To the members of
SIL INVESTMENTS LIMITED
Your Directors are pleased to present the Eighty Ninth Annual Report on
the business of your Company alongwith the audited financial statements for the year ended
31st March, 2023.
FINANCIAL RESULTS
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014. The financial
statements for the financial year ended 31st March, 2023 as well as comparative figures
for the year ended 31st March, 2022 are Ind AS compliant.
The financial highlights of your Company for the year ended 31st March,
2023 are summarized as follows:
(Rs. in lakhs)
| Particulars |
Standalone |
Consolidated |
|
Year ended 31- March, 2023 |
Year ended 31st March, 2022 |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
| Total Income |
4,053.97 |
4,298.65 |
4,966.21 |
5,008.22 |
| EBITDA |
3,537.83 |
3,730.66 |
4,297.89 |
4,327.05 |
| Less: Depreciation |
141.06 |
52.87 |
175.27 |
83.81 |
| EBIT |
3,396.77 |
3,677.79 |
4,122.62 |
4,243.25 |
| Less: Finance Cost |
367.59 |
135.73 |
368.85 |
136.15 |
| Profit before exceptional items and tax |
3,029.17 |
3,542.06 |
3,753.77 |
4,107.10 |
| Add: Exceptional items |
- |
- |
- |
- |
| Profit Before Tax |
3,029.17 |
3,542.06 |
3,753.77 |
4,107.10 |
| Less: Tax |
700.88 |
630.43 |
892.89 |
768.80 |
| Profit after Tax |
2,328.29 |
2,911.63 |
2,860.88 |
3,338.30 |
Your Company proposes to transfer an amount of Rs. 233.00 lakhs to
General Reserves and Rs. 466.00 lakhs to Reserve Fund.
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of financial year
and the date of this report.
There has been no change in the nature of business of the Company.
DIVIDEND
Your Directors are pleased to recommend a dividend @ 25% i.e. Rs. 2.50
per equity share for the year ended 31st March, 2023, subject to approval by the members
at the forthcoming Eighty Ninth Annual General Meeting (AGM) of the Company. The total
outgo on account of dividend to the members will be Rs. 264.90 lakhs.
SUBSIDIARIES
Your Company has five subsidiaries (four Indian and one Foreign) viz.
RTM Investment & Trading Company Limited, SCM Investment & Trading Company
Limited, RTM Properties Limited, SIL Properties Limited and SIL International Pte.
Limited. The highlights of financial performance of subsidiaries for the financial year
2022 - 23 are disclosed in Form AOC - 1.
During the year under review, RTM Investment & Trading Company
Limited and SCM Investment & Trading Company Limited qualify as material unlisted
subsidiaries of the Company. Pursuant to Regulation 24a of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended (Listing Regulations, 2015), the Secretarial Audit Reports of these companies
form part of this Report.
In accordance with Section 136 of the Act, as amended, the audited
financial statements, (including the consolidated financial statements and related
information of the Company and audited accounts of each of its subsidiaries), are
available on the website of your Company: www.silinvestments.in. These documents will also
be 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 as
prescribed by the Listing Regulations, 2015, consolidated financial statements presented
by the Company include financial information of subsidiary companies, which forms part of
the Annual Report. The Board of Directors of the Company have approved a policy for
determining material subsidiaries in line with Listing Regulations, 2015. The policy has
been uploaded on the Companys website and is available at the web link:
http://silinvestments. in/pdfs/PolicyonDeterminingMaterialSubsidiaries.pdf
PUBLIC DEPOSITS
Your Company has neither invited nor accepted/ renewed any deposits
from the public under Chapter V of the Act during the year under review. There are no
unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be
deposited to the Investor Education and Protection Fund as on 31st March, 2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company is a Non-Banking Financial Company registered with the
Reserve Bank of India (RBI) and engaged in the business of investments and lending
activities. In view thereof, the Company is exempted from giving disclosures of
particulars of loans, guarantees and investments as required under Section 186 of the Act
and hence the said particulars have not been given in this Report.
Pursuant to Regulations 34(3) of the Listing Regulations, 2015, the
particulars of loans/advances have been disclosed in the notes to financial statements.
CAPITAL ADEQUACY RATIO
Your Companys Capital to Risk Assets Ratio (CRAR) calculated in line
with the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions, 2007 (RBI Directions) is above the regulatory requirement
of 15%. Your Companys asset size is Rs. 1,48,400.73 lakhs. Pursuant to the
guidelines/directions issued by the RBI as applicable to a Non-Banking Finance Company
(NBFC), your Company every year obtains a certificate from the Statutory Auditors of the
Company in this regard.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was Rs.
