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SIL Investments Ltd.

BSE: 521194 | NSE: SILINV |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE923A01015 | SECTOR: Finance - Investments

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

DIRECTORS'' REPORT

To The Members of

SIL INVESTMENTS LIMITED

Your Directors are pleased to present the Eighty Fourth Annual Report on the business of your Company along with the audited financial statements for the year ended 31st March, 201 8.

FINANCIAL RESULTS

Financial Results of your Company for the year under review along with the corresponding figures of the previous year are as follows:

Highlights of Performance

• Net Income for FY 201 7-18 was Rs.l 6,895.49 lakhs as compared to Rs. 3,000.50 lakhs in FY 2016-17;

• Profit before Tax for FY 2017-18 was Rs.l 6,170.23 lakhs as compared to Rs. 2,01 5.73 lakhs in FY 201 6-1 7; and

• Profit afterTax for FY 201 7-18 was Rs.l 2,880.25 lakhs as compared to Rs.l,71 8.63 lakhs in FY 2016-17.

Financial Results

 

(Rs. in lakhs)

Particulars

Year ended Year ended 31 March,

31 March,

  2018 2017

Income from Operations & Investment (including other Income)

16,895.49

3,000.50

Less: Total expenses

711.68

970.91

Profit before exceptional item,

16,183.81

2,029.59

depreciation and tax

   

Less: Exceptional Item

-

-

Depreciation

13.58

13.86

Profit before Tax

16,170.23

2,015.73

Less: Taxation:

   

- Current

3,290.00

302.00

- Earlier Years (net)

-

1.12

- Deferred Tax (net)

-0.02

-6.02

Profit after Tax

12,880.25

1,718.63

Your Company proposes to transfer an amount of Rs.644 lakhs to General Reserves and Rs.2576 lakhs to Reserve Fund.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1 .50 per share for the year ended 31st March,

201 8, subject to approval by the shareholders'' at the forthcoming Eighty Fourth Annual General Meeting (AGM) of the Company. The total outgo on account of dividend to the shareholders will be Rs. 191.61 lakhs (inclusive of dividend distribution tax).

SUBSIDIARIES

In accordance with Section 1 36 of the Companies Act, 201 3 (the Act), 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 our website www.silinvestments.in. These documents will also be available for inspection during business hours at our registered office.

Further, pursuant to the provisions of Accounting Standard 21 (AS-21) prescribed underthe Companies (Accounting Standards) Rules 2006, the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) and as prescribed by the Securities and Exchange Board of India, consolidated financial statements presented by the Company include financial information of subsidiary companies, which forms a part of the Annual Report. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiaries in Form AOC-1 is attached to the accounts. Your Company has also formulated a policy for determining material subsidiaries, which is uploaded on the website of the Company at the web link: http://silinvestments.in/ pdfs/PolicyonDetermining Material Subsidiaries.pdf

PUBLIC DEPOSITS

Your Company has neither invited nor accepted / renewed any deposits from the public within the meaning of Section 73 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, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements. Pursuant to Regulations 34(3) and 53(f) of the Listing Regulations, 2015, the particulars of loans/advances given to the subsidiaries have also been disclosed in notes to financial statements.

CAPITAL ADEQUACY RATIO

Your Company''s 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) stood at 98.00%, which is above the regulatory minimum of 15%. Your Company''s asset size is Rs. 337.13 crore. Pursuant to the guidelines / directions issued by the Reserve Bank of India (''RBI'') as applicable to a Non-Banking Finance Company (''NBFC'') your Company every year obtains a certificate from the Statutory Auditors of the Company.

SHARE CAPITAL

The paid up Equity Share Capita as on 31st March, 2018 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 Company''s Equity Shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

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 1 25 of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is a registered NBFC with RBI since 22nd May, 2009. Since then, the Company has been operating successfully under overall superintendence, directions and regulation of the regulatory authority.

The detailed review of the operations, 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 by way of an Annexure-l to this report.

BOARD OF DIRECTORS

Your Company''s Board comprises of six Directors, four of whom are Non-executive Directors and two Executive Directors viz., a Managing Director and an Executive Director designated as Director-in-

Charge. The Non-executive Directors are eminent professionals with vast experience in the area of industry, finance and law.

DIRECTOR RETIRING BY ROTATION AND RE-APPOINTMENT AS DIRECTOR

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. C. S. Nopany 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 the Notice of the AGM. The Board of Directors of the Company commends the appointment.

INDEPENDENT DIRECTORS

All the Independent Directors of your Company have been appointed for a fixed term of 5 consecutive years from the date of their respective appointment and they are not liable to retire by rotation. All Independent Directors have declared that they meet the criteria of independence as laid down under Section 149(6) of the Act and Listing Regulations, 2015.

BOARD EFFECTIVENESS

Familiarisation Policy

Pursuant to Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize the Independent Directors about the Company. The policy is available on the website of the Company at the web link : http://silinvestments.in/pdfs/Policy/ Familiarisation%20Policy%20SIL.pdf

The Familiarization Policy of the Company seeks to familiarize 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, KMPs AND SENIOR LEADERSHIP POSITIONS AND THEIR REMUNERATION

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The policy is available on the Company''s website at the web link: http://silinvestments.in/pdfs/ RemunerationPolicy.pdf. The policy contains, inter-alia, principles governing Director''s 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 Agarwa , Director-ln-Charge;

• Mr. Lokesh Gandhi, Company Secretary & Compliance Officer; and

• Mr. Vikas Baheti, CFO.

MEETINGS OF THE BOARD

A calendar of prospective meetings is prepared and circulated in advance to the Directors. 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 arm''s length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee as 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 and the Board of Directors for their review on a quarterly basis.

Suitable disclosures as required by the Accounting Standards (AS 1 8) have been made in the notes to Financial Statements. Form No. AOC-2 is annexed to this report.

All Material Related Party Transactions, as per Regulation 23 of the Listing Regulations, 201 5, were approved at the Annual General Meeting held on 31st August, 201 7. Material Related Party Transactions proposed to be entered into will be placed before the shareholders at the ensuing AGM for their approval.

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 Company''s website and is available at the web link : http://silinvestments.in/ pdfs/Policyon Related Pa rtyTransactions.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS

Your Company''s 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 organisation''s 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 Company''s 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 interna control systems and suggests improvements, for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee also meets the Company''s Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to 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 observations of the Auditors in their Report on the financial statements of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarification.

AUDITORS STATUTORY AUDITOR

The Company''s Auditors, M/s. Jitendra K. Agarwa & Associates, Chartered Accountants, (ICAI Firm Registration Number: 318086E), were appointed as the Statutory Auditors of the Company for a period of five years commencing from the financial year 2017-18 to hold office from the conclusion of the 83rd Annual General Meeting of the Company till the conclusion of the 88th Annual General Meeting to be held in the year 2022. The Auditors have confirmed their e igibility under Section 141 of the Act and the Rules framed thereunder as Auditors of the Company. 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. The Auditors'' Report for the financial year ended 31st March, 2018 has been issued with an unmodified opinion.

INTERNAL AUDITOR

The Board of Directors upon the recommendation of the Audit Committee has on 08th May, 2018 re-appointed M/s. J. N. Khandelwal & Co., Chartered Accountants (Reg. No. 004966C) as Internal Auditors of the Company. M/s. J. N. Khandelwal & Co. 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 Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Report of the Secretarial Auditor annexed to this Report is self-explanatory and does not call for any further clarification.

RISK MANAGEMENT

As required under Regulation 1 7(9) of the Listing Regulations, 2015, the Company has established a well-documented and robust risk management framework. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are classified as strategic risks, business risks or reporting risks. Strategic risks are those which are associated with the long term interests of the Company. Reporting risks are associated with incorrect or un-timely financial and non-financial reporting.

The Risk Management Committee and the Board of Directors review the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management Procedures.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information with regard to conservation of energy and technology absorption, in terms of the Section 134(3)(m) of the Act is not applicable to the Company as the Company has no manufacturing activity. Particulars with regard to Foreign Exchange Earnings and Outgo are given in notes to accounts and form part of this Report.

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, 201 5 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 the Statutory Auditors of the Company, M/s. Jitendra K. Agarwal & Associates, Chartered Accountants, 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 1 35 of the Act and Rules made thereunder, your Company has formed a Corporate Social Responsibility (CSR) Committee to oversee the CSR activities initiated by the Company during the financial year under review. The details of the Committee and its terms of reference are set out

in the Corporate Governance Report forming part of the Board''s Report. Your Company has adopted a CSR Policy for the Company 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 Company''s website at the link: http://silinvestments.in/pdfs/CSR%20Policy.pdf. During the financial year 2017-18, your Company has spent Rs. 35 lakhs towards CSR activities. Your Company''s key objective is to make a difference to the lives of the underprivileged and is committed to CSR engagement. A report on CSR activities as prescribed under the Act and Rules made thereunder is annexed herewith as Annexure III.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigi mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company''s Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Regulation 22 of the Listing Regulations, 2015, 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 aval of the vigil mechanism.

The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website at the 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.

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.

EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 201 4, the extract of the Annual Return in Form MGT-9 for the financial year ended 31st March, 2018 is annexed herewith as Annexure IV to this Report.

COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in financial statements. The applicable Accounting Standards Rules have been duly adopted pursuant to the provisions of Sections 1 29 and 1 33 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the 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 Board of Directors have been prepared in accordance with Accounting Standard - 21 (AS-21) 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 under Annexure V, and forms part of the 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 the preparation of the annual financial statements for the year ended 31st March, 201 8, the 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, 2018 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annua financial statements have been prepared on a going concern basis;

e. that proper interna 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 deep appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company''s performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

 

For and on behalf of the Board

 

(C. S. Nopany)

Place: Kolkata

Chairman

Dated: 08th May, 2018

(DIN : 00014587)

REPORT ON CORPORATE GOVERNANCE

A. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate governance refers to a combination of laws, regulations, procedures, implicit rules and good corporate practices, which ensure that a Company meets its obligations with the objective to optimize shareholder value and fulfill its responsibilities to the community, customers, employees, government and other societal segments. SIL's philosophy is to conduct business with highest ethical standards for growth and prosperity of all the stakeholders on a sustainable basis in keeping with its corporate social responsibi ities. This philosophy is built on a rich legacy of fair, transparent and effective governance, and led by strong emphasis on human values, individual dignity and adherence to honest, ethical and professional conduct.

The Company believes that a sound governance discipline also enables the Board to direct and control the affairs of the Company in an effective manner and maximize stakeholder value, including the society at large. This is an ongoing process with the Company and we continuously endeavor to improve upon our practices in line with the changing demands of the business. SIL adopts innovative approaches for leveraging all its resources; and encourages a spirit of conversion of opportunities into achievements. SIL's Code of Conduct enabled it to reflect the diverse business, cultural and other factors that have a bearing on the health of brand 'SIL'. The Company's governance structure and systems are the foundation which provides and nurtures ramping up of healthy and sustainable growth of human resources, through empowerment and motivation. In this, your Company is guided by its Code on Corporate Governance.

Keeping in view the Company's size, reach, complexity of business and corporate tradition, the Corporate Governance framework is based on the following main principles:

• Strategic supervision by the Board of Directors which is made up of appropriate size, bouquets of experience and commitment to discharge their responsibilities;

• Timely and adequate flow of information to the Board and its Committees for meaningful and focused discussion at the meetings to enable them to discharge their fiduciary duties;

• Independent verification of Company's financial reporting from time to time and on quarterly basis;

• A sound system of interna controls within the risk management framework to mitigate perceived risk factors;

• Timely and balanced disclosure of all material information; and disclosure of all deviations, if any, to all stakeholders;

• Compliance with applicable laws, rules, regulations and guidelines; and

• Transparency and defined accountabi ity.

The Board of Directors play an active role in fulfilling its fiduciary obligation to shareholders by efficiently overseeing management functions to ensure their effectiveness in delivering shareholder value. The governance framework is made effective through an efficient system of timely disclosures and transparent business practices.

B. BOARD OF DIRECTORS

The Board of Directors which is a body formed to serve and protect the overall interest of all the stakeholders, provides and evaluates the strategic direction of the Company; formulates and reviews management policies and ensures their effectiveness. The Director-in-Charge of the Company along with the Managing Director manages the business of the Company under the overall superintendence, guidance and control of the Board, assisted by a competent team.

COMPOSITION

The Company strives to attain a balanced Board with optimum combination of Executive and Non-Executive Directors, including independent professionals, who play a crucial role in Board processes and provide independent judgment on issues of strategy and performance. The Company's Board of Directors currently comprises of six members, four of whom are Non-executive Directors and two Executive Directors i.e. one Executive Director and one Managing Director. The Non-executive Directors are eminent professionals with vast experience of industry, finance and law. The Board is headed by a Non-executive Chairman. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring best interest of stakeholders and the Company. Except the Managing Director, Executive Director and Independent Directors, all Directors are liable to retire by rotation. .

None of the Directors on the Company's Board are member of more than 10 (ten) committees and chairman of more than 5 (five) committees (being Audit Committee and Stakeholders' Relationship Committee) across all the companies in which he/she is a Director. All the Directors have made necessary disclosures regarding committee positions held by them in other companies and do not hold the office of Director in more than 10 (ten) public companies as on 31st March, 2018. The composition of the Board was in conformity with Regulation 1 7 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') as on 31st March, 2018.

DETAILS OF DIRECTORSHIPS / COMMITTEE POSITIONS HELD

The composition of the Board of Directors, No. of shares held in the Company and the number of other Directorships / Board level committee positions held by them in other Indian public companies as on 31st March, 201 8 is as follows:

Name of Director

Category of Director

No. of shares held in SIL

Number of Other Directorship in Public Companies (Other than SIL)

No. of other companies Board Committee(s)

Chairperson

Member

Mr. C. S. Nopany (DIN: 00014587)

NED

1,209

9

1

0

Mrs. Shalini Nopany (DIN: 00077299)

ED (M.D)

Nil

5

0

1

Mr. Brij Mohan Agarwal (DIN: 03101758)

ED

-do-

7

0

3

Mr. Sanjay Goenka (DIN: 00420444)

1

-do-

1

0

0

Mr. Subroto Lahiri (DIN: 01719327)

1

-do-

1

0

0

Mr. Abhrajit Dutta (DIN: 00546556)

1

-do-

1

0

0

NED - Non Executive Director, ED - Executive Director, MD - Managing Director, I - Independent Director

Notes:

1 . The Directorships held by the Directors, as mentioned above excludes alternate directorships, directorships in foreign companies, companies under Section 8 of the Companies Act, 2013 and private limited companies, which are not subsidiaries of public limited companies.

2. Board Committees represent membership / chairmanship of two committees viz. Audit Committee and Stakeholders' Relationship Committee as per Regulation 26 of Listing Regulations.

3. As on 31 ** March, 201 8, none of the Directors of the Company were related to each other, except Mr. C. S. Nopany and Mrs. Shalini Nopany who are related to each other.

BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee in consultation with the Board determines the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. The Board members are expected to possess the required qualification, integrity, expertise and experience for the position. They should also possess deep expertise and insights in sectors / areas relevant to the Company and ability to contribute to Company's growth.

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Regulation 1 6(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013 (the Act). Due to promulgation of Section 149 of the Act and Regulation 25 of the Listing Regulations which came into force from 01st December, 2015, Independent Directors can be appointed for 2 fixed terms of maximum five years each and they shall not be liable to retire by rotation. Therefore, the Company has appointed / re-appointed all the existing Independent Directors for a term of five consecutive years in compliance with the aforesaid provisions. The Company has issued formal letters of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment have been uploaded on the website of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as specified under Section 149(6) of the Act and that they are qualified to act as Independent Directors.

As required under the Act, the Independent Directors held a separate meeting to assess the functioning of the Board and to evaluate the performance of the Chairman and Executive Director.

FAMILIARISATION OF BOARD MEMBERS

As an onboarding process, all new Directors inducted on the Board are taken through a familiarization process whereby information of the Company is explained to the Director.

The provision of an appropriate induction programme for the Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company. All newly inducted Non-executive Directors on the Board are introduced to the Company's culture through appropriate orientation, presentations made by senior management to provide an overview of the Company business. They are also introduced to the organization structure, board procedures, matters reserved for Board, major risks and risk management strategy. The Independent Directors, from time to time, request the management to provide detailed understanding of the activity or process of the Company. The management provides such information to the Board from time to time.

The induction process is designed to:

a. build an understanding of SIL, its businesses and the markets and regulatory environment in which it operates;

b. provide an appreciation of the role and responsibilities of the Director;

c. fully equip Directors to perform their role on the Board effectively; and

d. develop understanding of the Company's people and its key stakeholder relationships.

The policy is available on the website of the Company at the web link: http://silinvestments.in/pdf/policy/ FamiliarisationPrograme.pdf

BOARD MEETINGS AND PROCEDURE

The Board meets at least once in every quarter, inter alia, to review the quarterly results and other items on the agenda and minimum 4 (four) pre-scheduled Board meetings are held every year. Apart from the above, additional Board meetings are convened by giving appropriate notice to address the specific needs of the Company. In case of business exigencies or urgency of matters, resolutions are passed by way of circulation.

During the year under review seven Board meetings were held on 29 th May, 201 7; 1 7th July, 201 7; 18th October, 2017; 21st November, 2017, 17th January, 2018, 12th February, 2018 and 06th March, 2018. The meetings were held as per the requirements of business and at intervals within the legally permitted limits. The necessary quorum was present in all the Board meetings. Leave of Absence was granted to the concerned Directors who could not attend the respective Board meeting. The details of attendance of Directors at the Board meetings and at the last Annual General Meeting are as under:

Name of Director

No. of Board meetings held and attended during the year

Attendance at last AGM

Held during the tenure

Attended

Mr. C. S. Nopany

7

5

No

Mrs. Shalini Nopany

7

2

No

Mr. Brij Mohan Agarwal

7

7

No

Mr. Subroto Lahiri

7

6

No

Mr. Sanjay Goenka

7

7

Yes

Mr. Abhrajit Dutta

7

6

No

BOARD SUPPORT

The Company Secretary is responsible for collation, review and distribution of all papers submitted to the Board and Committees thereof for consideration. The Company Secretary is also responsible for preparation of the agenda and convening of the Board and Committee meetings.

The Company Secretary advises / assures the Board on compliance and governance principles and ensures appropriate recording and circulation of Minutes of the meetings amongst the Directors.

INFORMATION TO THE BOARD

The internal guidelines for Board / Board Committee meetings facilitate the decision making process at the meetings of the Board / Committees in an informed and efficient manner. Board meetings are governed by a structured agenda. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. The Company Secretary in consultation with the senior management prepares the detailed agenda for the meetings.

Agenda papers and notes on agenda are circulated to the Directors, in advance, in the defined agenda format. All material information is circulated along with agenda papers for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same are tabled at the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted. Frequent and detailed deliberation on the agenda provides the strategic roadmap for the future growth of the Company.

