ensuring compliancewith regulatory requirements but also by being responsive and responsible to the needs ofstakeholders with rewarding environment. Your Company believes that best CorporateGovernance prac ces are cri cal to enhance and retain investor trust.

We at Silgo Retail Limited believe that good and e ec ve Corporate Governance is crical to achieve corporate vision and mission of the organiza on; it is more of an organizaonal culture than a mere adherence to rules and regula ons. Law are alone cannot bringchanges and transforma on and voluntary compliance both in form and in substance plays animportant role in developing good Corporate Governance.

As our company has been listed on SME Emerge Pla orm of Na onal Stock exchange Limited(NSE) by virtue of Regula on 15 of the SEBI (Lis ng Obliga on and DisclosureRequirements) Regula ons 2015 the compliance with the corporate Governance provisions asspeci ed in regula on 17 to 27 and Clause (b) to (i) of sub regula on (2 ) of Regula on 46and Para C D and E of schedule V are not applicable to the company. Hence CorporateGovernance Report does not fo rm a part of this Board Report though we are commi ed forthe best corporate governance prac ces.

DETAILS OF POLICIES

i. Nomination and Remuneration Policy: The Board has on the recommenda on of theNomina on & Remunera on Commi ee framed a policy for selec on and appointment ofDirectors Senior Management and their remunera on. The Company's Remunera on Policy isavailable on the Company's website www.silgo.in and the same is a ached herewith as

Annexure - V.

ii. Risk Management Policy: Business Risk Evalua on and Management is an on-goingprocess within the Organiza on. Pursuant to Sec on 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 iden fy assess monitor and mi gate various risks to key business objec ves.Major risks iden ed by the business and func ons are systema cally addressed through mi gang ac ons on a con nuing basis. At present the company has not iden ed any element of riskwhich may threaten the business (or) existence of the company.

iii. Whistle Blower Policy – Vigil Mechanism:

The Company has formulated a Whistle Blower Policy / Vigil Mechanism which provides ao f rmal mechanism for employees and directors of the Company to approach the Chairman ofthe Audit Commi ee to ensure adequate safeguards against vic miza on. This policy wouldhelp to create an environment wherein individuals feel free and secure to raise an alarmwhenever any fraudulent ac vity takes place or is likely to take place. It will alsoensure that complainant(s) are protected from retribu on whether within or outside theorganiza on. The Board has elected Ms. Trip Sharma Company Secretary as the Whistle O cerunder the vigil mechanism policy. The details of establishment of the Vigil

Mechanism Policy are displayed on the website of the Company www.silgo.in under theInvestors link.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an An -Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Preven on Prohibi on & Redressal)Act 2013and an Internal Complaints Commi ee has been set up to redress complaintsreceived regarding Sexual Harassment at workplace with a mechanism of lodging &redress the complaints. All employees (permanent contractual temporary trainees etc.)are covered under this policy.

Pursuant to the requirements of Sec on 22 of Sexual Harassment of Women at Work place (P reven on Prohibi on & Redressal) Act 2013 read with Rules there under the Companyhas not received any complaint of sexual harassment during the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls. This ensures thatall transac ons are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposi on. In addi onthere are opera onal controls and fraud risk controls covering the en re spectrum ofinternal nancial controls. An extensive program of internal audits and management reviewssupplements the process of internal nancial control framework. Properly documentedpolicies guidelines and procedures are laid down f o r this purpose. The internal nancialcontrol framework has been designed to ensure that the nancial and other records arereliable o f r preparing nancial and other statements and for maintaining accountabilityof assets. In addi on the Company has iden ed and documented the risks and controls foreach process that has a rela onship to the nancial opera ons and repor ng. The Companyalso has an Audit Commi ee to interact with the Statutory Auditors Internal Auditors andManagement in dealing with ma ers within its terms of reference. This Commi ee mainlydeals with Accounting ma ers nancial repor ng and internal controls.

RISK MANAGEMENT

The business risk framework de nes the risk management approach across the enterpriseat various levels including documenta on and repor ng. The framework has di erent riskmodels which help in iden fying risks trend exposure and poten al impact analysis at aCompany level as also separately fo r business segments. The Company has iden ed variousrisks and also has mi ga on plans for each risk iden ed. The Policy is available on thewebsite of the Company i.e. www.silgo.in The risk management framework is reviewedperiodically by the Board and the Audit Commi ee.

FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Commi eeor the Board of Directors under sub-sec on 1 ( 2) of sec on 143 of the Companies Act 2013during the nancial year.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is not required to cons tute CSR commi ee and to make expenses towards CSRac vi es as per the requirements of Sec on 135 of the Companies Act read with Companies (C orporate Social Responsibility Policy) Rules 2014.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review the provision of sec on 125(2) of Companies Act 2013does not apply as the company was not required to transfer any amount to the InvestorEduca on Protec on Fund ( I EPF) established by Central Government of India.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDENDAND SHARE APPLICATION MONEY

There is no unpaid or unclaimed Share Applica on Money and Dividend is pending to bepaid to the investors and shareholders ll 31.03.2020.

INSURANCE

Our Company generally maintains insurance covering our inventories/ stock at suchlevels that we believe to be appropriate. The insurance policy covers stock lying in thepremises money in transit and the stock which is in our custody and speci ed person.

BUSINESS RESPONSIBILITY REPORT

Your Company does not fall under Top 500 listed en es as per Market Capitaliza on.Hence the Business Responsibility Report for the nancial year as s pulated under Regulaon 34 of the SEBI L ( is ng Obliga ons and Disclosure Requirements) Regula ons2015 is nota ached to this Annual Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remunera on and other details are required under Sec on 197(12) of the Act read with Rule 5(1) and 5(2 ) of the Companies (A ppointment and Remunera onof Managerial Personnel) Rules 2014 is fo rming part of the Directors' Report for theyear ended March 31 2020 and is annexed to this Report and marked as ANNEXURE- VI.

During the nancial year 2019-20 no employee whether employed f o r whole or part ofthe year was drawing remunera on exceeding the limits men oned under Sec on 197(12) ofthe Act read with Rule 5(2 ) of the Companies ( A ppointment and Remunera on of ManagerialPersonnel) Rules 2014.

MANDATORY UPDATE OF PAN AND BANK DETAILSAGAINST 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 par culars are mandatorily required to furnish these details to theIssuer Company/RTA fo r registra on in the folio. As per the records of the Company fewShareholders' folio needs to be updated with the PAN / Complete Bank Account detai ls sothat the investments held by them are in compliance with the aforemen oned circular. SuchShareholders are hence requested to submit the following documents within 21 days ofreceipt of this communica on:

_ Enclosed Form duly lled in and signed by all the shareholders.

_ Self- A ested Copy of Pan Card of all the shareholders

_ Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-a ested copyof rst page of pass book) of all the shareholders and

_ Address Proof (self-a ested copy of Aadhaar-Card of all the shareholders)

DEMATERIALIZATION OF SHARES

The equity shares of the Company are compulsorily traded in dematerialized form and areavailable f o r trading on both the depositories i.e. Na onal Securi es Depository Limitedand Central Depository Services (India) Limited. As per amended Regula on 40(1) of theSEBI (Lis ng Obliga ons and Disclosure Requirements) Regula ons2015 amended vide SEBI Noca on No. SEBI/LADNRO/GN/2018/24 dated June 08 2018 e ec ve from December 05 2018securi es of the listed companies can be transferred (except in case of transmission ortransposi on) only in the dematerialized form. In case any of the Shareholders have anyqueries or need any assistance in this regard please contact our company SecretaryMs.Trip Sharma (0141-4919655) or e-mail at cs@silgo.in

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

There are no demat suspense account/unclaimed suspense account during the year underreviewas per SEBI (L ODR) Regula ons 2015.

ACKNOWLEDGEMENT

Your Directors wish to convey their gra tude and place on record their apprecia on fo rthe valuable support and co-opera on of the Company's employees vendors bankersgovernment and other statutory authori es customers and shareholders who have reposedtheir con nued trust and con dence in the Company.

For and on behalf of the Board of Directo rs
SILGO RETAIL LIMITED
NITIN JAIN BELA AGRAWAL
Managing Director Whole-time Director Place: Jaipur
DIN: 00935911 DIN: 01874461 Date: 25th June 2020

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