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Directors Report of Shirpur Gold Refinery Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To

The Members of

SHIRPUR GOLD REFINERY LIMITED

The Directors take pleasure in presenting the 33rd Annual Report of your Company together with Audited Statement of Accounts for the year ended 31st March 2018.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2017-2018, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, 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; and

c) Proper and sufficient care has been taken for 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) Requisite Internal Financial Controls had been laid down and that such internal financial controls are adequate and were operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the Financial Year 2017-18 is summarized in the following table:

(Rs, in Millions)

Particulars

Standalone - Year Ended

Consolidated - Year Ended

31.03.2018

31.03.2017

31.03.2018

31.03.2017

Total Revenue

19,539.06

17,101.47

52,973.41

49,590.46

Total Expenses

19,489.08

17,019.98

52,810.52

49,530.83

Profit before Tax

49.98

81.49

162.89

59.63

Less : Current Tax

(10.19)

(17.07)

(10.19)

(17.07)

Deferred Tax

(9.39)

(16.17)

(9.39)

(16.17)

Profit after Tax

30.40

48.25

143.31

26.39

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and working effectively during financial year 2017-18.

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.

TURNOVER AND COMPANY PERFORMANCE

The total revenue for the financial year under review was Rs, 19,539.06 Millions as against Rs, 17,101.47 Millions showing increase of 14 % over previous year. Your Company has registered the Net Profit before tax of Rs, 49.98 Millions as against Rs, 81.49 Millions in the previous financial year. The Profit after tax stood at Rs, 30.40 Million as compared to? 48.25 Millions in the previous financial year.

BUSINESS OVERVIEW

Your company''s products viz., Gold Bars and Gold Jewellery are well established in the market. The Company is selling products under ''Zee Gold'' which is well known brand. The products of your Company meet the stringent quality standards of purity, weighment, shape, size and aesthetic look.

BUSINESS EXCELLENCE & RECOGNISITON

- The Company was awarded with Bureau of Indian Standards (BIS) certificate for use BIS hallmark, one of the requirements for participating in the Gold Monetization Scheme.

- The Company is holding ISO 9001: 2015, ISO 14001:2015 and OHSAS 18001:2007 standard certificate for Gold Refinery.

SUBSIDIARIES INTERNATIONAL OPERATIONS

As at March 31, 2018, your Company had 2 Wholly Owned Subsidiaries namely, Zee Gold DMCC, Dubai ("Zee Gold") and Shirpur Gold Mining Company Private Limited, Singapore ("Shirpur Gold Mining"). and 2 step down subsidiaries namely ''Precious Metals Mining and Refining Limited''("PMMRL"), Papua New Guinea and Metalli Exploration And Mining, Mali.

During the year under review,''Zee Gold''Dubai subsidiary acquired 70% of the shareholding in Metalli Exploration And Mining, Mali ("MEAM") for Gold Mines located at Mali and consequent upon the said acquisition by Zee Gold, MEAM became step down subsidiary of the Company. Apart from the above, the Company has neither formed any new subsidiary, associate or Joint venture nor any company ceased to be subsidiary, ''Shirpur Gold Mining'', and ''MEAM'', subsidiaries of the Company are yet to commence their operations.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of each of the subsidiaries is annexed to this report.

Further as per 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 the subsidiaries are available on the website of the Company www.shirpurgold.com. These documents will also be available for inspection during business hours on all working days (except Saturday) at the Corporate Office of the Company.

CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholder value on a sustained basis, your Company has adopted Corporate Governance practices strictly complying with the requirements of Securities & Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations"), applicable provisions of the Companies Act,2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

A detailed Report on Corporate Governance as per requirement of Listing Regulations along with the Certificate issued by the Statutory Auditors confirming the compliance of the provisions of the Corporate Governance, is attached and forms part of this Annual Report. Management''s Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations is presented in a separate section forming part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company''s corporate website www.shirpurgold.com. Additionally, Directors Familiarization Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company''s corporate website www.shirpurgold.com.