A detailed agenda folder is sent to each Director in advance of the Board meetings, covering inter alia, the required information as enumerated in Part A of Schedule II to Regulation 1 7(7) of the Listing Regulations. As a policy, all major decisions involving allocation and deployment of funds, investments and capital expenditure, in addition to matters which statutorily require the approval of the Board are placed before the Board for its consideration and directions.

The following information, inter alia, as may be applicable and required, is provided to the Board as part of the agenda papers.

• Quarterly, half yearly and annual results of the Company;

• Minutes of the Audit and other Committees of the Board;

• Information relating to recruitment and remuneration of senior level officers just below the Board;

• Materially important legal or taxation matters;

• Status of financial obligations to and by the Company;

• Any significant development in human resources or industrial relations;

• Details of risk exposure and steps taken by management to limit or restrain the risk; and

• Compliance status with any regulatory, statutory or Listing Regulations related requirements or in relation to any shareholder services.

The Board periodically reviews compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliance, if any.

Separate Independent Directors' Meeting

As required under the Act and Listing Regulations, the Independent Directors met on 12th February, 201 8 without the presence of Executive Directors or management representatives. The Independent Directors at their meeting held on 1 2th February, 201 8, inter alia, discussed:-

• the performance of Non-independent Directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of Executive Director; and

• the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to this meeting, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

Board Evaluation / Performance

In terms of the requirements of the Act and Listing Regulations, the Board has evaluated its own performance, performance of the Directors individually as well as the evaluation of the working of its committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance.

Code of Conduct and Ethics

The Company has formulated a Code of Conduct (the Code) for the entire Board of Directors and senior management to avoid a conflict of interest. The Code is derived from three inter linked fundamental principles, namely: good corporate governance, good corporate citizenship and exemplary persona conduct. The Directors and senior management have affirmed compliance with Code for the year 201 7-2018. A declaration to this effect signed by the Director-ln-Charge is attached and forms part of this report. The Code is available on the Company's website: www.silinvestments.in. There were no material, financial and commercial transactions in which the senior management had a personal interest, leading to a potentia conflict of interest during the year under review.

Subsidiary Companies

The Company has four subsidiaries viz. RTM Investment & Trading Co. Ltd., SCM Investment & Trading Co. Ltd., RTM Properties Limited and SIL Properties Limited. During the FY 201 7-1 8, the Audit Committee reviewed the financial statements (in particular, the investments made) of each of the subsidiary companies. Minutes of the Board meetings of these subsidiary companies were regularly placed before the Board. The Board periodically reviews the statement of all significant transactions and arrangement, if any, entered into by the subsidiaries.

C. DETAILS OF REMUNERATION PAID TO DIRECTORS

The Managing Director receives salary, allowances and perquisites, while all the Non-executive Directors receive sitting fees and allowances (if applicable) and annua commission within the prescribed limits as set out in the Act.

S~L—T-N.

The Executive Director (Director-ln-Charge) of the Company was entitled for payment of remuneration by way of commission as determined by the Board of Directors of the Company from time to time. There has been no materially relevant pecuniary transaction or relationship between the Company and its Non-executive Directors during the year.

a) Remuneration paid/payable to Non-Executive Directors of the Company

The Non-executive Directors are paid sitting fees for attending each meeting of the Board of Directors and Committees thereof. They are also entitled to a fixed commission of Rs. 50,000/- per year payable proportionately to their tenure in office as Directors of the Company.

The total commission payable to all the Non-executive Directors for the financial year 201 7-1 8 will be Rs.2,00,000/- for which provision has been made in the books of accounts. The commission shall be paid after the adoption of annual accounts of the Company for the year ended 31st March, 201 8 by the shareholders at the forthcoming AGM. The commission to all the Non-executive Directors of the Company is determined after taking into account their valuable contribution and guidance in the various business initiatives and decisions at the Board level and also profitability of the Company. The details of commission payable and sitting fees (including for committee meetings) paid to the Directors during the year 201 7-201 8 is as follows:

S. No.

Name of Director

Commission (Rs.)

Sitting Fees (Rs.)

1

Mr. C. S. Nopany

50,000

62,500

2

Mr. Sanjay Goenka

50,000

97,500

3

Mr. Subroto Lahiri

50,000

65,000

4

Mr. Abhrajit Dutta

50,000

47,500

 

Total

2,00,000

2,72,500

b) Remuneration paid/payable to the Managing Director and Executive Director of the Company for the year ended 31st March, 2018, is as under:

(Amount Rs.)

S. No.

Particulars

Salary etc.

Commission

Perquisites

Retirement Benefits

Total

1

Mrs. Shalini Nopany - Managing Director

60,00,000

-

28,800

-

60,28,800

2

Mr. Brij Mohan Agarwal - Director-ln-Charge

-

50,000

-

-

50,000

D. COMMITTEES OF THE BOARD

Pursuant to Listing Regulations and provisions of the Act, the Board of Directors constituted various Committees of Directors with adequate delegation of powers to properly discharge businesses of the Company.

These committees are:

• Audit Committee;

• Stakeholders' Relationship Committee;

• Nomination and Remuneration Committee;

• Finance & Corporate Affairs Committee;

• Corporate Social Responsibility Committee;

• Assets Liabilities Committee; and

• Risk Management Committee.

The details of these Committees are as follows:

(I) AUDIT COMMITTEE COMPOSITION

The Audit Committee comprises three Independent Directors and is headed by Mr. Sanjay Goenka. The other members of the Committee are Mr. Subroto Lahiri and Mr. Abhrajit Dutta.

TERMS OF REFERENCE

The terms of reference of the Audit Committee are in conformity with Section 1 77 of the Act and Regulation 18 of the Listing Regulations.

MEETINGS AND ATTENDANCE

During the year under review six meetings of the Committee were held on 29th May, 201 7; 1 7th July, 2017; 18th October, 2017; 17th January, 2018; 12th February, 2018 and 06th March, 2018. The composition of the Committee and attendance of the members at the meetings was as follows:

Name of the Member

Status

Category

Number of Meetings Attended

Mr. Sanjay Goenka

Chairman

Independent

6

Mr. Subroto Lahiri

Member

Independent

5

Mr. Abhrajit Dutta

Member

Independent

5

The constitution of the Audit Committee meets the requirements of Section 1 77 of the Act. The Committee reviews various aspects of the internal audit control system. The requirements in respect of Regulation 1 8 of the Listing Regulations are also reviewed by the Committee.

(II) STAKEHOLDERS' RELATIONSHIP COMMITTEE COMPOSITION

The Stakeholders' Relationship Committee constituted as a mandatory committee of the Board, presently comprises of two Non-executive Directors and one Executive Director of the Company and is headed by Mr. C. S. Nopany. The other members of the Committee are Mr. Brij Mohan Agarwal and Mr. Subroto Lahiri. The Constitution of the Stakeholders' Relationship Committee meets the requirements of Section 1 78 of the Act.

TERMS OF REFERENCE

The Committee inter-alia oversees the redressal of shareholder and investor complaints / requests for transfer/transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialisation of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee keeps a close watch on the performance of Link Intime (India) Pvt. Ltd., Registrar & Share Transfer Agent of the Company. The Company Secretary, designated as the compliance Officer of the Company, acts as the ex-officio Secretary of the Committee. Besides the above, the Committee also reviews the shareholding pattern, which is submitted to the Stock Exchange. The Committee meets as often as is necessary for resolution of important matters within its mandate. There were no investor complaints pending at the end of the financial year.

MEETINGS AND ATTENDANCE

During the year under review, six meetings of the Committee were held on 1 8th April, 201 7; 7th July, 201 7; 21st September, 201 7, 6th October, 201 7; 27th November, 201 7 and 25th January, 201 8. The composition of the Committee and the attendance of the members at the meeting was as follows:

Name of the Member

Status

Category

Number of Meetings Attended

Mr. C. S. Nopany

Chairman

Non-Executive Director

2

Mr. Brij Mohan Agarwal

Member

Executive Director

6

Mr. Subroto Lahiri

Member

Independent

5

INVESTORS' COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR

During the year under review the Company received 38 complaints / letters from the shareholders which were duly attended. The average period of redressal of grievances is 7 days from the date of receipt of letters/complaints. There were no unresolved complaints as on 31st March, 201 8.

III. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of three Independent Directors, namely Mr. Sanjay Goenka, Mr. Subroto Lahiri and Mr. Abhrajit Dutta. The Committee is headed by Mr. Sanjay Goenka.

TERMS OF REFERENCE

The terms of reference of Nomination and Remuneration Committee are in conformity with Section 1 78 of the Act and Regulation 1 9 of the Listing Regulations.

MEETINGS AND ATTENDANCE

During the year under review, two meetings of the Committee were held on 29th May, 2017 and 25th July, 201 7. The composition of the Committee and attendance of the members at the meeting was as follows:

Name of the Member

Status

Category

Number of Meetings Attended

Mr. Sanjay Goenka

Chairman

Independent

2

Mr. Subroto Lahiri

Member

Independent

1

Mr. Abhrajit Dutta

Member

Independent

2

IV. FINANCE & CORPORATE AFFAIRS COMMITTEE COMPOSITION

The Finance and Corporate Affairs Committee (FCAC) presently comprises of one Executive Director and two Non-Executive Directors and is headed by Mr. C. S. Nopany, Chairman of the Board. The other members of the Committee are Mrs. Shalini Nopany and Mr. Sanjay Goenka.

TERMS OF REFERENCE

The Committee is authorised to decide upon matters relating to borrowings, inter corporate loans / deposits, investments, opening and closing of bank accounts and decide upon various matters related thereto, in terms of the powers delegated to it by the Board.

MEETINGS AND ATTENDANCE

During the year under review, eleven meetings of the Committee were held on 24th May, 201 7; 5th July, 2017; 5th September, 2017; 8th September, 2017; 20th September, 2017; 26th October, 201 7; 7th November, 201 7; 28th November, 201 7; 1 1th December, 201 7; 3rd January, 2018 and 29th March, 201 8. The composition of the Committee and attendance of the members at the meeting was as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. C. S. Nopany

Chairman

Non-Executive Director

11

Mrs. Shalini Nopany

Member

Executive Director

5

Mr. Sanjay Goenka

Member

Independent

11

This Committee is also entrusted to oversee the operations of the Treasury Division of the Company.

V CORPORATE SOCIAL RESPONSIBILITY COMMITTEE COMPOSITION

The Corporate Social Responsibility (CSR) Committee presently comprises of one Executive Director and two Non-Executive Directors and is headed by Mr. C. S. Nopany, Chairman of the Board. Other members of the Committee are Mrs. Shalini Nopany and Mr. Sanjay Goenka.

TERMS OF REFERENCE

The terms of reference of the CSR Committee includes but is not limited to the following:

• formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• recommend the amount of expenditure to be incurred on the activities referred to above; and

• monitor the Corporate Social Responsibility Policy of the Company from time to time.

MEETINGS AND ATTENDANCE

During the year under review, two meetings of the Committee were held on 29th May, 201 7 and 17th February, 2018.

The attendance of the members of the Committee at the meeting was as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. C. S. Nopany

Chairman

Non-executive Director

2

Mrs. Shalini Nopany

Member

Executive Director

0

Mr. Sanjay Goenka

Member

Independent

2

A report on CSR activities as prescribed under the Act and Rules made thereunder is annexed to the Board Report.

VI. ASSET-LIABILITY COMMITTEE: COMPOSITION

The Asset-Liability Committee comprises of Directors and senior officials of the Company. The members of the Committee are Mr. Brij Mohan Agarwal, Mr. Sanjay Goenka and Mr. Vikas Baheti.

TERMS OF REFERENCE

The Committee is empowered to analyze and periodically review returns and short term dynamic liguidity.

MEETINGS AND ATTENDANCE

During the year under review, four meetings of the Committee were held on 30th June, 201 7; 20th September, 201 7; 21st December, 201 7; and 22nd March, 201 8.

The composition of the Committee and attendance of the members at the meeting were as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. Brij Mohan Agarwal

Chairman

Executive Director

4

Mr. Sanjay Goenka

Member

Independent

4

Mr. Vikas Baheti

Member

CEO

-

VII RISK MANAGEMENT COMMITTEE COMPOSITION

The Risk Management Committee comprises of Directors and senior officials of the Company. The members of the Committee are Mr. Brij Mohan Agarwal, Mr. Subroto Lahiri and Mr. Vikas Baheti.

TERMS OF REFERENCE

The Committee is empowered to review and assess the quality, integrity and effectiveness of the risk management systems and ensure that the risk framework and strategies are effectively managed.

MEETINGS AND ATTENDANCE

During the year under review, three meetings of the Committee were held on 21st September, 201 7; 21st December, 201 7 and 22nd March, 201 8.

The composition of the Committee and attendance of the members at the meeting was as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. Brij Mohan Agarwal

Chairman

Executive Director

3

Mr. Subroto Lahiri

Member

Independent

3

Mr. Vikas Baheti

Member

CFO

-

E. COMPANY POLICIES

I. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigi mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy. All cases registered under the Whistle Blower Policy of the Company are subject to review by the Audit Committee.

The Whistle Blower Policy is available on the website of the Company: http://silinvestments.in/pdfs/ WhistleBlowerPolicy.pdf

II. REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy for selection and appointment of Directors, senior management personne and their remuneration. The policy contains, inter-alia, criteria for Directors' appointment and remuneration including determining qualifications, positive attributes, independence of a Director, etc. The policy is available on the website of the Company: http://silinvestments.in/pdfs/RemunerationPolicy.pdf

III. POLICY ON RELATED PARTY TRANSACTIONS

In line with requirement of the Act and the Listing Regulations, your Company has formulated a policy on related party transactions which is also available on the Company's website: http://silinvestments. in/pdfs/Pol icyonRelatedPartyTransactions.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

This policy specifically deals with the review and approval of material related party transactions keeping in mind the potentia or actua conflict of interest that may arise because of entering into these transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions with related parties which are of a repetitive nature and / or entered in the ordinary course of business and on an arm's length basis.

IV. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility policy is formulated in consultation with the CSR Committee and as envisaged under Section 1 35 of the Act and the Rules framed thereunder and is available on the Company's website: http://silinvestments.in/pdfs/CSR%20Policy.pdf. The CSR Policy outlines the Company's philosophy and responsibility as a corporate citizen of India and lays down the guidelines and mechanism for undertaking socially useful programmes for the welfare and sustainable development of the communities in and around the Company's area of operations and other parts of the country.

V. AAATERIAL SUBSIDIARY POLICY

In line with requirement of Regulation 46(2)(h) of the Listing Regulations, your Company has formulated a policy on materia subsidiaries which is also available on the Company's website : http://silinvestments.in/pdfs/PolicyonDeterminingMaterialSubsidiaries.pdf.

The objective of this policy is to determine material subsidiaries of the Company and to provide the governance framework for such subsidiaries.

F. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is given in a separate section in this Annual Report and forms a part of the Directors' Report.

G. DISCLOSURES

(a) Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annua 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 and the Board of Directors for their review on a quarterly basis.

Details of related party transactions are disclosed in Note No. 22.05 of the Annual Financial Statements in accordance with compliance with the Accounting Standard relating to Related Party Disclosures. Details of all such transactions are provided to the Board at the Board meetings, and the interested Directors neither participate in the discussion, nor vote on such matters.

All Material Related Party Transaction as per Regulation 23 of the Listing Regulations were approved at the Annual General Meeting held on 31st August, 2017. All proposed Material Related Party Transactions will be placed before the shareholders at the ensuing AGM for their approval.

(b) Accounting treatment in preparation of financial statements

The financial statements prepared comply with all material respects with the Accounting Standards notified under Section 1 33 and the relevant provisions of the Act and generally accepted accounting principles in India.

(c) Proceeds from public issues, rights issues, preferential issues etc.

During the year under review, no proceeds were raised by the Company from public issues, rights issue, preferentia issue, etc.

(d) Insider Trading

In order to regulate trading in securities of the Company by the Directors and designated employees, your Company has adopted a Code of Internal Procedures and Conduct (the Insider Trading Code) framed under SEBI (Prohibition of Insider Trading) Regulation, 2015 which, inter alia, prohibited the trading in shares by an 'insider' when in possession of unpublished price sensitive information.

Insider Trading Code prevents misuse of unpublished price sensitive information and it also provides for periodical disclosures and obtaining pre-clearance for trading in securities of your Company by the Directors, designated employees and connected persons of your Company.

(e) Compliance with the Mandatory Corporate Governance Requirements as prescribed under the Listing Regulations

The Board of Directors periodically review the compliance of all applicable laws. The Company is in full compliance with all the mandatory requirements of Corporate Governance as specified in Regulation 1 7 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

(f) Risk Management

As required under Regulation 17 of Listing Regulations, the Company has established a well-documented and robust risk management framework. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are classified as strategic risks, business risks or reporting risks. Strategic risks are those which are associated with the long term interests of the Company. Reporting risks are associated with incorrect or un-timely financial and non-financial reporting.

The Risk Management Committee and the Board of Directors review the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management procedures. The Board of Directors of the Company are regularly apprised on the key risk areas and a mitigation mechanism is recommended.

During the year, the Risk Management Committee has reviewed the risk assessment and minimization procedures and appropriate risk mitigation procedures commensurate to the risks has been adopted.

(g) Corporate Ethics

As a responsible corporate citizen, the Company consciously follows corporate ethics in business and corporate interactions. The Company has framed codes and policies providing guidance for carrying business in an ethical manner. Some of these policies are:

a. Code for Prevention of Insider Trading;

b. Code of Conduct;

c. Whistle Blower Policy; and

d. Code for Corporate Disclosure.

In confirmity with the recent statutory changes, the codes have been revised accordingly.

(h) Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

As per the requirement of Regulation 1 7(8) of the Listing Regulations, a certificate duly signed by CEO (Director-in-charge) and CFO of the Company, regarding the financial statements for the year ended 31st March, 201 8, was placed at the Board meeting of the Company held on 8th May, 201 8.

H. UNPAID / UNCLAIMED DIVIDENDS

As per Sections 124 and 125 of Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, shares pertaining to shareholders who have not encashed / claimed dividends for seven consecutive years from the date of declaration were required to be transferred to the demat account of the Investor Education and Protection Fund (IEPF) Authority. The shareholders whose dividend / shares are transferred to the IEPF Authority can claim their dividend / shares from the IEPF Authority.

In accordance with the new IEPF Rules, the Company had sent notice to all shareholders whose shares were due to be transferred to the IEPF Authority and published requisite advertisement in the newspaper prior to transfer of the shares pertaining to such shareholders of the Company to the demat account of the IEPF Authority.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31 ** August, 201 7 (date of last Annual General Meeting) and the list of shareholders whose shares have been transferred to the IEPF Authority on the Company's website: www.silinvestments.in.