10,59,58,600/- comprising of 1,05,95,860 Equity Shares of Rs.10/- each. During the year
under review, your Company has not issued any further shares to the members or general
public. Your Companys Equity Shares are listed on BSE Limited and National Stock Exchange
of India Limited.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Act, the declared
dividend which remained unclaimed for a period of seven years has been transferred by the
Company to the Investor Education and Protection Fund established by the Central
Government pursuant to Section 125 of the Act.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The detailed review of operations, state of affairs, performance and
outlook of the Company is given separately in the Management Discussion and Analysis
Report as required under Regulation 34 of the Listing Regulations, 2015 as "Annexure
- I" to this report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Companys Board comprises of six Directors, four of whom are
Non-executive Directors (of which three are Independent Directors) and two Executive
Directors viz., a Managing Director and an Executive Director designated as
Director-in-Charge. The Nonexecutive Directors are eminent professionals with vast
experience in the area of industry, finance and law.
DIRECTOR RETIRING BY ROTATION AND RE-APPOINTMENT
In accordance with the provisions of the Act and in terms of the
Articles of Association of the Company, Mr. C. S. Nopany (DIN: 00014587) retires by
rotation and is eligible for re-appointment at the forthcoming AGM. A brief resume, nature
of experience in specific functional areas, names of companies in which he holds
directorships and memberships/chairmanships of Board Committees, shareholding and
relationships between directors inter-se as stipulated under Regulation 17 of the Listing
Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of Directors
of your Company commend the appointment.
CHANGES IN DIRECTORATE
The term of office of Mr. Shrikant Mantri, as an Independent Director,
will expire on 09th May, 2024. The Board of Directors on the recommendation of the
Nomination and Remuneration Committee has recommended the re-appointment of Mr. Shrikant
Mantri as an Independent Director of the Company for a second term of five consecutive
years on the expiry of his current term of office, subject to approval by the members.
Necessary resolution seeking approval of the members for appointment of
Mr. Shrikant Mantri proposed to be re-appointed, alongwith the brief profile, have been
incorporated in the Notice of the ensuing AGM.
INDEPENDENT DIRECTORS
The Independent Directors of the Company have been appointed by the
members for a fixed term of 5 (five) consecutive years from their respective dates of
appointment/regularization in the AGM and they are not liable to retire by rotation as per
requirements of the Act and Listing Regulations, 2015.
The Companys Independent Directors have submitted requisite
declarations confirming that they continue to meet the criteria of independence as
prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations, 2015. The Independent Directors have also confirmed that they have complied
with Schedule IV of the Act and the Companys Code of Conduct.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
finance, investments, stock market operations,
people management, strategy, planning and execution, 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 of
all Independent Directors in the data bank maintained with the Indian Institute of
Corporate Affairs, Manesar (MCA). Accordingly, the Independent Directors of the Company
have registered themselves with the IICA for the said purpose. In terms of Section 150 of
the Act read with the Companies (Appointment & Qualification of Directors) Rules,
2014, as amended, since all the Independent Directors of the Company have served as
Directors for a period of not less than 3(three) years on the Board of Listed Companies as
on the date of inclusion of their names in the database, they are not required to
undertake online proficiency selfassessment test conducted by the said Institute.
BOARD EFFECTIVENESS FAMILIARISATION PROGRAMME
Pursuant to Regulation 25(7) of Listing Regulations, 2015, the details
of the familiarization programme imparted to Independent Director are uploaded on the
website of the Company and available at the web link:
http://www.silinvestments.in/pdfs/SIL- Familarisation%20Prog-ID-2021-22New.pdf
The familiarization programme seeks to familiarize the Independent
Directors with the working of the Company, their roles, rights and responsibilities,
vis-a-vis the Company, the industry in which the Company operates, business model, etc.
BOARD EVALUATION
Pursuant to the provisions of the Act and Listing Regulations, 2015,
the Board has carried out an evaluation of its own performance and of the Directors
individually, as well as the evaluation of the working of the Board Committees. The manner
of evaluation has been explained in the Corporate Governance Report.