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As at March 31,2018, Your Board comprised of 5 Directors including 3 Independent Directors and 2 Non-Executive Directors.

Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2017-18, your Board met 4 (Four) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Amit Goenka, Promoter Director resigned with effect from December 4,2017.

Further at the meeting held on December 4,2017, your Board had, based on the recommendation of Nomination and Remuneration Committee, appointed Mr. Mukund Galgali & Mr.Dinesh Kanodia as additional Non Executive Non Independent Directors of the Company, liable to retire by rotation. As per 161 of the Companies Act,2013, Mr.Mukund Galgali and Mr. Dinesh Kanodia shall hold office till ensuing Annual General Meeting. The Company has received notice from members proposing appointment of Mr.Mukund Galgali and Mr. Dinesh Kanodia as Directors and requisite proposals seeking your approval for their appointment as Directors forms part of the Notice of ensuing Annual General Meeting. Your Board recommends these proposals for approval of shareholders.

Additionally, the Notice of the ensuing Annual General Meeting, includes proposals, for re-appointment of Mr. Anish Goel and Mr.Manoj Agarwal, for second term as Independent Directors of the Company, not liable to retire by rotation, for a period of 5 years on expiry of their current term on March 31,2019. Based on the performance evaluation and after review of confirmation(s) of continuity of compliance with the criteria of independence under applicable regulations, your Board recommends re-appointment of Mr. Anish Goel and Mr.Manoj Agarwal as Independent Directors for second term for approval of shareholders.

At the 30th annual general meeting of the Company held on 15th September,2015, members had approved appointment of Mr. Subhash Pareek as ''Manager'' and key managerial personnel of the Company pursuant to Section 196,197,198 and 203 read with Schedule V and other applicable provisions of the Companies Act,2013 for a period of three years w.e.f. 5th November,2015. His current term of appointment shall expire on 4thNovember,2018.

Your Board, based on the performance evaluation of Mr. Subhash Pareek, recommends re-appointment of Mr.Subhash Pareek as ''Manager'' for a further period of three (3) years effective from November 5, 2018 until November 4,2021 on such terms and conditions including proposed remuneration as approved by the Nomination and Remuneration Committee.

In compliance with the requirements of Section 203 of Companies Act,2013, Mr.Subash Pareek, Manager, Ms. Archita Kothari, CFO and Mr. Shyamal Padhiar, Company Secretary continue as Key Managerial Personnel of the Company.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated it''s performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each directors etc.

BOARD COMMITTES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.shirpurgold.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

A detailed report on Corporate Social Responsibility, in compliance with the requirements of Companies Act,2013, is annexed to this report.

AUDITORS

Statutory Audit

The Statutory Auditors M/s B.S.Sharma and Co., Chartered Accountants, Mumbai, having Firm Registration No 128249W, has carried out Statutory Audit of the Company for the financial year 2017-18 who holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014.

Your Board is of the opinion that continuation of M/s. B. S. Sharma and Co., Statutory Auditors for the FY 2018-19 will be in the best interests of the Company and therefore, Members are requested to ratify their re-appointment to carry out the statutory audit for the financial year ended on March 31,2019. The re-appointment proposed is in compliance of the provisions of Section 139 and prescribed Rules of the Companies Act,2013.

Secretarial Audit

In compliance with the provisions of Section 204 of the Companies Act,2013, the Company has appointed Mrs. Mita Sanghavi, Practicing Company Secretary (CP No. 6364)as secretarial auditor of the Company for the financial year 2017-18. A copy of secretarial audit report is annexed to this report.

The reports of the Statutory Audit & the Secretarial Audit for the year ended March 31, 2018, do not contain any qualifications / reservations. During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca)of the Act.

DISCLOSURES : I. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186

The details of loans, investments and guarantee as required u/s 186(4) of the Companies Act,2013 are annexed to the Directors report.

II. RELATED PARTY TRANSACTIONS

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis.

All the related parties transactions entered by the Company during the financial year under review were on arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act,2013 and Listing Regulations. During FY 2017-18, there were no materially significant Related Party Transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

During the FY 2017-18,there were no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly transactions required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013 is NIL.

III. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company has adequate internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

IV. EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

V. SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder. During the year under review, no complaint on sexual harassment was received by the Company.

VI. REGULATORY ORDERS

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

VII. DEPOSITS & UNCLAIMED SHARES

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014, was remained unpaid or unclaimed as at the end of the year 31st March,2018.

As at March 31,2018, your Company do not have any unclaimed shares / dividend hence the provisions of the Investor Education and Protection Fund Rules are not applicable to the company.

VIII. INSURANCE & RISK MANAGEMENT

The Company has obtained adequate insurance on all of it''s fixed and other assets. The Company has identified the potential risks against the business of the Company and taking proper safeguards to mitigate / minimize the risks. The detailed analysis of the Risk elements are discussed under the ''Management analysis and Discussion Report''

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis of the State of Company''s affairs / developments is discussed under Management Discussion and Analysis section of Directors'' report.

HEALTH, SAFETY & ENVIRONMENT PROTECTION

The Company is operating it''s plant in a manner which endeavors protection of health / safety of workers and environment. The Company is using eco-friendly technology and manufacturing facilities at it''s plant to ensure workers safety and health. The'' Green'' initiatives taken by the Company by plantation of trees at plant site are one of the best examples of protecting environment. The Company is in compliance with all the applicable labour and environmental laws.

PARTICULARS OF EMPLOYEES

The Company has maintained cordial relations with it''s employees and workers. The Company has taken adequate steps to ensure safety and welfare of all it''s employees at plant and other places.

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. None of the employee of the Company is in receipt of remuneration of Rs, 1.02 Crores per annum/ Rs 8.50 Lacs per month or more during the FY 2017-18. The information required under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

I n compliance with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial Statements along with other reports are sent to every member of the Company, excluding the information on employees'' particulars, which is available for inspection at the Corporate Office of the company during working day (except Saturday) up to the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary.

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

The information required u/s. 217(1)(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 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 is annexed to this report.

II. Foreign Exchange Earning and Outgo :

Particulars of foreign currency earnings and outgo during the year are given in Note 37 & 38 to Standalone Financial Statement.

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, Mukund Galgali

Date : May 29, 2018 Chairman


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, 2011

The Members of SHIRPUR GOLD REFINERY LIMITED

The Directors take pleasure in presenting the Twenty Six Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL PERFORMANCE (figures in Rs.in '000)

Particulars For the year ended For the year ended 31st March, 2011 31st March, 2010

Sales 1980004 —

Other Income 17361 22988

Total Income 1997365 22988

Total Expenses 2043303 13980

Operating Profit/ (Loss) (45938) 9008

Less : Finance Cost 23910 20

Less : Depreciation 163482 164308

Less : Prior Period Expenses — 454

Less : Preliminary Expenses written off 1266 —

Profit/ (Loss) before Tax (234596) (155774)

Provision for Taxation (Net) — —

Add : Deferred Tax Assets 13015 54343

Profit / (Loss) after Tax (221581) (101431)

Add : Balance Brought Forward from Previous Year (101431) —

Balance Carried To Balance Sheet (323012) (101431)

BUSINESS OVERVIEW

Business operations of your Company were re-started on 15th July, 2010. Your company's product viz., Gold Bars, was well received in the market in Maharashatra and has resulted in a turnover of Rs. 198 Crores till the year end. However, due to initial costs of such re-start of operations, overheads, competitive market, wide fluctuations in the international gold prices and thin margins on the finished Gold bars resulted in a operating loss of Rs. 4.59 Crores. The products of your company meet the stringent quality and weighment parameters. Despite fluctuating and rising prices, the demand for gold continues to be rising, except for an intermittent sluggish uptake, since it is considered as the best investment and has customs and traditional values in Indian societies. Considering the Gold consumption, your company has already entered Gujarat and has planned to spread its marketing network throughout India.