I. SHAREHOLDER INFORMATION (i) Means of communication

In accordance with Regulation 46 of the Listing Regulations, the Company has maintained a functional website i.e. www.silinvestments.in containing information about the Company viz. the details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, etc. The contents of the said website are updated from time to time.

The quarterly and annual audited financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board. The results are normally published in Business Standard in English and Rajasthan Patrika / Dainik Bhaskar in Hindi in terms of Regulation 47 of the Listing Regulations. The results are hosted on the website of the Company: www.silinvestments.in

Further, the Company disseminates to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited wherein the equity shares of the Company are listed, all mandatory information and price sensitive / such other information which in its opinion are material and / or have a bearing on its performance / operations. For the benefit of the shareholders a separate email id has been created for shareholder correspondence viz. investor.qrievances@silinvestments.in

(ii) General Body Meetings

(a) Annual General Body Meetings of the Company

Details of the last three Annual General Meetings of the Company are as under:

AGM

Financial Year

Date

Time

Venue

Special business/s if any, passed

83rd

2016-2017

August 31 , 2017

10.30a.m.

Registered Office: Pachpahar Road Bhawanimandi (Rajasthan)

1 . Power to enter into loan/ contracts/ arrangements/ transactions/ (deemed to be related party transactions) with entities/ qualified corporate bodies within the overall limit.

2. Revision in terms of remuneration of Mrs. Shalini Nopany, Managing Director of the Company.

3. Maintenance of the Register of Members and related books at a place other than the Registered Office of the Company.

AGM

Financial Year

Date

Time

Venue

Special business/s if any, passed

82nd

2015-2016

August 27, 2016

10.30a.m.

Registered Office: Pachpahar Road Bhawanimandi (Rajasthan)

1 . Appointment of Mr. Brij Mohan Agarwal as Director.

2. Appointment of Mr. Brij Mohan Agarwal as Executive Director.

3. Power to enter into loan contracts / arrangements / transactions (deemed to be related party transactions) with the entities / qualified corporate bodies within the overall limit prescribed.

4. Appointment of Mr. Abhrajit Dutta as Independent Non-Executive Director.

81st

2014-2015

August 31 , 2015

10.30a.m.

Registered Office: Pachpahar Road Bhawanimandi (Rajasthan)

1 . Re-appointment of Mrs. Shalini Nopany as the Managing Director of the Company for a term of 5 years.

2. Payment of remuneration to non-executive directors.

3. Power to enter into loan contracts / arrangements / transactions (deemed to be related party transactions) with the entities / qualified corporate bodies within the overall limit prescribed.

(iii) General Shareholders' information

(a) 84th Annual General Meeting :

Date

3 1st August, 2018

Day

Friday

Time

10.30a.m.

Venue

At Registered Office Pachpahar Road, Bhawanimandi 326 502 (Raj.)

(b) Last date for receipt of proxies

Wednesday, 29th August, 2018 (before 10.30 a.m. at the Registered Office of the Company).

(c) Book closure

The Register of Members and Share Transfer Books of the Company shall remain closed from 25th August, 2018 to 31st August, 2018 (both days inclusive) for the purpose of Dividend and Annual General Meeting.

(iv) Details of unclaimed shares in terms of Regulation 39 of Listing Regulations

Regulation 39(4) of the Listing Regulations read with Schedule VI Manner of dealing with Unclaimed Shares, which came into effect from 1st December, 201 5, has directed companies to dematerialize such shares which have been returned as Undelivered by the postal authorities and hold these shares in an Unclaimed Suspense Account to be opened with either one of the Depositories viz. NSDLorCDSL.

All corporate benefits on such shares viz. bonus, dividends, etc. shall be credited to the unclaimed suspense account as applicable for a period of seven years and will thereafter be transferred in accordance with the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 201 6 (IEPF Rules) read with Section 124(6) of the Companies Act, 2013.

The Company has not transferred any shares in the Unclaimed Suspense account during the year under review.

(v) Tentative financial calendar:

Next financial year

1 st April, 201 8 to 31 st March, 201 9

First Quarter Results & Limited Review

mid-August, 2018

Second Quarter Results & Limited Review

mid-November, 201 8

Third Quarter Results & Limited Review

end-January, 201 9

Audited Annual Results (2018-19)

mid-May, 2019

(vi) Dividend

Payment date (tentative): 05th September, 201 8.

The Board of Directors at their meeting held on 8th May, 2018, have recommended a dividend of Rs. 1.50 per share for the year ended 31st March, 201 8, subject to shareholders' approval at the forthcoming Annual General Meeting. If approved the dividend will be paid to the shareholders on or after 05th September, 201 8 but within 30 working days from the date of Annual General Meeting. The Company will continue to use NECS / ECS or any other electronic mode for payment of dividend to the shareholders located in places where such facilities / system is in existence.

(vii) Listing on Stock Exchanges and stock codes

The names of the Stock Exchanges on which the equity shares of the Company are listed with the respective stock codes :

SI. No.

Name of the Stock Exchange

Stock Code

1.

National Stock Exchange of India Limited, Mumbai

SILINV

2.

BSE Limited, Mumbai

521194

Listing fees for the year 201 7-1 8 have been paid to the Stock Exchanges within the stipulated time.

(viii) Corporate Identification Number

Corporate Identification Number of the Company allotted by the Ministry of Corporate Affairs, Government of India is LI 7301 RJ1 934PLC002761 .

(ix) Stock Data / Market price data

High/low market price of the Company's equity share traded on stock exchanges where the shares of the Company are listed during the last financial year are as follows:

Month

BSE Limited, Mumbai

National Stock Exchange of India Limited, Mumbai

High

Low

High

Low

April, 201 7

179.95

152.30

184.90

148.15

May, 201 7

195.00

160.00

223.90

160.25

June, 2017

194.15

166.00

193.55

153.95

July, 2017

185.00

168.00

190.00

163.30

August, 201 7

175.00

156.50

183.00

156.30

September, 201 7

266.50

161.50

268.40

163.10

October, 201 7

364.80

206.30

364.70

203.55

November, 2017

453.90

309.25

455.90

301.00

December, 201 7

579.15

423.00

581.70

423.00

January, 201 8

574.00

460.00

576.00

466.00

February, 2018

505.30

400.00

506.95

390.20

March, 2018

441.40

341.45

442.00

344.00

x) Shareholding Pattern

Details of shareholding by ownership as on 31 st March, 201 8 was as under:

s.

No.

Category

No. of Folios

%of Folios

No. of Shares Held

%of Shareholding

1.

Promoters

11

0.18

66,49,369

62.75

2.

Financial Institutions, Banks and Mutual funds

11

0.18

6,059

0.06

3.

Private Corporate Bodies/Associates/ Other Bodies Corporate/HUF

252

4.09

18,84,507

17.78

4.

Indian Public/Clearing Members

5733

93.10

20,03,990

18.91

5.

Flls

0

0.00

0

0.00

6.

NRI, Foreign Nationals and OCBs / Foreign Portfolio Investors (Corporate)/

150

2.44

51,835

0.50

7.

Trust

1

0.01

100

0.00

 

TOTAL

6158

100.00

1,05,95,860

100.00

(xi) Distribution of shareholding:

The distribution of shareholding as on 31 st March, 201 8 was as follows:

S. No.

No.of Equity Shares

No.of Shareholders

% of total Shareholders

No. of Shares held

% of total shares

1.

1 to 1 00

3,937

63.93

1,58,436

1.49

2.

101 to 500

1,562

25.37

4,00,597

3.78

3.

501 to 1000

322

5.23

2,45,479

2.32

4.

1001 to 5000

271

4.40

5,62,170

5.31

5.

5001 to 10000

34

0.55

2,32,027

2.19

6.

10001 to 100000

20

0.33

5,96,888

5.63

7.

100001 to 500000

5

0.08

10,37,951

9.80

8.

500001 and above

7

0.11

73,62,312

69.48

 

TOTAL

6,158

100

1,05,95,860

100

(xn) Dematenahzation of shares and liquidity

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Limited. The Company has an agreement with National Securities Depository Ltd. and Central Depository Services (India) Ltd. for providing depository services for holding the shares in dematerialized mode. As a result, as on 31st March, 2018, 97.01% of the total equity share capital of the Company was held in dematerialized form. The Company has paid the requisite fees to all these authorities for the year 201 7-1 8.

(xiii) Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity

As on date there are no outstanding warrants or any convertible instruments. The Company has not issued GDRs/ADRs.

(xiv) Share transfer system

To expedite the transfer of shares, authority has been delegated to the Stakeholders Relationship Committee of the Board. The Committee considers requests for transfers, transmission, issue of duplicate certificates, issue of certificates on split / conso idation / renewal, etc. and the same are processed and delivered within 15 days of lodgment, if the documents are complete in all respects. In compliance with the Listing Regulations, every six months, the share transfer system is audited by a Practicing Company Secretary and a certificate to that effect is issued by him. The Secretary of the Company is also authorised to approve the transfer of shares in addition to the Stakeholders' Relationship Committee.

(xv) Address for Shareholders' Correspondence

Shareholders are requested to correspond with the Registrar and Share Transfer Agent at the below given address on all matters relating to transfers, dematerialization of shares, payment of dividend and any other query relating to the equity shares of the Company.

(xvi) Registrar and Transfer Agent

The Company has appointed Link Intime India Private Limited, as Registrar & Share Transfer Agent (RTA) of the Company from 01st April, 2016 for handling share registry (physical and electronic modes). Accordingly, all correspondence, request for transfer, transmission, demat / remat and other communication in relation thereto should be mailed/hand delivered to the said RTA directly at the following address:

Link Intime India Pvt. Ltd.

C-101,lst Floor, 247 Park, Lai Bahadur Shastri Marg,

Vikhroli (West), Mumbai 400083.

Tel: 022-49186270/49186000 Fax: 022-49186060

Email Id: rnt.helpdesk@linkintime.co.in

(xvii) Compliance Officer :

Mr. Lokesh Gandhi

Company Secretary & Compliance Officer

seated at Mumbai office at:

601, 6th Floor, E Wing, Lotus Corporate Park, 1 85/A, Graham Firth Steel Compound, Off: Western Express Highway, Goregoan (East), Mumbai 400063

Tel : 022-4219 8800 / 4219 8834 Fax: 022-42198830/31

E-mail ID: lokeshgandhi@silinvestments.in

(xviii) Investor Relations:

In order to facilitate investor servicing, the Company has designated an e-mail id -investor.grievances@silinvestments.in mainly for registering complaints by investors.

J. COMPLIANCE

(i) Statutory Compliance, Penalties and Strictures

The Company has continued to comply with the requirements of the Stock Exchanges, SEBI, RBI and other statutory authorities on all the relevant matters during the last three years. There were no cases of penalties or strictures imposed on the Company by any Stock Exchange, SEBI, RBI or any other statutory authorities for any violation related to the capital market / any other related matter or relating to conditions of licensing by the RBI, during the last three years, except as under:

s^o~\

s.

No.

NATURE OF LITIGATION (EXAMPLE CIVIL, CRIMINAL, TAX, ETC)

NAME OF PARTIES

FORUM FACTS

AMOUNT INVOLVED

REMARKS

1.

Non-Compliance observed in CG Report submitted under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Against the Company by National Stock Exchanges of India Limited (NSE).

N.A. A Notice dated 18.07.2016 was received by the Company on 18.07.201 6 from NSE that the company has not complied with following criteria(s):-

(1) Composition of Committees- Audit Committee (Regulation 18),

(2) Composition of Committees- Nomination and Remuneration Committee (Regulation 19). Subsequently company appointed one more member - Mr. Abhrajit Duttaw.e.f 02/08/2016 on the Audit Committee and Nomination and Remuneration Committee making the membership compliance with Regulation 18 & 19 of SEBI (Listing Obligations And Disclosure Requirements), Regulation 2015.

Nil

 

(ii) Listing Regulations Compliance

The Company complies with all the mandatory requirements of the Listing Regulations.

(iii) Audit Qualification

The Company is in the regime of unqualified financial statement.

(iv) Training of Board Members

The Board members are provided with necessary documents / brochures and reports to enable them to familiarise with the Company's procedures and practices.

Periodic presentations are made at the Board and Committee meetings, on business, strategy and performance updates of the Company.

(v) Compliance with Discretionary Requirements

Adoption of discretionary requirements of the Listing Regulations is being reviewed by the Company from time to time.

(vi) Certificate on Corporate Governance

The Company has obtained a Certificate from its Statutory Auditors regarding compliance of the conditions of Corporate Governance, as stipulated in Regulation 34(3) read with Part E of Schedule V of the Listing Regulations, which together with this Report on Corporate Governance is annexed to the Director's Report and shall be sent to all the shareholders of the Company and the Stock Exchanges along with the Annual Report of the Company.

(vii) Auditors'Certificate on Compliance with Prudential Norms under Non-Banking Finance (Non-Deposit Accepting) Directions, 2007

The Company obtains every year a Certificate from its Statutory Auditors about the adequacy of the Net Owned Fund and the compliance with the prudentia norms as applicable to non-deposit taking

NBFCs and that the Company is not accepting nor holding public deposits under Non-Banking Finance (Non-Deposit Accepting) Directions, 2007.

(viii) Disclosure under Regulation 30 of the Listing Regulations regarding certain agreements with the media companies

Pursuant to the requirement of Regulation 30 of the Listing Regulations, the Company would ike to inform that no agreement(s) have been entered into with media companies and / or their associates which has resulted in / will result in any kind of shareholding in the Company and consequently any other related disclosures viz. details of nominee(s) of the media companies on the Board of the Company, any management control or potential conflict of interest arising out of such agreements, etc. are not applicable. The Company has not entered into any other back to back treaties /contracts/ agreements / MoUs or similar instruments with media companies and/or their associates.

I. INVESTOR SAFEGUARDS AND OTHER INFORMATION (i) Dematerialization of Shares

Shareholders are requested to convert their physical holdings to demat / electronic form through any of the registered Depository Participants (DPs) to avoid the hassles involved in dealing in physical shares such as possibility of loss, mutilation, etc. and also to ensure safe and speedy transaction in respect of the shares held.

(ii) National Electronic Clearing Services (NESC)/Electronic Clearing Services (ECS) mandate

NECS / ECS facility ensures timely remittance of dividend without possible loss/delay in postal transit. Shareholders holding shares in electronic form may register their NECS / ECS details with the respective DPs and shareholders holding shares in physical form may register their NECS / ECS details with Registrar and Share Transfer Agents to receive dividends, if declared, via the NECS / ECS mode.

(iii) Timely Encashment of Dividends

In respect of the shareholders who have either not opted for NECS / ECS mandate or do not have such a facility with their banker, are requested to encash dividends promptly to avoid the inconvenience of writing to Company's Share Transfer Agent thereafter for revalidation of dividend warrants.

(iv) Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

Under the Act, dividends which remain unclaimed for a period of seven consecutive years are required to be transferred to Investor Education and Protection Fund (IEPF) administered by the Central Government. Dates of declaration of dividends since 201 0-201 1 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the table below:

Financial Year Ended

Date of Declaration of Dividend

Amount remaining unclaimed / unpaid as on 31. 03.201 8 (Rs.)

Last date for claiming unpaid Dividend amount (on or before)

Last date for transfer to IEPF

31.03.2011

06.08.2011

245628.00

12.09.2018

12.10.2018

31.03.2012

11.08.2012

314706.25

17.09.2019

17.10.2019

31.03.2013

10.08.2013

262577.50

16.09.2020

16.10.2020

31.03.2014

23.08.2014

439821.25

29.09.2021

29.10.2021

31.03.2015

31.08.2015

292136.25

07.10.2022

06.11.2022

31.03.2016

27.08.2016

240723.75

03.10.2023

02.11.2023

31.03.2017

31.08.2017

236491.50

07.10.2024

06.11.2024

Members are once again requested to utilize this opportunity and get in touch with Company's Registrar and Share Transfer Agent - Link Intime India Pvt. Ltd. at communication address for encashing the unclaimed dividends standing to the credit of their account.

Members are further requested to note that after completion of 7 years, applications will have to be made to the IEPF authority for claiming the dividend not claimed and no claims shall lie against the Company for the amounts of dividend so transferred to the IEPF authority.

(v) Update Address/Bank Details

To receive all communications/corporate actions promptly, shareholders holding shares in dematerialized form are requested to please update their address/bank details with the respective DPs and in case of physical shares, the updated details have to be intimated to the Registrar and Share Transfer Agent.

(vi) Consolidate Multiple Holdings (in respect of physical holdings)

Members are requested to consolidate their shareholdings held under multiple folios to eliminate receipt of multiple communications and this would ensure that future correspondence / corporate benefits could be sent to a conso idated folio.

(vii) Registered email address

The Ministry of Corporate Affairs has taken steps to encourage a 'Green Initiative in Corporate Governance' by issuing various circulars whereby companies are permitted to send Notice / documents including Annual Report in electronic mode (hereinafter 'documents'), provided the Company has obtained email address of its members for sending these documents through email by giving an advance opportunity to every shareholder to register their emai addresses and changes therein from time to time with the Company.

Accordingly, shareholders holding shares in physical form are requested to register their emai addresses and changes therein from time to time, by directly sending the relevant emai addresses along with the details such as name, address, folio no., no. of shares held to the Registrar and Share Transfer Agents, Link Intime India Pvt. Ltd.

In respect of shares held in electronic form, the email address along with DP ID/Client ID and other shareholder details as mentioned above, should be registered by the shareholders with their respective Depository Participants. Upon registration of the email address, the Company proposes to send notices and documents, in electronic form to such shareholders.

(viii) Addresses for Investor correspondence:

SIL Investments Limited Pachpahar Road, Bhawanimandi-326 502 (Rajasthan).

Telephones: 07433-222082 Fax: 07433-222916

E-mail Id: lokeshgandhi@silinvestments.in; and investor.grievances@siI investments.in

Registrar and Share Transfer Agent:

M/s. Link Intime India Pvt. Ltd.

C-101, 1st Floor, 247 Park, Lai Bahadur Shastri Marg, Vikhroli (West),

Mumbai 400083.

Tel. 022-49186270/ 49186000 Fax: 022-49186060

Email Id: rnt.helpdesk@linkintime.co.in

DECLARATION OF COMPLIANCE OF THE COMPANY'S CODE OF CONDUCT

To:

SIL Investments Limited Pachpahar Road Bhawanimandi-326 502 (Rajasthan)

The Company has framed a specific Code of Conduct for the members of the Board and the Senior Management Personnel of the Company pursuant to Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 with Stock Exchanges to further strengthen corporate governance practices in the Company.

All the members of the Board and Senior Management Personnel of the Company have affirmed due observance of the said Code of Conduct in so far as it is applicable to them and there is no non-compliance thereof during the year ended 31st March, 201 8.

