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Directors Report of Shirpur Gold Refinery Ltd.

Mar 31, 2013

To The Members of SHIRPUR GOLD REFINERY LIMITED

The Directors take pleasure in presenting the 28th Annual Report of your Company together with Audited Financial Statements for the year ended 31st March 2013.

FINANCIAL PERFORMANCE

The financial performance of operations of your Company during the Financial Year 2012-13 is summarized in the following table:

(Rs.Millions) Particulars For the year ended

31st March 2013 31st March 2012

Total Revenue 40,486.71 25,554.27

Total Expenses 39,992.07 25,442.95

Operating Profit 494.64 111.32

Finance Cost 313.57 105.75

Depreciation and Amortisation Expenses 163.40 164.11

ProfiV (Loss) before Tax 17.67 (158.56)

Deferred Tax Assets 5.13 16.99

Profit / (Loss) after Tax 22.80 (141.57)

Balance Brought Forward from Previous Year (464.58) (323.01)

Balance Carried To Balance Sheet (441.78) (464.58)

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

BUSINESS OVERVIEW

Your Company''s products viz., Gold Bars and Gold Jewelry are well established in the market. The Company has introduced "Gold Coins" which is also well accepted in the markets. The products of your Company meet the stringent quality standards of purity, weighment, shape, size and aesthetic look.

The efficient performance of the Company has resulted in a turnover of ^/Millions 40,467.09 in FY 2013. Despite fluctuating and rising prices, the demand for gold continues to rise since it is considered as the best investment and has customs and traditional values in Indian society. Considering the Gold consumption, your Company has planned to spread its marketing network throughout India.

SUBSIDIARY COMPANIES

Your Company has been rigorously pursuing its growth plans. Your Company has already initiated positive steps in this direction and as on the date of this Report, the company has formed two wholly owned Subsidiary Companies one in Singapore on 27th February 2013 viz, Shirpur Gold Mining Company Pvt Ltd and second in Dubai on 2nd April 2013 viz, Shirpur Gold Trading, DMCC to facilitate procurement of raw material supply for the business of the Company and other related activities in precious metal trading.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58 A and Section 58 AA of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement(s) with the Stock Exchanges. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s. B. S. Sharma and Co., Chartered Accountants, Mumbai, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIRECTORS

As per the provisions of the Companies Act, 1956 read with Article 89 of the Articles of Association, Mr. Anish Goel retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Your Board has recommended his re-appointment.

Brief Profile of the Director proposed to be appointed /re-appointed has been included in the Report on the Corporate Governance forming part of the Annual Report.

During the year under review, Mr. Milind Pradhan, resigned from the position of Manager with effect from 12th October 2012. In compliance with Section 269 of the Companies Act, 1956, your Board has appointed Mr. Subhash Pareek as Manager of the Company for a period of three years with effect from 5th November 2012. The Proposal seeking members approval for appointment and payment of remuneration to Mr. Subhash Pareek as Manager of the Company forms part of the Notice of ensuring Annual General Meeting.

STATUTORY AUDITORS

Statutory Auditors, M/s. B. S. Sharma and Co., Chartered Accountants, having Firm Registration No. 128249W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received communication from the Statutory Auditors confirming that (i) their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956; (ii) they are not disqualified for re-appointment within the meaning of Section 226 of the said Act; and (iii) they have been provided a valid certificate from the Peer Review Board of the Institute of Chartered Accountants of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required u/s. 217(l)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder:

I. Energy Conservation and Technology Absorption:

Details of energy conservation, technology absorption by the Company along with the information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 has been given in Annexure- A forming part of this Annual Report.

II. Foreign Exchange Earning and Outgo:

Particulars of Foreign exchange earnings and outgo during the year under review are given in Note No.35 and 36 to the Notes to the Accounts forming part of Financial Statements.

PARTICULARS OF EMPLOYEES

Your Company has not employed any person whose remuneration is equal to or above the monetary limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Financial Statements for the year ended 31st March 2013, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year ended 31st March 2013;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Financial Statements on a going concern basis.

ACKNOWLEDGEMENTS

We sincerely thank all our investors, customers, suppliers, bankers, business partners/ associates, financial institutions and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our deep appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the company''s growth and progress.