CRITERIA FOR SELECTION OF DIRECTORS, KEY MANAGERIAL PERSONNELS AND
SENIOR LEADERSHIP POSITIONS AND THEIR REMUNERATION
The Board on the recommendation of the Nomination and Remuneration
Committee has framed a policy for selection and appointment of Directors, Senior
Management Personnel and determining their remuneration. The policy is available on the
Companys website at the web link: http://silinvestments.in/pdfs/RemunerationPolicy.pdf.
The policy contains, inter alia, principles governing Directors appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of Directors, etc.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 2(51) and 203 of the Act read
with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following 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 in
advance to the Directors. During the year, five Board meetings were convened. The details
of Board and Committee meetings held during the year under review are given in the
Corporate Governance Report forming part of this Annual Report. The gap between these
meetings was within the period prescribed under the Act and Listing Regulations, 2015.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arms length basis and were in the ordinary course of business.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained
on an annual basis for transactions which are of a foreseen and repetitive nature. A
detailed statement of such Related Party Transactions entered into pursuant to the omnibus
approval so granted are placed before the Audit Committee for their review on a quarterly
basis. 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 this
report.
Your Company has formulated a Related Party Transactions Policy for the
purpose of identification and monitoring of such transactions. The policy on Related Party
Transactions as approved by the Board is uploaded on the Companys website and is
available at the web link: http://silinvestments.in/
pdfs/PolicyonRelatedPartyTransactions.pdf
INTERNAL FINANCIAL CONTROL SYSTEMS
Your Companys Internal Financial Control systems are robust,
comprehensive and commensurate with the nature, size, scale and complexity of its
business. The system covers all major processes to ensure reliability of financial
reporting, compliance with policies, procedures, laws and regulations, safeguarding of
assets and economical and efficient use of resources.
The Internal Auditors continuously monitor the efficacy of internal
controls with the objective of providing to the Audit Committee and the Board of
Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the Companys risk management with regard to the internal control
framework.
The policies and procedures adopted by the Company ensures orderly and
efficient conduct of its business, adherence to the Companys policies, prevention and
detection of frauds and errors, accuracy and completeness of records and timely
preparation of reliable financial information.
The Audit Committee actively reviews adequacy and effectiveness of
internal control systems and suggests improvements for strengthening them in accordance
with business dynamics, if necessary. The Audit Committee also meets the Companys
Statutory Auditors to ascertain their views on the Financial Statements, including the
financial reporting system and compliance of accounting policies and procedures followed
by your Company.
AUDITORS REPORT
The Board has duly reviewed the Statutory Auditors Report on the
financial statements including notes to the financial statements. The Report given by the
Auditors on the financial statements of the Company forms part of this Report. There has
been no qualification, reservation, adverse remark, reporting of any fraud or disclaimer
given by the Auditors in their Report.
AUDITORS
STATUTORY AUDITORS
M/s. SGCO & Co., LLP Chartered Accountants, (ICAI Firm Registration
Number: 1 1 2081W/W1 001 84) were appointed as Statutory Auditors of the Company in the
AGM held on 30th August, 2022 in terms of Section 141 of the Act, applicable rules and RBI
Guidelines, for a period of 2 years commencing from the financial year 2022 - 23 and they
hold office from conclusion of the 88th AGM of the Company till the conclusion of the 90th
AGM to be held in 2024. The Auditors have confirmed their eligibility under Section 141 of
the Act and the Rules framed thereunder. As required under Regulation 33 of the Listing
Regulations, 2015 the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
INTERNAL AUDITORS
The Board of Directors on the recommendation of the Audit Committee
have appointed M/s. P C. Gupta & Co., Chartered Accountants, Bhawanimandi, Rajasthan
(Firm Registration Number: 012215C) as Internal Auditors of the Company. M/s. R C. Gupta
& Co. have confirmed their eligibility and have granted their consent to act as
Internal Auditors of the Company.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed M/s. R. Chouhan & Associates, Company Secretaries in Practice, to undertake
the Secretarial Audit of the Company for the year under review. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer and
is annexed to this Report.
In addition to the above and pursuant to SEBI circular dated 8th
February, 2019, a report on Secretarial Compliance for the financial year 2022 - 23 has
been submitted to stock exchanges.
COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act are not applicable for the business
activities carried out by your Company.
RISK MANAGEMENT
As required under Regulation 17(9) of the Listing Regulations, 2015,
your Company has established a well-documented and robust risk management framework. The
Board of Directors of your Company have adopted the Risk Management Policy which involves
identification and prioritization of risk, categorization of risk into high, medium and
low based on the business impact and likelihood of occurrence of risks. (Risk mitigation
and control measures).