 

Brij Mohan Agarwal

Place: Kolkata

Director- In- Charge

Dated: 25.04.2018

(DIN: 03101758)

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of SIL Investments Limited

We have examined the compliance of conditions of Corporate Governance by SIL Investments Limited ('the Company'), for the year ended March 31, 2018 as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') as referred to Regulation 15(2) of the Listing Regulations.

The compliance of conditions of Corporate Governance is the responsibi ity of the Management. Our examination was carried out in accordance with the Guidance Note on Certificate of Corporate Governance, issued by the Institute of Chartered Accountants of India and limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied in all material respect with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

 

For Jitendra K. Agarwal & Associates

 

Chartered Accountants

 

Firm Reg. No. 318086E

 

Kuldeep Maloo

Place: Kolkata

Partner

Date: 08.05.2018

Membership No. 515708

Date: 02.05.2018 To

The Board of Directors SIL Investments Limited Bhawanimandi-326 502 (Raj)

CERTIFICATE

[As required under Regulation 1 7(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We hereby certify to the Board that:

a. We have reviewed the financial statements and the cash flow statement for the financial year ended 31 st March, 201 8 and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illega or violative of the Company's Code of Conduct.

c. We accept responsibility for establishing and maintaining interna controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or proposed to be taken to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

i. significant changes, if any, in internal control over financial reporting during the year;

ii. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

For SIL Investments Limited

For SIL Investments Limited

Sd/-Brij Mohan Agarwal

Sd/-Vikas Baheti

(Director-in -Charge)

(Chief Financial Officer)

(DIN: 03101758)

(PAN: ALUPB2706M)

ANNEXURE III TO THE DIRECTORS' REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2017-18

1. A brief outline of the Company's CSR policy, including overview of projects or programme proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programme -

The Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 201 3 and the same is placed on the website of the Company and the web link for the same is http://silinvestments. in/pdfs/CSR%20Policy.pdf

2. The composition of the CSR Committee: (i) Mr. C. S. Nopany Chairman (ii) Mrs. Shalini Nopany Member (iii) Mr. Sanjay Goenka Member

3. Average net profit of the Company for the last three financial years: Rs. 1 663.42 lakhs.

4. Prescribed CSR Expenditure (2 percent of the amount as in item 3 above): Rs. 33.27 lakhs.

5. Details of CSR spend during the financial year.

(a) Total amount to be spent for the financial year: Rs. 33.27 lakhs.

(b) Total amount spent during the financial year: Rs. 35.00 lakhs.

(c) Amount unspent, if any: Nil.

(d) Manner in which the amount spent during the financial year is detailed below.

(Rs. in lakhs)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sr. No.

CSR project or activity identified

Sector in which the Project is covered

Projects or programs

(1) Local Area or other

(2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project programs wise

Amount spent on the projects or programs Sub-subheads

(1) Direct expenditure on projects or programs

(2) Overheads

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

1.

Education Initiative

Promoting education, incl. Sp. education and employment enhancing vocation skills especially among children, women, elderly, differently abled and livelihood enhancement projects.

Promotion of education activities

Ranchi, Jharkhand

 

35.00

35.00

Direct

6. In case the Company has failed to spend the two percent, of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Reasons for amount unspent: Not applicable.

7. Responsibility Statement of the CSR Committee:

The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company.

Sd/-Mr. C. S. Nopany

Sd/-Mrs. Shalini Nopany

(DIN: 00014587)

(DIN: 00077299)

Chairman CSR Committee

Managing Director

ANNEXURE-IVTO THE DIRECTORS' REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 201 3 and rule 1 2(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)

CIN:

L17301RJ1934PLC002761

ii)

Registration Date:

22/11/1934

iii)

Name of the Company:

SIL Investments Limited

iv)

Category / Sub-Category of the Company:

Company limited by shares / Indian Non-Government Company

v)

Address of the Registered office and contact details:

Pachpahar Road, Bhawanimandi, Rajasthan - 326 502, India Tel: 07433-222082 Fax: 07433-222916

Email: investor.grievances@silinvestments.in; Website: www.silinvestments.in

vi)

Whether listed company Yes / No:

Yes

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any -

Link Intime India Pvt. Ltd. C- 101, 24 7 Park, Lai Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083. Tel: 22 - 491 8 6000; Fax: 022-491 86060 Email: rnt.helpdesk@linkintime.co.in Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 1 0 % or more of the total turnover of the company shall be stated:-

SI. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1

Commercial Finance and Investments

64990

99.84

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.

Name and Address of the company

CIN/GLN

Holding/ Subsidiary/ Associate

%of shares held

Applicable Section

1

RTM Investment & Trading Co. Ltd.

U65993WB1 987PLC041 842

Subsidiary Company

84.79

2(87)

2

SCM Investment & Trading Co. Ltd.

U67120WB1986PLC041678

Subsidiary Company

80.52

2(87)

3

SIL Properties Ltd.

U45400WB1995PLC098911

Subsidiary Company

23.53

2(87)

4

RTM Properties Ltd.

LJ701 09WB1 994PLC065782

Subsidiary Company

23.53

2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Shareholding:

SI. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

A

Promoters

                 

1)

Indian

                 

a

Individuals/ HUF

1209

0

1209

0.01

1209

0

1209

0.01

0.00

b

Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

c

State Govt.(s)

0

0

0

0.00

0

0

0

0.00

0.00

d

Bodies Corporate

6648160

0

6648160

62.74

6648160

0

6648160

62.74

0.00

e

Banks/ Fl

0

0

0

0.00

0

0

0

0.00

0.00

f

Any other (specify)

0

0

0

0.00

0

0

0

0.00

0.00

 

i. Trusts

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (A) (1)

6649369

0

6649369

62.75

6649369

0

6649369

62.75

0.00

2)

Foreign

0

0

0

0.00

0

0

0

0

0.00

a

NRI Individuals

0

0

0

0.00

0

0

0

0

0.00

b

Other Individuals

0

0

0

0.00

0

0

0

0

0.00

C

Bodies Corporate

0

0

0

0.00

0

0

0

0

0.00

d

Banks/ Fl

0

0

0

0.00

0

0

0

0

0.00

e

Any other (specify)

0

0

0

0.00

0

0

0

0

0.00

 

Sub-Total (A) (2)

0

0

0

0.00

0

0

0

0

0.00

Total holding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

6649369

0

6649369

62.75

6649369

0

6649369

62.75

0.00

B

Public Shareholding

                 

1)

Institutions

                 

a

Mutual Funds/ UTI

0

0

0

0.00

0

0

0

0.00

0.00

b

Banks/ Fl

2252

3807

6059

0.06

2252

3807

6059

0.06

0.00

c

Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

d

State Govt.(s)

0

0

0

0.00

0

0

0

0.00

0.00

e

Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f

Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g

Flls/FPI

0

0

0

0.00

5855

0

5855

0.05

0.05

h

Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i

Others (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (B)(l)

2252

3807

6059

0.06

8107

3807

11914

0.11

0.05

2)

Non-Institutions

                 

a

Bodies Corporates

                 
 

i. Indian

1683808

114309

1798117

16.97

1676551

114309

1790860

16.90

-0.07

 

ii. Overseas

0

0

0

0

0

0

0

0

0

b

Individuals

                 
 

i. Individual Shareholders holding nominal share capital upto Rs. 1 lakh

883621

201545

1085166

10.24

1151174

194778

1345952

12.70

2.46

 

ii. Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

928004

0

928004

8.76

624088

0

624088

5.88

-2.88

SI. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

C

Others (specify)

                 
 

i. Non-Resident Indian

11694

3542

15236

0.14

37195

3542

40737

0.37

0.23

 

ii.Overseas corporate Bodies

0

0

0

0.00

0

0

0

0.00

0.00

 

iii. Foreign Nationals

0

0

0

0.00

5243

0

5243

0.05

0.05

 

iv. Hindu Undivided Family

98280

0

98280

0.93

93647

0

93647

0.88

-0.05

 

v. Clearing Member

15529

0

15529

0.15

33950

0

33950

0.32

0.17

 

vi. Trust

100

0

100

0.00

100

0

100

0.00

0.00

 

vii. Foreign Bodies

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (B) (2)

3621036

319396

3940432

37.19

3621948

312629

3934577

37.13

-0.06

Total Public Shareholding

(B)= (B)(l) + (B)(2)

3623288

323203

3946491

37.25

3630055

316436

3946491

37.25

0.00

C

Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C)

10272657

323203

10595860

100.00

10279424

316436

10595860

100.00

0.00

(ii) Shareholding of Promoters

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year

No. of Shares

%of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

%of total Shares of the company

%of Shares Pledged / encumbered to total shares

1

Uttar Pradesh Trading Co. Ltd.

20,19,339

19.06

-

20,19,339

19.06

-

-

2

New India Retailing and Investment Ltd.

11,56,550

10.91

-

11,56,550

10.91

-

-

3

Hargaon Investment & Trading Co. Ltd.

11,40,931

10.77

-

11,40,931

10.77

-

-

4

Yashovardhan Investment & Trading Co. Ltd.

9,91,224

9.35

-

9,91,224

9.35

-

-

5

Ronson Traders Limited

6,48,249

6.12

-

6,48,249

6.12

-

-

6

OSM Investment & Trading Co. Ltd.

4,17,421

3.94

-

4,17,421

3.94

-

-

7

Champaran Marketing Co. Ltd.

1,99,773

1.89

-

1,99,773

1.89

-

-

8

Sidh Enterprises Ltd.

55,1 16

0.52

-

55,116

0.52

-

-

9

Sonali Commercial Ltd.

18,957

0.18

-

18,957

0.18

-

-

10

Chandra Shekar Nopany

1209

0.01

-

1209

0.01

-

-

11

Uttam Commercial Ltd.

600

0.01

-

600

0.01

-

-

 

Total

66,49,369

62.75

-

66,49,369

62.75

-

-

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

SI. No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

 

There was no change in the promoters shareholding during the financial year 201 7-18

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

SI. No.

For Each of the Top 1 0 Shareholders

Shareholding at the beginning of the year

Change in Shareholding

Shareholding at the end of the year

(No. of shares)

% of total shares of the company

Bought during the year

Sold during the year

No. of shares

% of total shares of the company

1

Birla Institute of Technology and Science

7,52,439

7.10

-

-

7,52,439

7.10

2

Earthstone Holding (Two) Private Limited

6,53,580

6.17

-

-

6,53,580

6.17

3

Navjeewan Medical Institute

1,90,461

1.80

-

-

1,90,461

1.80

4

Vinodchandra Mansukhlal Parekh

1,15,987

1.09

-

-

1,15,987

1.09

5

PIC Realcon Ltd.

1,14,309

1.08

-

-

1,14,309

1.08

6

VivekVasudev Naik

32,121

0.30

68,024

21,609

78,536

0.74

7

Sachin Suresh Dhoot

37,800

0.35

43,243

20,866

60,177

0.56

8

Sanjeev Vinodchandra Parekh

52,747

0.50

-

-

52,747

0.50

9

Jitendra Mansukhlal Parekh

42,783

0.40

-

-

42,783

0.40

10

Pranav Kumarpal Parekh

41,681

0.39

-

-

41,681

0.39

11

Ashok Kumar Jain

2,52,601

2.38

7,967

2,42,940

1 7,628

0.16

12

Leena Vivek Naik

70,022

0.66

-

70,022

Nil

Nil

Note: The above information is based on the weekly beneficiary position received from Depositories. (v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

For each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1.

Mr. C. S. Nopany

       

At the beginning of the year

1,209

0.01

1,209

0.01

(Increase/ Decrease) during the Year

0

0

1,209

0.01

At the end of the year

1,209

0.01

1,209

0.01

2.

Other Directors and KMPs hold NIL shares in the Company

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

(Rs. in lakhs)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

       

i) Principal Amount

7,210.00

-

-

7,210.00

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

3.88

-

-

3.88

Total (i + ii + iii)

7,213.88

-

-

7,213.88

Change in Indebtedness during the financial year

 

-

-

 

• Addition

-

-

-

-

• Reduction

7,210.00

-

-

7,210.00

• Interest accrued paid

3.88

-

-

3.88

Net Change

7,213.88

-

-

7,213.88

Indebtedness at the end of the financial year

 

-

-

 

i) Principal Amount

Nil

-

-

Nil

ii) Interest due but not paid

Nil

-

-

Nil

iii) Interest accrued but not due

Nil

-

-

Nil

Total (i + ii + iii)

Nil

-

-

Nil

VI. REMUNERATION OF DIRECTORS AND KEY AAANAGERIAL PERSONNEL

A. Remuneration to Manaqinq Director, Whole-time Directors and/or Manager:

SI. No.

Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount (in Rs.)

Mrs. Shalini Nopany Managing Director

Mr. Brij Mohan Agarwal Executive Director (Director- In-Charge)

1.

Gross salary

60,00,000

-

60,00,000

 

(a) Salary as per provisions contained in Section 1 7(1) of the Income-tax Act, 1961

-

-

 
 

(b) Value of perquisites under Section 1 7(2) of the Income-tax Act, 1961

28,800

-

28,800

 

(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961

-

-

-

2.

Stock Option

-

-

-

3.

Sweat Equity

-

-

-

4.

Commission

-

50,000

50,000

 

- as % of profit

-

-

-

 

- others, specify...

-

-

-

5.

Others, please specify

-

-

-

 

Total (A)

60,28,800

50,000

60,78,800

 

Ceiling as per the Act

1 0% of the Net profits of the Company

B. Remuneration to other directors:

SI. No

Particulars of Remuneration

Name of Directors

Total Amount (in Rs.)

Mr. C. S. Nopany

Mr. Subroto Lahiri

Mr. Sanjay Goenka

Mr. Abhrajit Dutta

1.

Independent Directors

         

Fee for attend ing board /committee meetings

-

65,000

97,500

47,500

2,10,000

Commission

-

50,000

50,000

50,000

1,50,000

Others, please specify

-

       

Total(l)

-

1,15,000

1 ,47,500

97,500

3,60,000

2.

Other Non-Executive Directors

         

Fee for attending board /committee meetings

62,500

-

-

-

62,500

Commission

50,000

-

-

-

50,000

Others, please specify

-

-

-

-

-

Total (2)

1,12,500

-

-

-

1,12,500

 

Total(B) = (1+2)

1,12,500

1,15,000

1 ,47,500

97,500

4,72,500

 

Total Managerial Remuneration (A+B)

-

-

-

-

65,51,300

 

Overall Ceiling as per the Act

1 1 % of the Net profits of the Company

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SI. No.

Particulars of Remuneration

Key Managerial Personnel

Mr. Lokesh Gandhi Company Secretary

Mr. Vikas Baheti C.F.O.

Total Amount (in Rs.)

1.

Gross salary

-

-

-

(a) Salary as per provisions contained in Section 1 7(1 ) of the Income-tax Act, 1961

15,25,440

8,23,200

23,48,640

(b) Value of perquisites under section 17(2) of the Income-tax Act, 1961

-

70,761

70,761

(c) Profits in lieu of salary under Section 1 7(3) of the Income-tax Act, 1961

-

-

-

2.

Stock Option

-

-

-

3.

Sweat Equity

-

-

-

4.

Commission

     

- as % of profit

     

- others, specify...

-

-

-

5.

Others, please specify

-

-

-

 

Total

15,25,440

8,93,961

24,19,401

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

During the year 201 7-1 8, there were no penalties / punishment / compounding of offences under the Companies Act, 201 3.

 

ANNEXURE- V TO THE DIRECTORS' REPORT

PARTICULARS OF EMPLOYEES

A. 1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 201 7-1 8, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 201 7-1 8 are as under :

Sr. No.

Name of Director / KMP

Remuneration of Director/ KMP for FY 2017-18 (Rs. in lakhs)

Designation

Percentage increase in Remuneration

Ratio of Remuneration of each Director to median remuneration of employees

1.

Mr. C. S. Nopany

0.50

Non-Executive Director

0

0.03

2.

Mrs. Shalini Nopany

60.29

Executive Director (M.D.)

56.43

3.95

3.

Mr. Brij Mohan Agarwal

0.50

Executive Director

0

0.03

4.

Mr. Sanjay Goenka

0.50

Non-Executive Independent Director

0

0.03

5.

Mr. Subroto Lahiri

0.50

Non-Executive Independent Director

0

0.03

6.

Mr. Abhrajit Dutta

0.50

Non-Executive Independent Director

51.52

0.03

7.

Mr. Lokesh Gandhi

15.25

Company Secretary and Compliance Officer

13.72

1.00

8.

Mr. Vikas Baheti

8.94

Chief Financial Officer

116.46

0.59

2. In the financial year, there was an increase of 1 3.72% in the median remuneration of employees;

3. There were Four permanent employees on the rolls of Company as on March 31, 201 8;

4. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was Not applicable whereas the increase in the managerial remuneration for the same financial year was 50.1 9%.

5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Notes:

i. The remuneration of Non-Executive Directors is exclusive of sitting fees.

B. Information pursuant to Section 1 97(12) of the Companies Act, 2013 read with the Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(1) Top 10 employees in terms of remuneration drawn during the year

Sr. No.

Employee Name

Designation

Remuneration in fiscal 2018 (Rs. in lakhs)

1.

Mrs. Shalini Nopany

Executive Director (M.D.)

60.29

2.

Mr. Lokesh Gandhi

Company Secretary and Compliance Officer

15.25

3.

Mr. Vikas Baheti

Chief Financial Officer

8.94

4.

Mr. Brij Mohan Agarwal

Director- In- Charge

0.50

(2) During the year 2017-18, no employee was in the receipt of remuneration as is required to be disclosed under Section 197 of Companies Act, 2013 read with Rule 5(2)(i) & (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures:

Part A: Subsidiaries:

(Rs. in lakhs)

Sr. No

Name of the Subsidiary

RTM Investment & Trading Co. Ltd.

SCM Investment & Trading Co. Ltd.

SIL Properties Ltd.

RTM Properties Ltd.

1

Reporting Period

2017-18

2017-18

2017-18

2017-18

2

Reporting currency

INR

INR

INR

INR

3

Exchange Rate

-

-

-

-

4

Share Capital

2,301.68

1,925.92

840.90

840.90

5

Reserves and Surplus

1,932.07

2,722.82

-195.06

-167.50

6

Total Assets

8,063.74

6,677.77

758.18

759.54

7

Total Liabilities

3,829.99

2,029.03

112.34

86.13

8

Investments

3,526.34

3,910.97

34.82

43.67

9

Turnover

678.87

306.09

44.41

44.37

10

Profit & Loss before Taxation

664.91

295.89

-28.68

-21.93

11

Provision for Taxation

136.94

51.00

7.36

7.39

12

Profit & Loss after Taxation

527.98

244.89

-36.04

-29.32

13

Proposed Dividend

NIL

NIL

NIL

NIL

14

% of Shareholding

84.79%

80.52%

23.53%

23.53%

Notes :

1 . RTM Investment & Trading Co. Ltd. and SCM Investment & Trading Co. Ltd. are the subsidiaries of the Company.