For and on behalf of the Board

Place : Mumbai Amit Goenka

Date : 30th May 2013 Chairman


Mar 31, 2012

To The Members of SHIRPUR GOLD REFINERY LIMITED

The Directors take pleasure in presenting the 27th Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL PERFORMANCE

(Rs.in Millions)

Particulars For the year ended

31st March, 2012 31st March, 2011

Revenue from Operations 25546.97 1980.00

Other Revenue 43.58 17.36

Total Revenue 25590.55 1997.36

Total Expenses 25444.89 2043.30

Operating Profit/ (Loss) 145.66 (45.94)

Finance Cost 140.11 23.91

Depreciation 162.84 163.48

Amortisation Expenses 1.27 1.27

Profit/ (Loss) before Tax (158.56) (234.60)

Deferred Tax Assets 16.99 13.02

Profit / (Loss) after Tax (141.57) (221.58)

Balance Brought Forward from Previous Year (323.01) (101.43)

Balance Carried To Balance Sheet (464.58) (323.01)

DIVIDEND

In view of the losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

TURNOVER & PROFITS

The Directors inform you that during the financial year ended 31st March 2012, the sales increased from Rs. 1980 Millions to Rs.25546.97 Millions showing a substantial increase of 1190.25% over previous year. Your Company has seen the turnaround during this year and has registered operating profit of Rs.145.66 Millions as against operating loss of Rs.45.94 Millions in the previous year. The Loss before tax stood at Rs. 158.56 Millions as against Rs. 234.60 Millions in the previous year which shows a reduction in loss by 32.41%.

BUSINESS OVERVIEW

Your company's products viz., Gold Bars are well established in the market. The Company has introduced new product "Gold Jewellery" which is also well accepted in domestic as well as international markets. The products of your Company meet the stringent quality standards of purity, weighment, shape, size and aesthetic look. The efficient performance of the Company has resulted in a turnover of Rs.25546.97 Millions in FY 2012. Despite fuctuating and rising prices, the demand for gold continues to rise since it is considered as the best investment and has customs and traditional values in Indian society. Considering the Gold consumption, your company has planned to spread its marketing network throughout India. During the last quarter of the financial year under review, your company has successfully started exports. As per the customs notification, the Company is also permitted to import gold dore directly from the mines which would result in cost saving.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement(s) with the Stock Exchanges. Report on Corporate Governance as stipulated under the Listing Agreement(s) with Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s. B. S. Sharma & Co., Chartered Accountants, Mumbai, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIRECTORS

Mr. Amit Goenka, Mr. Anish Goel and Mr. V. K. Agarawal continue to remain Directors of the Company. As per the provisions of the Companies Act, 1956 read with Article 89 of the Articles of Association, Mr. V. K. Agarawal retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Sriprakash Goenka, resigned as Non-Executive Independent Director of your Company with effect from 9th May, 2012. Your Board places on record its deep appreciation for the contributions made by Mr. Sriprakash Goenka during his tenure as the Director of the Company.

Mr. Hemendra N. Shah was appointed as Non-Executive Independent Director with effect from 9th May, 2012. However, the office of Directorship of Mr. Hemendra N. Shah was vacated due to his untimely death on 12th May, 2012.

Mr. Manoj Agarwal was appointed as an Additional Director, with effect from 28th June 2012. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Manoj Agarwal hold office up to conclusion of the ensuing Annual General Meeting of the Company. The Company has received appropriate notices under Section 257 of the Companies Act, 1956 along with requisite deposits, proposing the candidature of Mr. Manoj Agarwal for the office of Director.

Brief Profle of the Director proposed to be appointed/re-appointed has been included in the Report on the Corporate Governance forming part of the Annual Report.

AUDITORS & AUDITORS' REPORT

Statutory Auditors, M/s. B. S. Sharma & Co., Chartered Accountants, having Firm Registration No. 128249W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible, for re-appointment.

The Company has received communication from the Statutory Auditors confirming that their appointment if made would be within limits prescribed under Section 224(1)(b) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

I. Energy Conservation and Technology Absorption :

Details of energy conservation, technology absorption by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 has been given in Annexure - A.

II. Foreign Exchange Earning and Outgo :

Particulars of Foreign exchange earnings and outgo during the year under review are given in Note No.35 & 36 to the Notes to the Accounts forming part of Annual Accounts.

PARTICULARS OF EMPLOYEES

There is no employee drawing the salary in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence, the information in this regard is NIL.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that :-

(i) in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial year and of the loss of the Company for the financial year;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Government Authorities, Bankers, Financial Institutions and various stake holders.

For and on behalf of the Board

Place : Mumbai Amit Goenka

Date : 28th June 2012 Chairman


Mar 31, 2010

The Directors take pleasure in presenting the Twenty Fifth Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL PERFORMANCE (figures in Rs. in 000)

For the Year Ended March 31

Particulars 2010 2009

Sales & Services - -

Other Income 22988 488

Total Income 22988 488

Total Expenses 14418 10366

Operating Profit/(Loss) 8570 (9878)

Less: Finance Cost 36 -

Less: Depreciation 164308 166262

Profit/(Loss) before Tax & Exceptional Item (155774) (176140)

Provision for Taxation (Net) - 75

Deferred Tax 54343 -

ProfiV(Loss) after Tax (101431) (176215)

Add: Balance Brought Forward from Previous Year - (1328895)

Balance Carried To Balance Sheet (101431) (1505110)

BUSINESS OVERVIEW

Shirpur Gold Refinery Limited (SGRL) is the largest gold and silver refinery in India with installed refining capacity of 217 TPA of gold and silver respectively.

