DIRECTORS’ REPORT TO THE MEMBERS OF SIL INVESTMENTS LIMITED Your Directors are pleased to present their Eighty First Annual Report on the business of your Company alongwith the audited financial statements for the year ended 31st March, 2015. dividend Your Directors are pleased to recommend a dividend of Re 1.25 per share for the year ended 31st March, 2015, subject to shareholders' approval at the forthcoming Annual General Meeting. The total amount of dividend to be paid to the shareholders will be Rs. 159.41 Lakhs (inclusive of Dividend Tax). subsidiaries In accordance with Section 136 of the Companies Act, 2013, 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 the Accounting Standard 21(AS-21) prescribed under the Companies (Accounting Standards) Rules -2006, the Listing Agreements 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 Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries in Form AOC 1 is attached to the Accounts. The Company has also formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company at <http://silinvestments>. in/pdfs/PolicyonDeterminingMaterialSubsidiaries.pdf. public deposits The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 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, 2015. 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 57.82%, which is above the regulatory minimum of 15%. Your Company's asset size is Rs. 258.83 Crores. The Company every year obtains a certificate from M/s. Singhi & Co., Chartered Accountants, the Auditors of the Company, pursuant to Non Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 2008, confirming compliance of the conditions with respect to Systemically Important Non-Deposit taking Non-Banking Financial Companies. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 10,59,58,600/- comprising of 1,05,95,860 Equity Shares of Rs.10/- each. During the year under review, the Company has not issued any further shares to the members or general public. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of section 124 of the Companies Act, 2013, the declared dividend which remained unclaimed for a period of seven years has been transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 125 of the said Act. DIRECTORS The company's Board of Directors comprises six members, five of whom are Non-executive Directors and one Managing Director. The Non-executive Directors are eminent professionals with a vast experience of industry, finance and law. Meetings of the Board A calender of Meetings is prepared and circulated in advance to the Directors. During the year under review, Five Board Meetings and Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement. At its Eightieth Annual General Meeting held on 23rd August, 2014, your Company had appointed the existing Independent Directors viz., Mr. Sanjay Goenka, Mr. Subroto Lahiri, and Mr. S.S. Maheshwari as Independent Directors under the Act for a term of five years with effect from 23rd August, 2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors has re-appointed Smt. Shalini Nopay as Managing Director on 28th January, 2015 for a period of five years from January 25, 201 5 to January 24, 2020 subject to the approval of the Shareholders at their forthcoming Eighty First Annual General Meeting of the Company. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rule 8 of the Company (Appointment & Remuneration of Managerial Personnel), Rules, 2014 and all other applicable laws, the Board of Directors has appointed Mr. Lokesh Gandhi as the Company Secretary and Compliance Officer (KMP) of the Comapny w.e.f. 1st November, 2014. Mr. Brajmohan Prasad ceased to be Company Secretary and Compliance Officer of the Company w.e.f. 31st October, 2014. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner of evaluation has been explained in the Corporate Governance Report. In accordance with the provisions of Section 152 of the Companies Act, 201 3 and in terms of the Memorandum and Articles of Association of the Company, Mr. S.K.Khandelia retire by rotation and is eligible for re-appointment at the forthcoming Eighty First Annual General Meeting. A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting and being re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notes to the Notice of the Annual General Meeting. The Board of Directors of the Company commends the appointment. Remuneration policy The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company's Website. The Policy contains, inter-alia, directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, etc. The policy is available on the website of the Company at the weblink: <http://silinvestments.in/> pdfs/RemunerationPolicy.pdf. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with 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 March 31, 2015 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 annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 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 for approval. Prior omnibus approval of the Audit Committee is obtained for the 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. The Form No. AOC-2 is annexed to this report. The Company has developed 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 at the weblink: <http://silinvestments.in/pdfs/> PolicyonRelatedPartyTransactions.pdf. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. 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. AUDITORS REPORT The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self-explanatory and in the opinion of the Directors, do not call for any further clarifications. AUDITORS Statutory Auditor The Company's Auditors, M/s. Singhi & Co., Chartered Accountants, Delhi (Reg No. 302049E) who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Internal Auditors The Board of Directors upon the recommendation of the Audit Committee of the Board on 13th May, 2015 has appointed M/s J. N. Khandelwal & Co., Chartered Accountants (Reg. No. 073744) as Internal Auditors of the Company. They have confirmed their eligibility and has granted consent to act as Internal Auditors of the Company. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. R. Chouhan & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The Audit Report annexed along with observations of the Auditor is self-explanatory and, does not call for any further clarification. PARTICULARS OF EMPLOYEES Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure V". Further, during the year 2014-15, no employee was in the receipt of remuneration as is required to be disclosed under Section 197 of Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Also, pursuant to Clause 32 of the Listing Agreement, the particulars of Loans/advances given to Subsidiaries have been disclosed in the notes to the Financial Statements. RISK MANAGEMENT As required under clause 49 of the Listing Agreement, 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 Audit Committee and the Board of Directors review the Risk Management Strategy of the company to ensure effectiveness of the Risk management policy and procedures. Board of Directors of the company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended. During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted; and is in place. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Company has adequate internal control system commensurate with its size and nature of business. Conforming to the requirements of the regulatory authorities such as the RBI and the SEBI and consistent with the requirements of the Listing agreements with the Stock Exchanges, the company has institutionalized an elaborate system of control processes designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, reliability of financial controls and compliance with applicable laws and regulations. The Internal Auditors are mandated to carry out periodical audit and report on areas of non-compliances/ weaknesses. Corrective actions in case of reported deficiencies, if any, are taken actively to further strengthen the internal control systems. These reports are reviewed by the Audit Committee of the Board of Directors for follow-up action, and instructions are issued for taking necessary measures. 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 Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are 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 on Accounts and form part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The company was granted certificate of registration as an NBFC-ND-SI w.e.f. 22.05.2009 by RBI, Jaipur. Since then, company has been operating successfully in this space, under overall superintendence and regulation of the regulatory authority. The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section "Annexure- I" forming part of the Annual Report. CORPORATE GOVERNANCE Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Company fully complies with the governance practices as enunciated in the Listing Agreement. As per the revised Clause 49 of the Listing Agreement with stock exchanges, and the requirements set out by the Securities and Exchange Board of India, the Company has implemented all the stipulations prescribed. The Company has adopted a Code of Conduct, which is applicable to the Board members and senior management, in accordance with the recently enacted statutory changes. The Company fully complies with the governance practices as enunciated in the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements forms a part of this report as "Annexure II". The requisite Certificate from the Statutory Auditors of the Company, M/s Singhi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to the Report on Corporate Governance. The General Shareholders Information annexed to the Report forms a part of the Report. CORPORATE SOCIAL RESPONSIBILITY Your Company had formed a Corporate Social Responsibility ("CSR") Committee in conformity with Section 135 of the Companies Act, 2013 and Rules made thereunder to oversee the CSR Activities initiated by the Company during the financial year under review. The Company is in the process of identifying suitable projects for its CSR spend. In the future the Company will participate in projects for promotion of sports, cultural and social activities, construction of roads and drains etc. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The CSR Committee had 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 Companies Act, 2013 which may be accessed on the Company's website at the link: <http://> silinvestments.in/pdfs/CSR%20Policy.pdf. A report on CSR activities as prescribed under the Companies Act, 2013 and Rules made thereunder is annexed herewith as "Annexure III". PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 201 3 ('Act') and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints were filed with the Company. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure IV". COMPLIANCE OF ACCOUNTING STANDARDS. As per requirements of the Listing Agreement with Stock Exchanges and Accounting Standards of the Institute of Chartered Accountant of India, your Company has made proper disclosures in financial statements in respect of Consolidated Financial Statements, Related Party Transactions and Deferred Taxation. The applicable Accounting Standards Rules have been duly adopted in pursuance to the provision of Section 129 and section 133 of the Companies Act, 2013. CONSOLIDATED FINANCIAL STATEMENTS The Audited Consolidated financial statements based on the Financial Statements received from Subsidiaries, as approved by their respective Board of Directors have been prepared in accordance with the Accounting Standard-21 (AS-21) on 'Consolidated Financial Statements read with Accounting Standard-23 (AS-23) on 'Accounting for Investments in Associates' notified under section 133 of the Companies Act, 2013, read with Companies (Accounting Standards) Rules, 2006, as applicable. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including financial institutions and banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review. Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards 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 Chairman Dated: 13th May, 2015 Place : Kolkata |