2. SIL Properties Ltd. and RTM Properties Ltd. are the step-down subsidiaries of the Company.

Part B: Associates and Joint Ventures:

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint

Ventures -

The Company does not have any Associates and Joint Ventures Company.

 

For and on behalf of Board of Directors of SIL Investments Limited

 

Brij Mohan Agarwal

Director- In -Charge DIN: 03101758

C. S. Nopany

Chairman DIN: 00014587

Shalini Nopany

Managing Director DIN: 00077299

Place : Kolkata

Vikas Baheti

Lokesh Gandhi

Dated: 08th May, 2018

Chief Financial Officer

Company Secretary & Compliance Officer

 

PAN: ALUPB2706M

Membership No. F9053

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 1 34 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto :

1. Details of contracts or arrangements or transactions not at arm's length basis:-

The Company has not entered into any transaction which is not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:-

Name of the Party with which the Contract is entered into

Principal terms and conditions

Date of approval

Amount paid as advance

Tenor Amount Rate (Rs. in inter lakhs)

of est

(a) sale, purchase or supply of any goods or materials

Ni

 

(b) selling or otherwise disposing of, or buying of property of any kind

Nil

(c) leasing of property of any kind

Ni

 

(d) availing or rendering of any services

Nil

(e) appointment of any agent for purchase or sale of goods, materials, services or property

Ni

 

(f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company

Ni

 

(g) Underwriting the subscription of any securities or derivatives thereof, of the company.

Nil

(h) Loans:-i) To Subsidiaries ii) To Other Entities

The transactions are not covered under Section 188(1) of the Companies Act, 2013. Appropriate approvals have been taken for related party transactions. The same have also been disclosed and dealt with appropriately as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st AAARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 201 3 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 201 4]

To,

The Members,

SIL Investments Limited

CIN: L17301RJ1934PLC002761 Pachpahar Road, Bhawanimandi, Jhalawar, Rajasthan.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SIL Investments Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st AAARCH, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by SIL Investments Limited (the Company) for the financial year ended on 31st MARCH, 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1 996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1 992 ('SEBI Act') to the extent applicable to the company:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 : [not applicable during audit period]

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1 999/Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (effective 28th October 201 4) [not applicable during audit period]

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [not applicable during audit period]

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1 993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (De isting of Equity Shares) Regulations 2009 [not applicable during audit period]

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1 998 [not applicable during audit period]

(vi) The following Other Laws as applicable to the company:

a) Non Banking Finance (Non-Deposit Accepting) Directions, 2007.

b) RBI Act, 1 934 and modifications thereof.

c) Income Tax Act, 1 961 .

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned in the above subject to the following observations:

1 . In respect of Secretarial Standards (SS-1) issued by ICSI, the company has followed the same, however in my opinion there is scope for improvement.

2. In respect of the Listing and Obligation Disclosure Regulation 2015, the company has complied the same, but some additional improvement required for timely disclosure of the information on the Web site.

I further report that

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• The company maintains all the registers as required under the Act, however there are some additional improvement requirements in the registers. I am informed that the Registers maintenance system is being upgraded to ensure fullest compliance.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent with proper time gap in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

• The Company has obtained all necessary approvals under the various provisions of the Act, where required and applicable; and

• As informed by the management, there was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

• The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

• The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1 956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

• I further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

• The Company has complied with the requirements under the Equity Listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with BSE Limited, National Stock Exchange of India Limited.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report during the audit period, there were no instances of:

a) Public / Right / Preferential issue of shares / debentures / sweat equity or any other securities.

b) Redemption / buy-back of securities.

c) Major decisions taken by the members in pursuance to Section 1 80 of the Companies Act, 201 3

d) Merger/ amalgamation / reconstruction etc.

e) Foreign technical collaborations.

 

For R. CHOUHAN & ASSOCIATES

 

RAJENDRACHOUHAN - PROPREITOR COMPANY SECRETARY IN PRACTISE

 

PCS No. 5118

 

C P No.: 3726

Place: JAIPUR

 

Date: 05.05.2018

 

To,

The Members,

SIL Investments Limited

CIN: L17301RJ1934PLC002761 Pachpahar Road, Bhawanimandi, Jhalawar, Rajasthan.

My report of even date is to be read along with this letter:-

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express as opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For R. CHOUHAN & ASSOCIATES

 

RAJENDRA CHOUHAN - PROPREITOR COMPANY SECRETARY IN PRACTISE

 

PCS No. 5118

Place: JAIPUR

C P No.: 3726

Date: 05.05.2018

  

 

REPORT ON CORPORATE GOVERNANCE

A. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate governance refers to a combination of laws, regulations, procedures, implicit rules and good corporate practices, which ensure that a Company meets its obligations with the objective to optimize shareholder value and fulfill its responsibilities to the community, customers, employees, government and other societal segments. SIL's philosophy is to conduct business with highest ethical standards for growth and prosperity of all the stakeholders on a sustainable basis in keeping with its corporate social responsibi ities. This philosophy is built on a rich legacy of fair, transparent and effective governance, and led by strong emphasis on human values, individual dignity and adherence to honest, ethical and professional conduct.

The Company believes that a sound governance discipline also enables the Board to direct and control the affairs of the Company in an effective manner and maximize stakeholder value, including the society at large. This is an ongoing process with the Company and we continuously endeavor to improve upon our practices in line with the changing demands of the business. SIL adopts innovative approaches for leveraging all its resources; and encourages a spirit of conversion of opportunities into achievements. SIL's Code of Conduct enabled it to reflect the diverse business, cultural and other factors that have a bearing on the health of brand 'SIL'. The Company's governance structure and systems are the foundation which provides and nurtures ramping up of healthy and sustainable growth of human resources, through empowerment and motivation. In this, your Company is guided by its Code on Corporate Governance.

Keeping in view the Company's size, reach, complexity of business and corporate tradition, the Corporate Governance framework is based on the following main principles:

• Strategic supervision by the Board of Directors which is made up of appropriate size, bouquets of experience and commitment to discharge their responsibilities;

• Timely and adequate flow of information to the Board and its Committees for meaningful and focused discussion at the meetings to enable them to discharge their fiduciary duties;

• Independent verification of Company's financial reporting from time to time and on quarterly basis;

• A sound system of interna controls within the risk management framework to mitigate perceived risk factors;

• Timely and balanced disclosure of all material information; and disclosure of all deviations, if any, to all stakeholders;

• Compliance with applicable laws, rules, regulations and guidelines; and

• Transparency and defined accountabi ity.

The Board of Directors play an active role in fulfilling its fiduciary obligation to shareholders by efficiently overseeing management functions to ensure their effectiveness in delivering shareholder value. The governance framework is made effective through an efficient system of timely disclosures and transparent business practices.

B. BOARD OF DIRECTORS

The Board of Directors which is a body formed to serve and protect the overall interest of all the stakeholders, provides and evaluates the strategic direction of the Company; formulates and reviews management policies and ensures their effectiveness. The Director-in-Charge of the Company along with the Managing Director manages the business of the Company under the overall superintendence, guidance and control of the Board, assisted by a competent team.

COMPOSITION

The Company strives to attain a balanced Board with optimum combination of Executive and Non-Executive Directors, including independent professionals, who play a crucial role in Board processes and provide independent judgment on issues of strategy and performance. The Company's Board of Directors currently comprises of six members, four of whom are Non-executive Directors and two Executive Directors i.e. one Executive Director and one Managing Director. The Non-executive Directors are eminent professionals with vast experience of industry, finance and law. The Board is headed by a Non-executive Chairman. All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring best interest of stakeholders and the Company. Except the Managing Director, Executive Director and Independent Directors, all Directors are liable to retire by rotation. .

None of the Directors on the Company's Board are member of more than 10 (ten) committees and chairman of more than 5 (five) committees (being Audit Committee and Stakeholders' Relationship Committee) across all the companies in which he/she is a Director. All the Directors have made necessary disclosures regarding committee positions held by them in other companies and do not hold the office of Director in more than 10 (ten) public companies as on 31st March, 2018. The composition of the Board was in conformity with Regulation 1 7 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') as on 31st March, 2018.

DETAILS OF DIRECTORSHIPS / COMMITTEE POSITIONS HELD

The composition of the Board of Directors, No. of shares held in the Company and the number of other Directorships / Board level committee positions held by them in other Indian public companies as on 31st March, 201 8 is as follows:

Name of Director

Category of Director

No. of shares held in SIL

Number of Other Directorship in Public Companies (Other than SIL)

No. of other companies Board Committee(s)

Chairperson

Member

Mr. C. S. Nopany (DIN: 00014587)

NED

1,209

9

1

0

Mrs. Shalini Nopany (DIN: 00077299)

ED (M.D)

Nil

5

0

1

Mr. Brij Mohan Agarwal (DIN: 03101758)

ED

-do-

7

0

3

Mr. Sanjay Goenka (DIN: 00420444)

1

-do-

1

0

0

Mr. Subroto Lahiri (DIN: 01719327)

1

-do-

1

0

0

Mr. Abhrajit Dutta (DIN: 00546556)

1

-do-

1

0

0

NED - Non Executive Director, ED - Executive Director, MD - Managing Director, I - Independent Director

Notes:

1 . The Directorships held by the Directors, as mentioned above excludes alternate directorships, directorships in foreign companies, companies under Section 8 of the Companies Act, 2013 and private limited companies, which are not subsidiaries of public limited companies.

2. Board Committees represent membership / chairmanship of two committees viz. Audit Committee and Stakeholders' Relationship Committee as per Regulation 26 of Listing Regulations.

3. As on 31 ** March, 201 8, none of the Directors of the Company were related to each other, except Mr. C. S. Nopany and Mrs. Shalini Nopany who are related to each other.

BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee in consultation with the Board determines the appropriate characteristics, skills and experience required for the Board as a whole and for individual members. The Board members are expected to possess the required qualification, integrity, expertise and experience for the position. They should also possess deep expertise and insights in sectors / areas relevant to the Company and ability to contribute to Company's growth.

BOARD INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Regulation 1 6(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013 (the Act). Due to promulgation of Section 149 of the Act and Regulation 25 of the Listing Regulations which came into force from 01st December, 2015, Independent Directors can be appointed for 2 fixed terms of maximum five years each and they shall not be liable to retire by rotation. Therefore, the Company has appointed / re-appointed all the existing Independent Directors for a term of five consecutive years in compliance with the aforesaid provisions. The Company has issued formal letters of appointment to all the Independent Directors as prescribed under the provisions of the Act and the terms and conditions of their appointment have been uploaded on the website of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as specified under Section 149(6) of the Act and that they are qualified to act as Independent Directors.

As required under the Act, the Independent Directors held a separate meeting to assess the functioning of the Board and to evaluate the performance of the Chairman and Executive Director.

FAMILIARISATION OF BOARD MEMBERS

As an onboarding process, all new Directors inducted on the Board are taken through a familiarization process whereby information of the Company is explained to the Director.

The provision of an appropriate induction programme for the Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company. All newly inducted Non-executive Directors on the Board are introduced to the Company's culture through appropriate orientation, presentations made by senior management to provide an overview of the Company business. They are also introduced to the organization structure, board procedures, matters reserved for Board, major risks and risk management strategy. The Independent Directors, from time to time, request the management to provide detailed understanding of the activity or process of the Company. The management provides such information to the Board from time to time.

The induction process is designed to:

a. build an understanding of SIL, its businesses and the markets and regulatory environment in which it operates;

b. provide an appreciation of the role and responsibilities of the Director;

c. fully equip Directors to perform their role on the Board effectively; and

d. develop understanding of the Company's people and its key stakeholder relationships.

The policy is available on the website of the Company at the web link: http://silinvestments.in/pdf/policy/ FamiliarisationPrograme.pdf

BOARD MEETINGS AND PROCEDURE

The Board meets at least once in every quarter, inter alia, to review the quarterly results and other items on the agenda and minimum 4 (four) pre-scheduled Board meetings are held every year. Apart from the above, additional Board meetings are convened by giving appropriate notice to address the specific needs of the Company. In case of business exigencies or urgency of matters, resolutions are passed by way of circulation.

During the year under review seven Board meetings were held on 29 th May, 201 7; 1 7th July, 201 7; 18th October, 2017; 21st November, 2017, 17th January, 2018, 12th February, 2018 and 06th March, 2018. The meetings were held as per the requirements of business and at intervals within the legally permitted limits. The necessary quorum was present in all the Board meetings. Leave of Absence was granted to the concerned Directors who could not attend the respective Board meeting. The details of attendance of Directors at the Board meetings and at the last Annual General Meeting are as under:

Name of Director

No. of Board meetings held and attended during the year

Attendance at last AGM

Held during the tenure

Attended

Mr. C. S. Nopany

7

5

No

Mrs. Shalini Nopany

7

2

No

Mr. Brij Mohan Agarwal

7

7

No

Mr. Subroto Lahiri

7

6

No

Mr. Sanjay Goenka

7

7

Yes

Mr. Abhrajit Dutta

7

6

No

BOARD SUPPORT

The Company Secretary is responsible for collation, review and distribution of all papers submitted to the Board and Committees thereof for consideration. The Company Secretary is also responsible for preparation of the agenda and convening of the Board and Committee meetings.

The Company Secretary advises / assures the Board on compliance and governance principles and ensures appropriate recording and circulation of Minutes of the meetings amongst the Directors.

INFORMATION TO THE BOARD

The internal guidelines for Board / Board Committee meetings facilitate the decision making process at the meetings of the Board / Committees in an informed and efficient manner. Board meetings are governed by a structured agenda. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. The Company Secretary in consultation with the senior management prepares the detailed agenda for the meetings.

Agenda papers and notes on agenda are circulated to the Directors, in advance, in the defined agenda format. All material information is circulated along with agenda papers for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same are tabled at the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted. Frequent and detailed deliberation on the agenda provides the strategic roadmap for the future growth of the Company.

A detailed agenda folder is sent to each Director in advance of the Board meetings, covering inter alia, the required information as enumerated in Part A of Schedule II to Regulation 1 7(7) of the Listing Regulations. As a policy, all major decisions involving allocation and deployment of funds, investments and capital expenditure, in addition to matters which statutorily require the approval of the Board are placed before the Board for its consideration and directions.

The following information, inter alia, as may be applicable and required, is provided to the Board as part of the agenda papers.

• Quarterly, half yearly and annual results of the Company;

• Minutes of the Audit and other Committees of the Board;

• Information relating to recruitment and remuneration of senior level officers just below the Board;

• Materially important legal or taxation matters;

• Status of financial obligations to and by the Company;

• Any significant development in human resources or industrial relations;

• Details of risk exposure and steps taken by management to limit or restrain the risk; and

• Compliance status with any regulatory, statutory or Listing Regulations related requirements or in relation to any shareholder services.

The Board periodically reviews compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliance, if any.

Separate Independent Directors' Meeting

As required under the Act and Listing Regulations, the Independent Directors met on 12th February, 201 8 without the presence of Executive Directors or management representatives. The Independent Directors at their meeting held on 1 2th February, 201 8, inter alia, discussed:-

• the performance of Non-independent Directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of Executive Director; and

• the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to this meeting, interactions outside the Board meetings also take place between the Chairman and Independent Directors.

Board Evaluation / Performance

In terms of the requirements of the Act and Listing Regulations, the Board has evaluated its own performance, performance of the Directors individually as well as the evaluation of the working of its committees. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligations and governance.

Code of Conduct and Ethics

The Company has formulated a Code of Conduct (the Code) for the entire Board of Directors and senior management to avoid a conflict of interest. The Code is derived from three inter linked fundamental principles, namely: good corporate governance, good corporate citizenship and exemplary persona conduct. The Directors and senior management have affirmed compliance with Code for the year 201 7-2018. A declaration to this effect signed by the Director-ln-Charge is attached and forms part of this report. The Code is available on the Company's website: www.silinvestments.in. There were no material, financial and commercial transactions in which the senior management had a personal interest, leading to a potentia conflict of interest during the year under review.

Subsidiary Companies

The Company has four subsidiaries viz. RTM Investment & Trading Co. Ltd., SCM Investment & Trading Co. Ltd., RTM Properties Limited and SIL Properties Limited. During the FY 201 7-1 8, the Audit Committee reviewed the financial statements (in particular, the investments made) of each of the subsidiary companies. Minutes of the Board meetings of these subsidiary companies were regularly placed before the Board. The Board periodically reviews the statement of all significant transactions and arrangement, if any, entered into by the subsidiaries.

C. DETAILS OF REMUNERATION PAID TO DIRECTORS

The Managing Director receives salary, allowances and perquisites, while all the Non-executive Directors receive sitting fees and allowances (if applicable) and annua commission within the prescribed limits as set out in the Act.

S~L—T-N.

The Executive Director (Director-ln-Charge) of the Company was entitled for payment of remuneration by way of commission as determined by the Board of Directors of the Company from time to time. There has been no materially relevant pecuniary transaction or relationship between the Company and its Non-executive Directors during the year.

a) Remuneration paid/payable to Non-Executive Directors of the Company

The Non-executive Directors are paid sitting fees for attending each meeting of the Board of Directors and Committees thereof. They are also entitled to a fixed commission of Rs. 50,000/- per year payable proportionately to their tenure in office as Directors of the Company.

The total commission payable to all the Non-executive Directors for the financial year 201 7-1 8 will be Rs.2,00,000/- for which provision has been made in the books of accounts. The commission shall be paid after the adoption of annual accounts of the Company for the year ended 31st March, 201 8 by the shareholders at the forthcoming AGM. The commission to all the Non-executive Directors of the Company is determined after taking into account their valuable contribution and guidance in the various business initiatives and decisions at the Board level and also profitability of the Company. The details of commission payable and sitting fees (including for committee meetings) paid to the Directors during the year 201 7-201 8 is as follows:

S. No.

Name of Director

Commission (Rs.)

Sitting Fees (Rs.)

1

Mr. C. S. Nopany

50,000

62,500

2

Mr. Sanjay Goenka

50,000

97,500

3

Mr. Subroto Lahiri

50,000

65,000

4

Mr. Abhrajit Dutta

50,000

47,500

 

Total

2,00,000

2,72,500

b) Remuneration paid/payable to the Managing Director and Executive Director of the Company for the year ended 31st March, 2018, is as under:

(Amount Rs.)

S. No.

Particulars

Salary etc.

Commission

Perquisites

Retirement Benefits

Total

1

Mrs. Shalini Nopany - Managing Director

60,00,000

-

28,800

-

60,28,800

2

Mr. Brij Mohan Agarwal - Director-ln-Charge

-

50,000

-

-

50,000

D. COMMITTEES OF THE BOARD

Pursuant to Listing Regulations and provisions of the Act, the Board of Directors constituted various Committees of Directors with adequate delegation of powers to properly discharge businesses of the Company.