Pursuant to the take over of the Company by Essel Group, necessary repairs, up-gradation of technology, renovations, replacements and services to the plant and equipment were carried out at the refinery. The Company recruited engineers, technicians and others for all critical stations. Training was provided to all workmen to perform at their optimum level. The refinery commenced its operation from July 2010. The Company would be manufacturing 100 gm and 1 kilo gold bars and hope to achieve fair business in the year 2010-11.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

The Board of Directors of the Company at its meeting held on 15th December, 2009, had subject to requisite statutory and regulatory sanctions, approved a scheme of arrangement between Kala Kosh Auctions Private Limited and the Company and their respective shareholders and creditors under Sections 391-394 of the Companies Act, 1956. The Honble Bombay High Court has sanctioned the scheme vide its order dated June 11, 2010 (in Company Scheme Petition No. 186) with the Appointed date as April 1, 2009. The said Scheme has become effective on July 20, 2010. As part of the aforesaid Scheme, Kala Kosh Auctions Private Limited (KKAPL) amalgamated with the Company and in consideration of the Amalgamation, the Company had issued and allotted on September 10, 2010, 1,35,74,702 equity shares of Rs. 10/- each to the shareholders of Kala Kosh Auctions Private Limited in the ratio of 152 fully paid equity shares of Rs. 10 each of the Company for every 100 equity shares of Rs. 10 each in Kala Kosh Auctions Private Limited.

Since KKAPL was a subsidiary of Jayneer Capital P. Ltd (JCPL) the said allotment of equity shares under the scheme had increased JCPLs shareholding percentage to 72.71 % thereby making the Company as its subsidiary.

Also as per the above Scheme, Authorised Capital of the Company stood automatically increased to Rs. 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 3,50,00,000 equity shares of Rs. 10 each.

DIVIDEND

In view of the losses during the year, your Directors do not recommend any dividend on Equity Shares for the year under review.

DIRECTORS

Mr. Anish Goel and Mr. Sriprakash Goenka continued to remain Directors of the Company. As per the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Anish Goel retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Sanjay Jain and Mr. Sanjay Gupta resigned from the Board of Directors with effect from January 5, 2010 and May 15, 2010 respectively. The Board placed on record its appreciation for the contributions made by Mr. Sanjay Jain and Mr. Sanjay Gupta during their tenure as the Directors of the Company.

Mr. V. K. Agarawal and Mr. Himanshu Mody were appointed as an Additional Directors, with effect from January 18, 2010. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. V. K. Agarawal and Mr. Himanshu Mody hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received appropriate notices under Section 257 of the Companies Act, 1956 along with requisite deposits, proposing the candidature of Mr. V. K. Agarawal and Mr. Himanshu Mody for the office of Director, liable to retire by rotation.

Brief Profile of the Directors proposed to be appointed/re-appointed has been included in the Report on the Corporate Governance forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A separate section titled Corporate Governance together with the certificate from M/s. B. S. Sharma & Co., Chartered Accountants, Statutory Auditors of the Company confirming compliance with the requirements of Clause 49 of the Listing Agreement(s) with the Stock Exchanges, as also a Management Discussion and Analysis Statement, forms part of the Annual Report.

AUDITORS

M/s. B. S. Sharma & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the limits specified under Section 224(1 B) of the Companies Act, 1956.

Auditors have referred to certain notes in their report. Since they are self explanatory they do not call for any elucidation, except in connection with note No. 11 (a) relating to non-fulfillment of export obligation under EPCG Scheme, your company has approached the concerned ministry with underlying justified reasons, for extension of time to enable fulfillment of exports commitment. The decision on the request is awaited.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

I. Energy Conservation and Technology Absorption:

During the year under review, the Company has not carried out any activities involving conservation of energy and technology absorption and therefore the particulars to be mentioned under this item is NIL.

II. Foreign Exchange Earning and Outgo:

Foreign exchange earnings and outgo during the year under review is NIL.

DEMATERIALISATION OF SECURITIES

Your Company has achieved dematerialisation level of 99.48% of the total number of equity shares being held in the electronic mode with both the depositories and the transactions are being duly monitored by the Company by way of reports from the Company appointed Registrar and Share Transfer Agents.

PARTICULARS OF EMPLOYEES

There are no employees drawing salary in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 217(2AA) of the Companies Act, 1956 in relation to Annual Statement of Accounts for the financial year 2009-10, your Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed and there are no material departures;

b) your Directors had selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2010 and the loss of the Company for that year;

c) your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) these accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, Bankers, Financial Institutions and various stake holders.

For and on behalf of the Board

Place: Mumbai V.K. Agarawal Himanshu Mody

Date : October 14,2010 Director Director

 
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