FUTURE OUTLOOK

Mining ventures

India has been the top importer of gold for several years and the Indian government is concerned over its over- dependence on imports for its bullion needs. India is estimated to have 14,000 tonnes of gold reserves which should be accelerated by 20,000 tonnes in next three years. A new legislation on mining is soon going to be in place as India plans to implement the same which is aimed to help increase the mining sector's contribution to its economy. The new laws will play a major part in doubling the amount contributed by the mining industry, which includes Gold mining firms – to a minimum of four percent in five years' time.

With the positive indication of the Government towards mining sector and to achieve economies of scale in our business, the Company has set in motion efforts to locate, evaluate and if viable, take up mining ventures as a backward integration to its refining operations. Your Company is seeking an opportunity to have Gold Mine in India as well as in foreign countries, primarily African region, which is known for its gold deposits. After due assessment of the mines and on finding its prospective nature, such mining projects would be in place.

Minting Line

India has seen a paradigm shift in gold consumption from traditional jewellery to investment demand of coins and bars. The growth for the last few years has been exponential with the figure reaching approx. 35 tons.

Your Company being in the business of refining and fabrication of bars sees this opportunity as logical expansion of its existing product lines by setting up a minting facility. The state of the art minting facility being set up would be able to fabricate / mint coins of worlds standards. Your Company sees this addition of product line as a huge potential for growth for the coming at least five years and is well placed to take advantage of this emerging and growing market. Your Company has plans of minting coins to cater to the need of markets across the country with products of all sizes and denominations.

Jewellery

The jewellery industry occupies an important position in the Indian economy. It is a leading foreign exchange earner, as well as one of the fastest growing industries in the country. Gold jewellery forms around 80 per cent of the Indian jewellery market, with the balance comprising fabricated studded jewellery that includes diamond and gemstone studded jewellery. A predominant portion of the gold jewellery manufactured in India is consumed in the domestic market. Jewellery is one of the fastest growing sectors in the Indian economy with an annual growth rate of approximately 15 per cent. The Indian jewellery market is one of the largest in the world, with a market size of $13 billion. It is second only to the US market of $ 40 billion and is followed by China at $11 billion.

As forward integration plan, your Company intends to enter into the jewellery space which offers good opportunities for growth both in local and international market

Dealer Network

Your Company intends to gradually increase its foot prints across all gold consuming centers in the Country. For this purpose, a wide dealer network has to be in place in a phased manner depending on the nature of consumption of gold in different part of the Country. Keeping this in view, your Company has opened a branch office in Ahmedabad and is taking necessary steps to increase the branch offices in other parts of the Country.

DIVIDEND

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

DIRECTORS

Mr. Anish Goel, Mr. Sriprakash Goenka and Mr.V.K.Agarawal continued 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. Sriprakash Goenka retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Himanshu Mody resigned from the Board of Directors with effect from 26.04.2011. The Board places on record its appreciation for the contributions made by Mr. Himanshu Mody during his tenure as a Director of the Company. Mr. Amit Goenka was appointed as an Additional Director, with effect from 26.04.2011. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr.Amit Goenka hold office only 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.Amit Goenka for the office of Director.

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.

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, 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, the 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(1B) of the Companies Act, 1956.

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.

DEMATERIALISATION OF SECURITIES

Your Company has achieved high level of dematerialization with 99.76% of the total number of Equity Shares being held in the electronic mode with both the depositories NSDL and CDSL and the transactions are being duly monitored by the Company by way of reports from appointed Registrar and Share Transfer Agents — Sharepro Services (India) Pvt. Ltd.

PARTICULARS OF EMPLOYEES

There is no employee drawing the salary in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence, no information is reported in this report.

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 :–

a) in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable Accounting Standards have been followed and there are no material departures;

b) 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 for the year ended March 31, 2011 and the loss of the Company for that period;

c) 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

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

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 Schedule 18 Note 9(VI) to the Notes to the Accounts forming part of Annual Accounts.

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

Amit Goenka V. K. Agarawal Director Director

Place : Mumbai Date : 06.07.2011


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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