These committees are:

• Audit Committee;

• Stakeholders' Relationship Committee;

• Nomination and Remuneration Committee;

• Finance & Corporate Affairs Committee;

• Corporate Social Responsibility Committee;

• Assets Liabilities Committee; and

• Risk Management Committee.

The details of these Committees are as follows:

(I) AUDIT COMMITTEE COMPOSITION

The Audit Committee comprises three Independent Directors and is headed by Mr. Sanjay Goenka. The other members of the Committee are Mr. Subroto Lahiri and Mr. Abhrajit Dutta.

TERMS OF REFERENCE

The terms of reference of the Audit Committee are in conformity with Section 1 77 of the Act and Regulation 18 of the Listing Regulations.

MEETINGS AND ATTENDANCE

During the year under review six meetings of the Committee were held on 29th May, 201 7; 1 7th July, 2017; 18th October, 2017; 17th January, 2018; 12th February, 2018 and 06th March, 2018. The composition of the Committee and attendance of the members at the meetings was as follows:

Name of the Member

Status

Category

Number of Meetings Attended

Mr. Sanjay Goenka

Chairman

Independent

6

Mr. Subroto Lahiri

Member

Independent

5

Mr. Abhrajit Dutta

Member

Independent

5

The constitution of the Audit Committee meets the requirements of Section 1 77 of the Act. The Committee reviews various aspects of the internal audit control system. The requirements in respect of Regulation 1 8 of the Listing Regulations are also reviewed by the Committee.

(II) STAKEHOLDERS' RELATIONSHIP COMMITTEE COMPOSITION

The Stakeholders' Relationship Committee constituted as a mandatory committee of the Board, presently comprises of two Non-executive Directors and one Executive Director of the Company and is headed by Mr. C. S. Nopany. The other members of the Committee are Mr. Brij Mohan Agarwal and Mr. Subroto Lahiri. The Constitution of the Stakeholders' Relationship Committee meets the requirements of Section 1 78 of the Act.

TERMS OF REFERENCE

The Committee inter-alia oversees the redressal of shareholder and investor complaints / requests for transfer/transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialisation of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee keeps a close watch on the performance of Link Intime (India) Pvt. Ltd., Registrar & Share Transfer Agent of the Company. The Company Secretary, designated as the compliance Officer of the Company, acts as the ex-officio Secretary of the Committee. Besides the above, the Committee also reviews the shareholding pattern, which is submitted to the Stock Exchange. The Committee meets as often as is necessary for resolution of important matters within its mandate. There were no investor complaints pending at the end of the financial year.

MEETINGS AND ATTENDANCE

During the year under review, six meetings of the Committee were held on 1 8th April, 201 7; 7th July, 201 7; 21st September, 201 7, 6th October, 201 7; 27th November, 201 7 and 25th January, 201 8. The composition of the Committee and the attendance of the members at the meeting was as follows:

Name of the Member

Status

Category

Number of Meetings Attended

Mr. C. S. Nopany

Chairman

Non-Executive Director

2

Mr. Brij Mohan Agarwal

Member

Executive Director

6

Mr. Subroto Lahiri

Member

Independent

5

INVESTORS' COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR

During the year under review the Company received 38 complaints / letters from the shareholders which were duly attended. The average period of redressal of grievances is 7 days from the date of receipt of letters/complaints. There were no unresolved complaints as on 31st March, 201 8.

III. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of three Independent Directors, namely Mr. Sanjay Goenka, Mr. Subroto Lahiri and Mr. Abhrajit Dutta. The Committee is headed by Mr. Sanjay Goenka.

TERMS OF REFERENCE

The terms of reference of Nomination and Remuneration Committee are in conformity with Section 1 78 of the Act and Regulation 1 9 of the Listing Regulations.

MEETINGS AND ATTENDANCE

During the year under review, two meetings of the Committee were held on 29th May, 2017 and 25th July, 201 7. The composition of the Committee and attendance of the members at the meeting was as follows:

Name of the Member

Status

Category

Number of Meetings Attended

Mr. Sanjay Goenka

Chairman

Independent

2

Mr. Subroto Lahiri

Member

Independent

1

Mr. Abhrajit Dutta

Member

Independent

2

IV. FINANCE & CORPORATE AFFAIRS COMMITTEE COMPOSITION

The Finance and Corporate Affairs Committee (FCAC) presently comprises of one Executive Director and two Non-Executive Directors and is headed by Mr. C. S. Nopany, Chairman of the Board. The other members of the Committee are Mrs. Shalini Nopany and Mr. Sanjay Goenka.

TERMS OF REFERENCE

The Committee is authorised to decide upon matters relating to borrowings, inter corporate loans / deposits, investments, opening and closing of bank accounts and decide upon various matters related thereto, in terms of the powers delegated to it by the Board.

MEETINGS AND ATTENDANCE

During the year under review, eleven meetings of the Committee were held on 24th May, 201 7; 5th July, 2017; 5th September, 2017; 8th September, 2017; 20th September, 2017; 26th October, 201 7; 7th November, 201 7; 28th November, 201 7; 1 1th December, 201 7; 3rd January, 2018 and 29th March, 201 8. The composition of the Committee and attendance of the members at the meeting was as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. C. S. Nopany

Chairman

Non-Executive Director

11

Mrs. Shalini Nopany

Member

Executive Director

5

Mr. Sanjay Goenka

Member

Independent

11

This Committee is also entrusted to oversee the operations of the Treasury Division of the Company.

V CORPORATE SOCIAL RESPONSIBILITY COMMITTEE COMPOSITION

The Corporate Social Responsibility (CSR) Committee presently comprises of one Executive Director and two Non-Executive Directors and is headed by Mr. C. S. Nopany, Chairman of the Board. Other members of the Committee are Mrs. Shalini Nopany and Mr. Sanjay Goenka.

TERMS OF REFERENCE

The terms of reference of the CSR Committee includes but is not limited to the following:

• formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• recommend the amount of expenditure to be incurred on the activities referred to above; and

• monitor the Corporate Social Responsibility Policy of the Company from time to time.

MEETINGS AND ATTENDANCE

During the year under review, two meetings of the Committee were held on 29th May, 201 7 and 17th February, 2018.

The attendance of the members of the Committee at the meeting was as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. C. S. Nopany

Chairman

Non-executive Director

2

Mrs. Shalini Nopany

Member

Executive Director

0

Mr. Sanjay Goenka

Member

Independent

2

A report on CSR activities as prescribed under the Act and Rules made thereunder is annexed to the Board Report.

VI. ASSET-LIABILITY COMMITTEE: COMPOSITION

The Asset-Liability Committee comprises of Directors and senior officials of the Company. The members of the Committee are Mr. Brij Mohan Agarwal, Mr. Sanjay Goenka and Mr. Vikas Baheti.

TERMS OF REFERENCE

The Committee is empowered to analyze and periodically review returns and short term dynamic liguidity.

MEETINGS AND ATTENDANCE

During the year under review, four meetings of the Committee were held on 30th June, 201 7; 20th September, 201 7; 21st December, 201 7; and 22nd March, 201 8.

The composition of the Committee and attendance of the members at the meeting were as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. Brij Mohan Agarwal

Chairman

Executive Director

4

Mr. Sanjay Goenka

Member

Independent

4

Mr. Vikas Baheti

Member

CEO

-

VII RISK MANAGEMENT COMMITTEE COMPOSITION

The Risk Management Committee comprises of Directors and senior officials of the Company. The members of the Committee are Mr. Brij Mohan Agarwal, Mr. Subroto Lahiri and Mr. Vikas Baheti.

TERMS OF REFERENCE

The Committee is empowered to review and assess the quality, integrity and effectiveness of the risk management systems and ensure that the risk framework and strategies are effectively managed.

MEETINGS AND ATTENDANCE

During the year under review, three meetings of the Committee were held on 21st September, 201 7; 21st December, 201 7 and 22nd March, 201 8.

The composition of the Committee and attendance of the members at the meeting was as follows:

Name of the member

Status

Category

Number of meetings attended

Mr. Brij Mohan Agarwal

Chairman

Executive Director

3

Mr. Subroto Lahiri

Member

Independent

3

Mr. Vikas Baheti

Member

CFO

-

E. COMPANY POLICIES

I. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy, as part of vigi mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The employees are encouraged to voice their concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy. All cases registered under the Whistle Blower Policy of the Company are subject to review by the Audit Committee.

The Whistle Blower Policy is available on the website of the Company: http://silinvestments.in/pdfs/ WhistleBlowerPolicy.pdf

II. REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy for selection and appointment of Directors, senior management personne and their remuneration. The policy contains, inter-alia, criteria for Directors' appointment and remuneration including determining qualifications, positive attributes, independence of a Director, etc. The policy is available on the website of the Company: http://silinvestments.in/pdfs/RemunerationPolicy.pdf

III. POLICY ON RELATED PARTY TRANSACTIONS

In line with requirement of the Act and the Listing Regulations, your Company has formulated a policy on related party transactions which is also available on the Company's website: http://silinvestments. in/pdfs/Pol icyonRelatedPartyTransactions.pdf.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

This policy specifically deals with the review and approval of material related party transactions keeping in mind the potentia or actua conflict of interest that may arise because of entering into these transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for transactions with related parties which are of a repetitive nature and / or entered in the ordinary course of business and on an arm's length basis.

IV. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Corporate Social Responsibility policy is formulated in consultation with the CSR Committee and as envisaged under Section 1 35 of the Act and the Rules framed thereunder and is available on the Company's website: http://silinvestments.in/pdfs/CSR%20Policy.pdf. The CSR Policy outlines the Company's philosophy and responsibility as a corporate citizen of India and lays down the guidelines and mechanism for undertaking socially useful programmes for the welfare and sustainable development of the communities in and around the Company's area of operations and other parts of the country.

V. AAATERIAL SUBSIDIARY POLICY

In line with requirement of Regulation 46(2)(h) of the Listing Regulations, your Company has formulated a policy on materia subsidiaries which is also available on the Company's website : http://silinvestments.in/pdfs/PolicyonDeterminingMaterialSubsidiaries.pdf.

The objective of this policy is to determine material subsidiaries of the Company and to provide the governance framework for such subsidiaries.

F. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is given in a separate section in this Annual Report and forms a part of the Directors' Report.

G. DISCLOSURES

(a) Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annua 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 and the Board of Directors for their review on a quarterly basis.

Details of related party transactions are disclosed in Note No. 22.05 of the Annual Financial Statements in accordance with compliance with the Accounting Standard relating to Related Party Disclosures. Details of all such transactions are provided to the Board at the Board meetings, and the interested Directors neither participate in the discussion, nor vote on such matters.

All Material Related Party Transaction as per Regulation 23 of the Listing Regulations were approved at the Annual General Meeting held on 31st August, 2017. All proposed Material Related Party Transactions will be placed before the shareholders at the ensuing AGM for their approval.

(b) Accounting treatment in preparation of financial statements

The financial statements prepared comply with all material respects with the Accounting Standards notified under Section 1 33 and the relevant provisions of the Act and generally accepted accounting principles in India.

(c) Proceeds from public issues, rights issues, preferential issues etc.

During the year under review, no proceeds were raised by the Company from public issues, rights issue, preferentia issue, etc.

(d) Insider Trading

In order to regulate trading in securities of the Company by the Directors and designated employees, your Company has adopted a Code of Internal Procedures and Conduct (the Insider Trading Code) framed under SEBI (Prohibition of Insider Trading) Regulation, 2015 which, inter alia, prohibited the trading in shares by an 'insider' when in possession of unpublished price sensitive information.

Insider Trading Code prevents misuse of unpublished price sensitive information and it also provides for periodical disclosures and obtaining pre-clearance for trading in securities of your Company by the Directors, designated employees and connected persons of your Company.

(e) Compliance with the Mandatory Corporate Governance Requirements as prescribed under the Listing Regulations

The Board of Directors periodically review the compliance of all applicable laws. The Company is in full compliance with all the mandatory requirements of Corporate Governance as specified in Regulation 1 7 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

(f) Risk Management

As required under Regulation 17 of Listing Regulations, the Company has established a well-documented and robust risk management framework. Under this framework, risks are identified across all business processes of the Company on a continuous basis. Once identified, these risks are classified as strategic risks, business risks or reporting risks. Strategic risks are those which are associated with the long term interests of the Company. Reporting risks are associated with incorrect or un-timely financial and non-financial reporting.

The Risk Management Committee and the Board of Directors review the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management procedures. The Board of Directors of the Company are regularly apprised on the key risk areas and a mitigation mechanism is recommended.

During the year, the Risk Management Committee has reviewed the risk assessment and minimization procedures and appropriate risk mitigation procedures commensurate to the risks has been adopted.

(g) Corporate Ethics

As a responsible corporate citizen, the Company consciously follows corporate ethics in business and corporate interactions. The Company has framed codes and policies providing guidance for carrying business in an ethical manner. Some of these policies are:

a. Code for Prevention of Insider Trading;

b. Code of Conduct;

c. Whistle Blower Policy; and

d. Code for Corporate Disclosure.

In confirmity with the recent statutory changes, the codes have been revised accordingly.

(h) Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

As per the requirement of Regulation 1 7(8) of the Listing Regulations, a certificate duly signed by CEO (Director-in-charge) and CFO of the Company, regarding the financial statements for the year ended 31st March, 201 8, was placed at the Board meeting of the Company held on 8th May, 201 8.

H. UNPAID / UNCLAIMED DIVIDENDS

As per Sections 124 and 125 of Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, shares pertaining to shareholders who have not encashed / claimed dividends for seven consecutive years from the date of declaration were required to be transferred to the demat account of the Investor Education and Protection Fund (IEPF) Authority. The shareholders whose dividend / shares are transferred to the IEPF Authority can claim their dividend / shares from the IEPF Authority.

In accordance with the new IEPF Rules, the Company had sent notice to all shareholders whose shares were due to be transferred to the IEPF Authority and published requisite advertisement in the newspaper prior to transfer of the shares pertaining to such shareholders of the Company to the demat account of the IEPF Authority.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31 ** August, 201 7 (date of last Annual General Meeting) and the list of shareholders whose shares have been transferred to the IEPF Authority on the Company's website: www.silinvestments.in.

I. SHAREHOLDER INFORMATION (i) Means of communication

In accordance with Regulation 46 of the Listing Regulations, the Company has maintained a functional website i.e. www.silinvestments.in containing information about the Company viz. the details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, etc. The contents of the said website are updated from time to time.

The quarterly and annual audited financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board. The results are normally published in Business Standard in English and Rajasthan Patrika / Dainik Bhaskar in Hindi in terms of Regulation 47 of the Listing Regulations. The results are hosted on the website of the Company: www.silinvestments.in

Further, the Company disseminates to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited wherein the equity shares of the Company are listed, all mandatory information and price sensitive / such other information which in its opinion are material and / or have a bearing on its performance / operations. For the benefit of the shareholders a separate email id has been created for shareholder correspondence viz. investor.qrievances@silinvestments.in

(ii) General Body Meetings

(a) Annual General Body Meetings of the Company

Details of the last three Annual General Meetings of the Company are as under:

AGM

Financial Year

Date

Time

Venue

Special business/s if any, passed

83rd

2016-2017

August 31 , 2017

10.30a.m.

Registered Office: Pachpahar Road Bhawanimandi (Rajasthan)

1 . Power to enter into loan/ contracts/ arrangements/ transactions/ (deemed to be related party transactions) with entities/ qualified corporate bodies within the overall limit.

2. Revision in terms of remuneration of Mrs. Shalini Nopany, Managing Director of the Company.

3. Maintenance of the Register of Members and related books at a place other than the Registered Office of the Company.

AGM

Financial Year

Date

Time

Venue

Special business/s if any, passed

82nd

2015-2016

August 27, 2016

10.30a.m.

Registered Office: Pachpahar Road Bhawanimandi (Rajasthan)

1 . Appointment of Mr. Brij Mohan Agarwal as Director.

2. Appointment of Mr. Brij Mohan Agarwal as Executive Director.

3. Power to enter into loan contracts / arrangements / transactions (deemed to be related party transactions) with the entities / qualified corporate bodies within the overall limit prescribed.

4. Appointment of Mr. Abhrajit Dutta as Independent Non-Executive Director.

81st

2014-2015

August 31 , 2015

10.30a.m.

Registered Office: Pachpahar Road Bhawanimandi (Rajasthan)

1 . Re-appointment of Mrs. Shalini Nopany as the Managing Director of the Company for a term of 5 years.

2. Payment of remuneration to non-executive directors.

3. Power to enter into loan contracts / arrangements / transactions (deemed to be related party transactions) with the entities / qualified corporate bodies within the overall limit prescribed.

(iii) General Shareholders' information

(a) 84th Annual General Meeting :

Date

3 1st August, 2018

Day

Friday

Time

10.30a.m.

Venue

At Registered Office Pachpahar Road, Bhawanimandi 326 502 (Raj.)

(b) Last date for receipt of proxies

Wednesday, 29th August, 2018 (before 10.30 a.m. at the Registered Office of the Company).

(c) Book closure

The Register of Members and Share Transfer Books of the Company shall remain closed from 25th August, 2018 to 31st August, 2018 (both days inclusive) for the purpose of Dividend and Annual General Meeting.

(iv) Details of unclaimed shares in terms of Regulation 39 of Listing Regulations

Regulation 39(4) of the Listing Regulations read with Schedule VI Manner of dealing with Unclaimed Shares, which came into effect from 1st December, 201 5, has directed companies to dematerialize such shares which have been returned as Undelivered by the postal authorities and hold these shares in an Unclaimed Suspense Account to be opened with either one of the Depositories viz. NSDLorCDSL.

All corporate benefits on such shares viz. bonus, dividends, etc. shall be credited to the unclaimed suspense account as applicable for a period of seven years and will thereafter be transferred in accordance with the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 201 6 (IEPF Rules) read with Section 124(6) of the Companies Act, 2013.

The Company has not transferred any shares in the Unclaimed Suspense account during the year under review.

(v) Tentative financial calendar:

Next financial year

1 st April, 201 8 to 31 st March, 201 9

First Quarter Results & Limited Review

mid-August, 2018

Second Quarter Results & Limited Review

mid-November, 201 8

Third Quarter Results & Limited Review

end-January, 201 9

Audited Annual Results (2018-19)

mid-May, 2019

(vi) Dividend

Payment date (tentative): 05th September, 201 8.

The Board of Directors at their meeting held on 8th May, 2018, have recommended a dividend of Rs. 1.50 per share for the year ended 31st March, 201 8, subject to shareholders' approval at the forthcoming Annual General Meeting. If approved the dividend will be paid to the shareholders on or after 05th September, 201 8 but within 30 working days from the date of Annual General Meeting. The Company will continue to use NECS / ECS or any other electronic mode for payment of dividend to the shareholders located in places where such facilities / system is in existence.