The Risk Management Committee and the Board reviews the Risk Management
Strategy of the Company to ensure effectiveness of the Risk Management Policy and
Procedures.
The Risk Management Policy has been uploaded on the Companys website
and is available at the web link: http://silinvestments.in/pdfs/Policy/
Risk%20Management%20Policy.pdf
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information with regard to conservation of energy and technology
absorption, in terms of Section 134(3)(m) of the Act is not applicable to your Company as
your Company has no manufacturing activity. Particulars with regard to Foreign Exchange
Earnings and Outgo are given in notes to financial statements.
CORPORATE GOVERNANCE
Your Company is committed to maintain highest standards of ethics and
governance, resulting in enhanced transparency for the benefit of all stakeholders. Your
Company has implemented all the stipulations enshrined in the Listing Regulations, 2015
and the requirements set out by the Securities and Exchange Board of India. The Report on
Corporate Governance forms part of this report as "Annexure - II". The requisite
Certificate from M/s. R. Chouhan & Associates, Company Secretaries in Practice,
confirming compliance with the conditions of Corporate Governance is annexed to 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 thereunder,
your Company has constituted a Corporate Social Responsibility ("CSR") Committee
to oversee the CSR activities undertaken by the Company. The details of the Committee and
its terms of reference are set out in the Corporate Governance Report forming part of the
Boards Report. Your Company has adopted a CSR Policy which provides a broad framework
with regard to implementation of CSR activities carried out by the Company in accordance
with Schedule VII of the Act. The CSR Policy may be accessed on the Companys website at
the web link; http://www.silinvestments.in/pdfs/CSRPolicy_202223.pdf
A report on CSR activities as prescribed under the Act and Rules made
thereunder is annexed herewith as "Annexure - Ill".
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for Directors and employees
to report concerns about unethical behavior, actual or suspected fraud or violation of
your Companys Code of Conduct.
A Whistle Blower Policy in terms of Regulation 22 of the Listing
Regulations, 2015, has been formulated. Protected disclosures can be made by a whistle
blower through an e-mail or dedicated telephone line or a letter to the Chairman of the
Audit Committee. Adequate safeguards are provided against victimization to those who avail
of the vigil mechanism. The Whistle Blower Policy may be accessed on the Companys website
at 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, your
Company has implemented a policy on prevention, prohibition and redressal of sexual
harassment at the workplace. This has been widely communicated internally. During the year
under 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
future operations.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a
copy of the Annual Return of the Company for the financial year ended 31st March, 2023 is
uploaded on the website of the Company and can be accessed at www.silinvestments.in
COMPLIANCE OF ACCOUNTING STANDARDS
As per requirements of Listing Regulations, 2015 and applicable
Accounting Standards, your Company has made proper disclosures in the Financial
Statements. The applicable Accounting Standards have been duly adopted pursuant to the
provisions of Sections 129 and 133 of the Act.
COMPLIANCE OF SECRETARIAL STANDARDS
Your Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India and forming part of the Act, on meetings of the
Board of Directors and General Meetings.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements based on the financial
statements received from the subsidiaries, as approved by their respective Boards have
been prepared in accordance with Indian Accounting Standard 110 (Ind AS - 110) on
Consolidated Financial Statements notified under Section 133 of the Act, read with
Companies (Accounting Standards) Rules, 2006, as applicable.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other required information
pursuant to Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company,
is 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 the
information and explanations obtained, your Directors make the following statements in
terms of Section 134(3)(c) of the Act;
a. that in preparation of the annual financial statements for the year
ended 31st March, 2023, applicable Accounting Standards have been followed alongwith
proper explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied
consistently and judgment and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31st March,
2023 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 maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from various stakeholders including financial
institutions and banks, government authorities and other business associates who have
extended their valuable support and encouragement during the year under review.
Your Directors take this opportunity to place on record their
appreciation for the committed services rendered by the employees of the Company at all
levels, who have contributed significantly towards the Companys performance and for
enhancing its inherent strength.
Your Directors also acknowledge with gratitude the encouragement and
support extended by our valued members.
|
For and on behalf of the Board |
|
(C. S. Nopany) |
| Kolkata |
Chairman |
| 10th May, 2023 |
(DIN: 00014587) |
+91-9892691696