(vii) Listing on Stock Exchanges and stock codes

The names of the Stock Exchanges on which the equity shares of the Company are listed with the respective stock codes :

SI. No.

Name of the Stock Exchange

Stock Code

1.

National Stock Exchange of India Limited, Mumbai

SILINV

2.

BSE Limited, Mumbai

521194

Listing fees for the year 201 7-1 8 have been paid to the Stock Exchanges within the stipulated time.

(viii) Corporate Identification Number

Corporate Identification Number of the Company allotted by the Ministry of Corporate Affairs, Government of India is LI 7301 RJ1 934PLC002761 .

(ix) Stock Data / Market price data

High/low market price of the Company's equity share traded on stock exchanges where the shares of the Company are listed during the last financial year are as follows:

Month

BSE Limited, Mumbai

National Stock Exchange of India Limited, Mumbai

High

Low

High

Low

April, 201 7

179.95

152.30

184.90

148.15

May, 201 7

195.00

160.00

223.90

160.25

June, 2017

194.15

166.00

193.55

153.95

July, 2017

185.00

168.00

190.00

163.30

August, 201 7

175.00

156.50

183.00

156.30

September, 201 7

266.50

161.50

268.40

163.10

October, 201 7

364.80

206.30

364.70

203.55

November, 2017

453.90

309.25

455.90

301.00

December, 201 7

579.15

423.00

581.70

423.00

January, 201 8

574.00

460.00

576.00

466.00

February, 2018

505.30

400.00

506.95

390.20

March, 2018

441.40

341.45

442.00

344.00

x) Shareholding Pattern

Details of shareholding by ownership as on 31 st March, 201 8 was as under:

s.

No.

Category

No. of Folios

%of Folios

No. of Shares Held

%of Shareholding

1.

Promoters

11

0.18

66,49,369

62.75

2.

Financial Institutions, Banks and Mutual funds

11

0.18

6,059

0.06

3.

Private Corporate Bodies/Associates/ Other Bodies Corporate/HUF

252

4.09

18,84,507

17.78

4.

Indian Public/Clearing Members

5733

93.10

20,03,990

18.91

5.

Flls

0

0.00

0

0.00

6.

NRI, Foreign Nationals and OCBs / Foreign Portfolio Investors (Corporate)/

150

2.44

51,835

0.50

7.

Trust

1

0.01

100

0.00

 

TOTAL

6158

100.00

1,05,95,860

100.00

(xi) Distribution of shareholding:

The distribution of shareholding as on 31 st March, 201 8 was as follows:

S. No.

No.of Equity Shares

No.of Shareholders

% of total Shareholders

No. of Shares held

% of total shares

1.

1 to 1 00

3,937

63.93

1,58,436

1.49

2.

101 to 500

1,562

25.37

4,00,597

3.78

3.

501 to 1000

322

5.23

2,45,479

2.32

4.

1001 to 5000

271

4.40

5,62,170

5.31

5.

5001 to 10000

34

0.55

2,32,027

2.19

6.

10001 to 100000

20

0.33

5,96,888

5.63

7.

100001 to 500000

5

0.08

10,37,951

9.80

8.

500001 and above

7

0.11

73,62,312

69.48

 

TOTAL

6,158

100

1,05,95,860

100

(xn) Dematenahzation of shares and liquidity

The Equity Shares of the Company are listed on the BSE Limited and National Stock Exchange of India Limited. The Company has an agreement with National Securities Depository Ltd. and Central Depository Services (India) Ltd. for providing depository services for holding the shares in dematerialized mode. As a result, as on 31st March, 2018, 97.01% of the total equity share capital of the Company was held in dematerialized form. The Company has paid the requisite fees to all these authorities for the year 201 7-1 8.

(xiii) Outstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity

As on date there are no outstanding warrants or any convertible instruments. The Company has not issued GDRs/ADRs.

(xiv) Share transfer system

To expedite the transfer of shares, authority has been delegated to the Stakeholders Relationship Committee of the Board. The Committee considers requests for transfers, transmission, issue of duplicate certificates, issue of certificates on split / conso idation / renewal, etc. and the same are processed and delivered within 15 days of lodgment, if the documents are complete in all respects. In compliance with the Listing Regulations, every six months, the share transfer system is audited by a Practicing Company Secretary and a certificate to that effect is issued by him. The Secretary of the Company is also authorised to approve the transfer of shares in addition to the Stakeholders' Relationship Committee.

(xv) Address for Shareholders' Correspondence

Shareholders are requested to correspond with the Registrar and Share Transfer Agent at the below given address on all matters relating to transfers, dematerialization of shares, payment of dividend and any other query relating to the equity shares of the Company.

(xvi) Registrar and Transfer Agent

The Company has appointed Link Intime India Private Limited, as Registrar & Share Transfer Agent (RTA) of the Company from 01st April, 2016 for handling share registry (physical and electronic modes). Accordingly, all correspondence, request for transfer, transmission, demat / remat and other communication in relation thereto should be mailed/hand delivered to the said RTA directly at the following address:

Link Intime India Pvt. Ltd.

C-101,lst Floor, 247 Park, Lai Bahadur Shastri Marg,

Vikhroli (West), Mumbai 400083.

Tel: 022-49186270/49186000 Fax: 022-49186060

Email Id: rnt.helpdesk@linkintime.co.in

(xvii) Compliance Officer :

Mr. Lokesh Gandhi

Company Secretary & Compliance Officer

seated at Mumbai office at:

601, 6th Floor, E Wing, Lotus Corporate Park, 1 85/A, Graham Firth Steel Compound, Off: Western Express Highway, Goregoan (East), Mumbai 400063

Tel : 022-4219 8800 / 4219 8834 Fax: 022-42198830/31

E-mail ID: lokeshgandhi@silinvestments.in

(xviii) Investor Relations:

In order to facilitate investor servicing, the Company has designated an e-mail id -investor.grievances@silinvestments.in mainly for registering complaints by investors.

J. COMPLIANCE

(i) Statutory Compliance, Penalties and Strictures

The Company has continued to comply with the requirements of the Stock Exchanges, SEBI, RBI and other statutory authorities on all the relevant matters during the last three years. There were no cases of penalties or strictures imposed on the Company by any Stock Exchange, SEBI, RBI or any other statutory authorities for any violation related to the capital market / any other related matter or relating to conditions of licensing by the RBI, during the last three years, except as under:

s^o~\

s.

No.

NATURE OF LITIGATION (EXAMPLE CIVIL, CRIMINAL, TAX, ETC)

NAME OF PARTIES

FORUM FACTS

AMOUNT INVOLVED

REMARKS

1.

Non-Compliance observed in CG Report submitted under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Against the Company by National Stock Exchanges of India Limited (NSE).

N.A. A Notice dated 18.07.2016 was received by the Company on 18.07.201 6 from NSE that the company has not complied with following criteria(s):-

(1) Composition of Committees- Audit Committee (Regulation 18),

(2) Composition of Committees- Nomination and Remuneration Committee (Regulation 19). Subsequently company appointed one more member - Mr. Abhrajit Duttaw.e.f 02/08/2016 on the Audit Committee and Nomination and Remuneration Committee making the membership compliance with Regulation 18 & 19 of SEBI (Listing Obligations And Disclosure Requirements), Regulation 2015.

Nil

 

(ii) Listing Regulations Compliance

The Company complies with all the mandatory requirements of the Listing Regulations.

(iii) Audit Qualification

The Company is in the regime of unqualified financial statement.

(iv) Training of Board Members

The Board members are provided with necessary documents / brochures and reports to enable them to familiarise with the Company's procedures and practices.

Periodic presentations are made at the Board and Committee meetings, on business, strategy and performance updates of the Company.

(v) Compliance with Discretionary Requirements

Adoption of discretionary requirements of the Listing Regulations is being reviewed by the Company from time to time.

(vi) Certificate on Corporate Governance

The Company has obtained a Certificate from its Statutory Auditors regarding compliance of the conditions of Corporate Governance, as stipulated in Regulation 34(3) read with Part E of Schedule V of the Listing Regulations, which together with this Report on Corporate Governance is annexed to the Director's Report and shall be sent to all the shareholders of the Company and the Stock Exchanges along with the Annual Report of the Company.

(vii) Auditors'Certificate on Compliance with Prudential Norms under Non-Banking Finance (Non-Deposit Accepting) Directions, 2007

The Company obtains every year a Certificate from its Statutory Auditors about the adequacy of the Net Owned Fund and the compliance with the prudentia norms as applicable to non-deposit taking

NBFCs and that the Company is not accepting nor holding public deposits under Non-Banking Finance (Non-Deposit Accepting) Directions, 2007.

(viii) Disclosure under Regulation 30 of the Listing Regulations regarding certain agreements with the media companies

Pursuant to the requirement of Regulation 30 of the Listing Regulations, the Company would ike to inform that no agreement(s) have been entered into with media companies and / or their associates which has resulted in / will result in any kind of shareholding in the Company and consequently any other related disclosures viz. details of nominee(s) of the media companies on the Board of the Company, any management control or potential conflict of interest arising out of such agreements, etc. are not applicable. The Company has not entered into any other back to back treaties /contracts/ agreements / MoUs or similar instruments with media companies and/or their associates.

I. INVESTOR SAFEGUARDS AND OTHER INFORMATION (i) Dematerialization of Shares

Shareholders are requested to convert their physical holdings to demat / electronic form through any of the registered Depository Participants (DPs) to avoid the hassles involved in dealing in physical shares such as possibility of loss, mutilation, etc. and also to ensure safe and speedy transaction in respect of the shares held.

(ii) National Electronic Clearing Services (NESC)/Electronic Clearing Services (ECS) mandate

NECS / ECS facility ensures timely remittance of dividend without possible loss/delay in postal transit. Shareholders holding shares in electronic form may register their NECS / ECS details with the respective DPs and shareholders holding shares in physical form may register their NECS / ECS details with Registrar and Share Transfer Agents to receive dividends, if declared, via the NECS / ECS mode.

(iii) Timely Encashment of Dividends

In respect of the shareholders who have either not opted for NECS / ECS mandate or do not have such a facility with their banker, are requested to encash dividends promptly to avoid the inconvenience of writing to Company's Share Transfer Agent thereafter for revalidation of dividend warrants.

(iv) Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

Under the Act, dividends which remain unclaimed for a period of seven consecutive years are required to be transferred to Investor Education and Protection Fund (IEPF) administered by the Central Government. Dates of declaration of dividends since 201 0-201 1 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the table below:

Financial Year Ended

Date of Declaration of Dividend

Amount remaining unclaimed / unpaid as on 31. 03.201 8 (Rs.)

Last date for claiming unpaid Dividend amount (on or before)

Last date for transfer to IEPF

31.03.2011

06.08.2011

245628.00

12.09.2018

12.10.2018

31.03.2012

11.08.2012

314706.25

17.09.2019

17.10.2019

31.03.2013

10.08.2013

262577.50

16.09.2020

16.10.2020

31.03.2014

23.08.2014

439821.25

29.09.2021

29.10.2021

31.03.2015

31.08.2015

292136.25

07.10.2022

06.11.2022

31.03.2016

27.08.2016

240723.75

03.10.2023

02.11.2023

31.03.2017

31.08.2017

236491.50

07.10.2024

06.11.2024

Members are once again requested to utilize this opportunity and get in touch with Company's Registrar and Share Transfer Agent - Link Intime India Pvt. Ltd. at communication address for encashing the unclaimed dividends standing to the credit of their account.

Members are further requested to note that after completion of 7 years, applications will have to be made to the IEPF authority for claiming the dividend not claimed and no claims shall lie against the Company for the amounts of dividend so transferred to the IEPF authority.

(v) Update Address/Bank Details

To receive all communications/corporate actions promptly, shareholders holding shares in dematerialized form are requested to please update their address/bank details with the respective DPs and in case of physical shares, the updated details have to be intimated to the Registrar and Share Transfer Agent.

(vi) Consolidate Multiple Holdings (in respect of physical holdings)

Members are requested to consolidate their shareholdings held under multiple folios to eliminate receipt of multiple communications and this would ensure that future correspondence / corporate benefits could be sent to a conso idated folio.

(vii) Registered email address

The Ministry of Corporate Affairs has taken steps to encourage a 'Green Initiative in Corporate Governance' by issuing various circulars whereby companies are permitted to send Notice / documents including Annual Report in electronic mode (hereinafter 'documents'), provided the Company has obtained email address of its members for sending these documents through email by giving an advance opportunity to every shareholder to register their emai addresses and changes therein from time to time with the Company.

Accordingly, shareholders holding shares in physical form are requested to register their emai addresses and changes therein from time to time, by directly sending the relevant emai addresses along with the details such as name, address, folio no., no. of shares held to the Registrar and Share Transfer Agents, Link Intime India Pvt. Ltd.

In respect of shares held in electronic form, the email address along with DP ID/Client ID and other shareholder details as mentioned above, should be registered by the shareholders with their respective Depository Participants. Upon registration of the email address, the Company proposes to send notices and documents, in electronic form to such shareholders.

(viii) Addresses for Investor correspondence:

SIL Investments Limited Pachpahar Road, Bhawanimandi-326 502 (Rajasthan).

Telephones: 07433-222082 Fax: 07433-222916

E-mail Id: lokeshgandhi@silinvestments.in; and investor.grievances@siI investments.in

Registrar and Share Transfer Agent:

M/s. Link Intime India Pvt. Ltd.

C-101, 1st Floor, 247 Park, Lai Bahadur Shastri Marg, Vikhroli (West),

Mumbai 400083.

Tel. 022-49186270/ 49186000 Fax: 022-49186060

Email Id: rnt.helpdesk@linkintime.co.in

DECLARATION OF COMPLIANCE OF THE COMPANY'S CODE OF CONDUCT

To:

SIL Investments Limited Pachpahar Road Bhawanimandi-326 502 (Rajasthan)

The Company has framed a specific Code of Conduct for the members of the Board and the Senior Management Personnel of the Company pursuant to Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5 with Stock Exchanges to further strengthen corporate governance practices in the Company.

All the members of the Board and Senior Management Personnel of the Company have affirmed due observance of the said Code of Conduct in so far as it is applicable to them and there is no non-compliance thereof during the year ended 31st March, 201 8.

 

Brij Mohan Agarwal

Place: Kolkata

Director- In- Charge

Dated: 25.04.2018

(DIN: 03101758)

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of SIL Investments Limited

We have examined the compliance of conditions of Corporate Governance by SIL Investments Limited ('the Company'), for the year ended March 31, 2018 as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') as referred to Regulation 15(2) of the Listing Regulations.

The compliance of conditions of Corporate Governance is the responsibi ity of the Management. Our examination was carried out in accordance with the Guidance Note on Certificate of Corporate Governance, issued by the Institute of Chartered Accountants of India and limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied in all material respect with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

 

For Jitendra K. Agarwal & Associates

 

Chartered Accountants

 

Firm Reg. No. 318086E

 

Kuldeep Maloo

Place: Kolkata

Partner

Date: 08.05.2018

Membership No. 515708

Date: 02.05.2018 To

The Board of Directors SIL Investments Limited Bhawanimandi-326 502 (Raj)

CERTIFICATE

[As required under Regulation 1 7(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

We hereby certify to the Board that:

a. We have reviewed the financial statements and the cash flow statement for the financial year ended 31 st March, 201 8 and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illega or violative of the Company's Code of Conduct.

c. We accept responsibility for establishing and maintaining interna controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or proposed to be taken to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

i. significant changes, if any, in internal control over financial reporting during the year;

ii. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

For SIL Investments Limited

For SIL Investments Limited

Sd/-Brij Mohan Agarwal

Sd/-Vikas Baheti

(Director-in -Charge)

(Chief Financial Officer)

(DIN: 03101758)

(PAN: ALUPB2706M)

ANNEXURE III TO THE DIRECTORS' REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2017-18

1. A brief outline of the Company's CSR policy, including overview of projects or programme proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programme -

The Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 201 3 and the same is placed on the website of the Company and the web link for the same is http://silinvestments. in/pdfs/CSR%20Policy.pdf

2. The composition of the CSR Committee: (i) Mr. C. S. Nopany Chairman (ii) Mrs. Shalini Nopany Member (iii) Mr. Sanjay Goenka Member

3. Average net profit of the Company for the last three financial years: Rs. 1 663.42 lakhs.

4. Prescribed CSR Expenditure (2 percent of the amount as in item 3 above): Rs. 33.27 lakhs.

5. Details of CSR spend during the financial year.

(a) Total amount to be spent for the financial year: Rs. 33.27 lakhs.

(b) Total amount spent during the financial year: Rs. 35.00 lakhs.

(c) Amount unspent, if any: Nil.

(d) Manner in which the amount spent during the financial year is detailed below.

(Rs. in lakhs)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sr. No.

CSR project or activity identified

Sector in which the Project is covered

Projects or programs

(1) Local Area or other

(2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project programs wise

Amount spent on the projects or programs Sub-subheads

(1) Direct expenditure on projects or programs

(2) Overheads

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

1.

Education Initiative

Promoting education, incl. Sp. education and employment enhancing vocation skills especially among children, women, elderly, differently abled and livelihood enhancement projects.

Promotion of education activities

Ranchi, Jharkhand

 

35.00

35.00

Direct

6. In case the Company has failed to spend the two percent, of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Reasons for amount unspent: Not applicable.

7. Responsibility Statement of the CSR Committee:

The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company.

Sd/-Mr. C. S. Nopany

Sd/-Mrs. Shalini Nopany

(DIN: 00014587)

(DIN: 00077299)

Chairman CSR Committee

Managing Director

ANNEXURE-IVTO THE DIRECTORS' REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 201 3 and rule 1 2(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)

CIN:

L17301RJ1934PLC002761

ii)

Registration Date:

22/11/1934

iii)

Name of the Company:

SIL Investments Limited

iv)

Category / Sub-Category of the Company:

Company limited by shares / Indian Non-Government Company

v)

Address of the Registered office and contact details:

Pachpahar Road, Bhawanimandi, Rajasthan - 326 502, India Tel: 07433-222082 Fax: 07433-222916

Email: investor.grievances@silinvestments.in; Website: www.silinvestments.in

vi)

Whether listed company Yes / No:

Yes

vii)

Name, Address and Contact details of Registrar and Transfer Agent, if any -

Link Intime India Pvt. Ltd. C- 101, 24 7 Park, Lai Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083. Tel: 22 - 491 8 6000; Fax: 022-491 86060 Email: rnt.helpdesk@linkintime.co.in Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 1 0 % or more of the total turnover of the company shall be stated:-

SI. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1

Commercial Finance and Investments

64990

99.84

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.

Name and Address of the company

CIN/GLN

Holding/ Subsidiary/ Associate

%of shares held

Applicable Section

1

RTM Investment & Trading Co. Ltd.

U65993WB1 987PLC041 842

Subsidiary Company

84.79

2(87)

2

SCM Investment & Trading Co. Ltd.

U67120WB1986PLC041678

Subsidiary Company

80.52

2(87)

3

SIL Properties Ltd.

U45400WB1995PLC098911

Subsidiary Company

23.53

2(87)

4

RTM Properties Ltd.

LJ701 09WB1 994PLC065782

Subsidiary Company

23.53

2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Shareholding:

SI. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

A

Promoters

                 

1)

Indian

                 

a

Individuals/ HUF

1209

0

1209

0.01

1209

0

1209

0.01

0.00

b

Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

c

State Govt.(s)

0

0

0

0.00

0

0

0

0.00

0.00

d

Bodies Corporate

6648160

0

6648160

62.74

6648160

0

6648160

62.74

0.00

e

Banks/ Fl

0

0

0

0.00

0

0

0

0.00

0.00

f

Any other (specify)

0

0

0

0.00

0

0

0

0.00

0.00

 

i. Trusts

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (A) (1)

6649369

0

6649369

62.75

6649369

0

6649369

62.75

0.00

2)

Foreign

0

0

0

0.00

0

0

0

0

0.00

a

NRI Individuals

0

0

0

0.00

0

0

0

0

0.00

b

Other Individuals

0

0

0

0.00

0

0

0

0

0.00

C

Bodies Corporate

0

0

0

0.00

0

0

0

0

0.00

d

Banks/ Fl

0

0

0

0.00

0

0

0

0

0.00

e

Any other (specify)

0

0

0

0.00

0

0

0

0

0.00

 

Sub-Total (A) (2)

0

0

0

0.00

0

0

0

0

0.00

Total holding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

6649369

0

6649369

62.75

6649369

0

6649369

62.75

0.00

B

Public Shareholding

                 

1)

Institutions

                 

a

Mutual Funds/ UTI

0

0

0

0.00

0

0

0

0.00

0.00

b

Banks/ Fl

2252

3807

6059

0.06

2252

3807

6059

0.06

0.00

c

Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

d

State Govt.(s)

0

0

0

0.00

0

0

0

0.00

0.00

e

Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f

Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g

Flls/FPI

0

0

0

0.00

5855

0

5855

0.05

0.05

h

Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i

Others (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (B)(l)

2252

3807

6059

0.06

8107

3807

11914

0.11

0.05

2)

Non-Institutions

                 

a

Bodies Corporates

                 
 

i. Indian

1683808

114309

1798117

16.97

1676551

114309

1790860

16.90

-0.07

 

ii. Overseas

0

0

0

0

0

0

0

0

0

b

Individuals

                 
 

i. Individual Shareholders holding nominal share capital upto Rs. 1 lakh

883621

201545

1085166

10.24

1151174

194778

1345952

12.70

2.46

 

ii. Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

928004

0

928004

8.76

624088

0

624088

5.88

-2.88

SI. No.

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

C

Others (specify)

                 
 

i. Non-Resident Indian

11694

3542

15236

0.14

37195

3542

40737

0.37

0.23

 

ii.Overseas corporate Bodies

0

0

0

0.00

0

0

0

0.00

0.00

 

iii. Foreign Nationals

0

0

0

0.00

5243

0

5243

0.05

0.05

 

iv. Hindu Undivided Family

98280

0

98280

0.93

93647

0

93647

0.88

-0.05

 

v. Clearing Member

15529

0

15529

0.15

33950

0

33950

0.32

0.17

 

vi. Trust

100

0

100

0.00

100

0

100

0.00

0.00

 

vii. Foreign Bodies

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (B) (2)

3621036

319396

3940432

37.19

3621948

312629

3934577

37.13

-0.06

Total Public Shareholding

(B)= (B)(l) + (B)(2)

3623288

323203

3946491

37.25

3630055

316436

3946491

37.25

0.00

C

Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C)

10272657

323203

10595860

100.00

10279424

316436

10595860

100.00

0.00

(ii) Shareholding of Promoters

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year

No. of Shares

%of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

%of total Shares of the company

%of Shares Pledged / encumbered to total shares

1

Uttar Pradesh Trading Co. Ltd.

20,19,339

19.06

-

20,19,339

19.06

-

-

2

New India Retailing and Investment Ltd.

11,56,550

10.91

-

11,56,550

10.91

-

-

3

Hargaon Investment & Trading Co. Ltd.

11,40,931

10.77

-

11,40,931

10.77

-

-

4

Yashovardhan Investment & Trading Co. Ltd.

9,91,224

9.35

-

9,91,224

9.35

-

-

5

Ronson Traders Limited

6,48,249

6.12

-

6,48,249

6.12

-

-

6

OSM Investment & Trading Co. Ltd.

4,17,421

3.94

-

4,17,421

3.94

-

-

7

Champaran Marketing Co. Ltd.

1,99,773

1.89

-

1,99,773

1.89

-

-

8

Sidh Enterprises Ltd.

55,1 16

0.52

-

55,116

0.52

-

-

9

Sonali Commercial Ltd.

18,957

0.18

-

18,957

0.18

-

-

10

Chandra Shekar Nopany

1209

0.01

-

1209

0.01

-

-

11

Uttam Commercial Ltd.

600

0.01

-

600

0.01

-

-

 

Total

66,49,369

62.75

-

66,49,369

62.75

-

-

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

SI. No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

 

There was no change in the promoters shareholding during the financial year 201 7-18

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

SI. No.

For Each of the Top 1 0 Shareholders

Shareholding at the beginning of the year

Change in Shareholding

Shareholding at the end of the year

(No. of shares)

% of total shares of the company

Bought during the year

Sold during the year

No. of shares

% of total shares of the company

1

Birla Institute of Technology and Science

7,52,439

7.10

-

-

7,52,439

7.10

2

Earthstone Holding (Two) Private Limited

6,53,580

6.17

-

-

6,53,580

6.17

3

Navjeewan Medical Institute

1,90,461

1.80

-

-

1,90,461

1.80

4

Vinodchandra Mansukhlal Parekh

1,15,987

1.09

-

-

1,15,987

1.09

5

PIC Realcon Ltd.

1,14,309

1.08

-

-

1,14,309

1.08

6

VivekVasudev Naik

32,121

0.30

68,024

21,609

78,536

0.74

7

Sachin Suresh Dhoot

37,800

0.35

43,243

20,866

60,177

0.56

8

Sanjeev Vinodchandra Parekh

52,747

0.50

-

-

52,747

0.50

9

Jitendra Mansukhlal Parekh

42,783

0.40

-

-

42,783

0.40

10

Pranav Kumarpal Parekh

41,681

0.39

-

-

41,681

0.39

11

Ashok Kumar Jain

2,52,601

2.38

7,967

2,42,940

1 7,628

0.16

12

Leena Vivek Naik

70,022

0.66

-

70,022

Nil

Nil

Note: The above information is based on the weekly beneficiary position received from Depositories. (v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

For each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1.

Mr. C. S. Nopany

       

At the beginning of the year

1,209

0.01

1,209

0.01

(Increase/ Decrease) during the Year

0

0

1,209

0.01

At the end of the year

1,209

0.01

1,209

0.01

2.

Other Directors and KMPs hold NIL shares in the Company

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

(Rs. in lakhs)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

       

i) Principal Amount

7,210.00

-

-

7,210.00

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

3.88

-

-

3.88

Total (i + ii + iii)

7,213.88

-

-

7,213.88

Change in Indebtedness during the financial year

 

-

-

 

• Addition

-

-

-

-

• Reduction

7,210.00

-

-

7,210.00

• Interest accrued paid

3.88

-

-

3.88

Net Change

7,213.88

-

-

7,213.88

Indebtedness at the end of the financial year

 

-

-

 

i) Principal Amount

Nil

-

-

Nil

ii) Interest due but not paid

Nil

-

-

Nil

iii) Interest accrued but not due

Nil

-

-

Nil

Total (i + ii + iii)

Nil

-

-

Nil

VI. REMUNERATION OF DIRECTORS AND KEY AAANAGERIAL PERSONNEL

A. Remuneration to Manaqinq Director, Whole-time Directors and/or Manager:

SI. No.

Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount (in Rs.)

Mrs. Shalini Nopany Managing Director

Mr. Brij Mohan Agarwal Executive Director (Director- In-Charge)

1.

Gross salary

60,00,000

-

60,00,000

 

(a) Salary as per provisions contained in Section 1 7(1) of the Income-tax Act, 1961

-

-

 
 

(b) Value of perquisites under Section 1 7(2) of the Income-tax Act, 1961

28,800

-

28,800

 

(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961

-

-

-

2.

Stock Option

-

-

-

3.

Sweat Equity

-

-

-

4.

Commission

-

50,000

50,000

 

- as % of profit

-

-

-

 

- others, specify...

-

-

-

5.

Others, please specify

-

-

-

 

Total (A)

60,28,800

50,000

60,78,800

 

Ceiling as per the Act

1 0% of the Net profits of the Company

B. Remuneration to other directors:

SI. No

Particulars of Remuneration

Name of Directors

Total Amount (in Rs.)

Mr. C. S. Nopany

Mr. Subroto Lahiri

Mr. Sanjay Goenka

Mr. Abhrajit Dutta

1.

Independent Directors

         

Fee for attend ing board /committee meetings

-

65,000

97,500

47,500

2,10,000

Commission

-

50,000

50,000

50,000

1,50,000

Others, please specify

-

       

Total(l)

-

1,15,000

1 ,47,500

97,500

3,60,000

2.

Other Non-Executive Directors

         

Fee for attending board /committee meetings

62,500

-

-

-

62,500

Commission

50,000

-

-

-

50,000

Others, please specify

-

-

-

-

-

Total (2)

1,12,500

-

-

-

1,12,500

 

Total(B) = (1+2)

1,12,500

1,15,000

1 ,47,500

97,500

4,72,500

 

Total Managerial Remuneration (A+B)

-

-

-

-

65,51,300

 

Overall Ceiling as per the Act

1 1 % of the Net profits of the Company

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SI. No.

Particulars of Remuneration

Key Managerial Personnel

Mr. Lokesh Gandhi Company Secretary

Mr. Vikas Baheti C.F.O.

Total Amount (in Rs.)

1.

Gross salary

-

-

-

(a) Salary as per provisions contained in Section 1 7(1 ) of the Income-tax Act, 1961

15,25,440

8,23,200

23,48,640

(b) Value of perquisites under section 17(2) of the Income-tax Act, 1961

-

70,761

70,761

(c) Profits in lieu of salary under Section 1 7(3) of the Income-tax Act, 1961

-

-

-

2.

Stock Option

-

-

-

3.

Sweat Equity

-

-

-

4.

Commission

     

- as % of profit

     

- others, specify...

-

-

-

5.

Others, please specify

-

-

-

 

Total

15,25,440

8,93,961

24,19,401

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

During the year 201 7-1 8, there were no penalties / punishment / compounding of offences under the Companies Act, 201 3.

 

ANNEXURE- V TO THE DIRECTORS' REPORT

PARTICULARS OF EMPLOYEES

A. 1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 201 7-1 8, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 201 7-1 8 are as under :

Sr. No.

Name of Director / KMP

Remuneration of Director/ KMP for FY 2017-18 (Rs. in lakhs)

Designation

Percentage increase in Remuneration

Ratio of Remuneration of each Director to median remuneration of employees

1.

Mr. C. S. Nopany

0.50

Non-Executive Director

0

0.03

2.

Mrs. Shalini Nopany

60.29

Executive Director (M.D.)

56.43

3.95

3.

Mr. Brij Mohan Agarwal

0.50

Executive Director

0

0.03

4.

Mr. Sanjay Goenka

0.50

Non-Executive Independent Director

0

0.03

5.

Mr. Subroto Lahiri

0.50

Non-Executive Independent Director

0

0.03

6.

Mr. Abhrajit Dutta

0.50

Non-Executive Independent Director

51.52

0.03

7.

Mr. Lokesh Gandhi

15.25

Company Secretary and Compliance Officer

13.72

1.00

8.

Mr. Vikas Baheti

8.94

Chief Financial Officer

116.46

0.59

2. In the financial year, there was an increase of 1 3.72% in the median remuneration of employees;

3. There were Four permanent employees on the rolls of Company as on March 31, 201 8;

4. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was Not applicable whereas the increase in the managerial remuneration for the same financial year was 50.1 9%.

5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Notes:

i. The remuneration of Non-Executive Directors is exclusive of sitting fees.

B. Information pursuant to Section 1 97(12) of the Companies Act, 2013 read with the Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(1) Top 10 employees in terms of remuneration drawn during the year

Sr. No.

Employee Name

Designation

Remuneration in fiscal 2018 (Rs. in lakhs)

1.

Mrs. Shalini Nopany

Executive Director (M.D.)

60.29

2.

Mr. Lokesh Gandhi

Company Secretary and Compliance Officer

15.25

3.

Mr. Vikas Baheti

Chief Financial Officer

8.94

4.

Mr. Brij Mohan Agarwal

Director- In- Charge

0.50

(2) During the year 2017-18, no employee was in the receipt of remuneration as is required to be disclosed under Section 197 of Companies Act, 2013 read with Rule 5(2)(i) & (ii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures:

Part A: Subsidiaries:

(Rs. in lakhs)

Sr. No

Name of the Subsidiary

RTM Investment & Trading Co. Ltd.

SCM Investment & Trading Co. Ltd.

SIL Properties Ltd.

RTM Properties Ltd.

1

Reporting Period

2017-18

2017-18

2017-18

2017-18

2

Reporting currency

INR

INR

INR

INR

3

Exchange Rate

-

-

-

-

4

Share Capital

2,301.68

1,925.92

840.90

840.90

5

Reserves and Surplus

1,932.07

2,722.82

-195.06

-167.50

6

Total Assets

8,063.74

6,677.77

758.18

759.54

7

Total Liabilities

3,829.99

2,029.03

112.34

86.13

8

Investments

3,526.34

3,910.97

34.82

43.67

9

Turnover

678.87

306.09

44.41

44.37

10

Profit & Loss before Taxation

664.91

295.89

-28.68

-21.93

11

Provision for Taxation

136.94

51.00

7.36

7.39

12

Profit & Loss after Taxation

527.98

244.89

-36.04

-29.32

13

Proposed Dividend

NIL

NIL

NIL

NIL

14

% of Shareholding

84.79%

80.52%

23.53%

23.53%

Notes :

1 . RTM Investment & Trading Co. Ltd. and SCM Investment & Trading Co. Ltd. are the subsidiaries of the Company.

2. SIL Properties Ltd. and RTM Properties Ltd. are the step-down subsidiaries of the Company.

Part B: Associates and Joint Ventures:

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint

Ventures -

The Company does not have any Associates and Joint Ventures Company.

 

For and on behalf of Board of Directors of SIL Investments Limited

 

Brij Mohan Agarwal

Director- In -Charge DIN: 03101758

C. S. Nopany

Chairman DIN: 00014587

Shalini Nopany

Managing Director DIN: 00077299

Place : Kolkata

Vikas Baheti

Lokesh Gandhi

Dated: 08th May, 2018

Chief Financial Officer

Company Secretary & Compliance Officer

 

PAN: ALUPB2706M

Membership No. F9053

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 1 34 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto :

1. Details of contracts or arrangements or transactions not at arm's length basis:-

The Company has not entered into any transaction which is not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:-

Name of the Party with which the Contract is entered into

Principal terms and conditions

Date of approval

Amount paid as advance

Tenor Amount Rate (Rs. in inter lakhs)

of est

(a) sale, purchase or supply of any goods or materials

Ni

 

(b) selling or otherwise disposing of, or buying of property of any kind

Nil

(c) leasing of property of any kind

Ni

 

(d) availing or rendering of any services

Nil

(e) appointment of any agent for purchase or sale of goods, materials, services or property

Ni

 

(f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company

Ni

 

(g) Underwriting the subscription of any securities or derivatives thereof, of the company.

Nil

(h) Loans:-i) To Subsidiaries ii) To Other Entities

The transactions are not covered under Section 188(1) of the Companies Act, 2013. Appropriate approvals have been taken for related party transactions. The same have also been disclosed and dealt with appropriately as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st AAARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 201 3 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 201 4]

To,

The Members,

SIL Investments Limited

CIN: L17301RJ1934PLC002761 Pachpahar Road, Bhawanimandi, Jhalawar, Rajasthan.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SIL Investments Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st AAARCH, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by SIL Investments Limited (the Company) for the financial year ended on 31st MARCH, 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1 996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1 992 ('SEBI Act') to the extent applicable to the company:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 : [not applicable during audit period]

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1 999/Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (effective 28th October 201 4) [not applicable during audit period]

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [not applicable during audit period]

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1 993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (De isting of Equity Shares) Regulations 2009 [not applicable during audit period]

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1 998 [not applicable during audit period]

(vi) The following Other Laws as applicable to the company:

a) Non Banking Finance (Non-Deposit Accepting) Directions, 2007.

b) RBI Act, 1 934 and modifications thereof.

c) Income Tax Act, 1 961 .

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned in the above subject to the following observations:

1 . In respect of Secretarial Standards (SS-1) issued by ICSI, the company has followed the same, however in my opinion there is scope for improvement.

2. In respect of the Listing and Obligation Disclosure Regulation 2015, the company has complied the same, but some additional improvement required for timely disclosure of the information on the Web site.

I further report that

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• The company maintains all the registers as required under the Act, however there are some additional improvement requirements in the registers. I am informed that the Registers maintenance system is being upgraded to ensure fullest compliance.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent with proper time gap in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

• The Company has obtained all necessary approvals under the various provisions of the Act, where required and applicable; and

• As informed by the management, there was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

• The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

• The Company has complied with the provisions of the Securities Contracts (Regulation) Act, 1 956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

• I further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

• The Company has complied with the requirements under the Equity Listing Agreements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with BSE Limited, National Stock Exchange of India Limited.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report during the audit period, there were no instances of:

a) Public / Right / Preferential issue of shares / debentures / sweat equity or any other securities.

b) Redemption / buy-back of securities.

c) Major decisions taken by the members in pursuance to Section 1 80 of the Companies Act, 201 3

d) Merger/ amalgamation / reconstruction etc.

e) Foreign technical collaborations.

 

For R. CHOUHAN & ASSOCIATES

 

RAJENDRACHOUHAN - PROPREITOR COMPANY SECRETARY IN PRACTISE

 

PCS No. 5118

 

C P No.: 3726

Place: JAIPUR

 

Date: 05.05.2018

 

To,

The Members,

SIL Investments Limited

CIN: L17301RJ1934PLC002761 Pachpahar Road, Bhawanimandi, Jhalawar, Rajasthan.

My report of even date is to be read along with this letter:-

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express as opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For R. CHOUHAN & ASSOCIATES

 

RAJENDRA CHOUHAN - PROPREITOR COMPANY SECRETARY IN PRACTISE

 

PCS No. 5118

Place: JAIPUR

C P No.: 3726

Date: 05.05.2018

  

Director’s Report