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Directors Report of Sky Gold and Diamonds Ltd.
Mar 31, 2025
Your Directors have the pleasure of presenting the 17th Annual Report of the Company together with the Audited
Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2025.
In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report
covers the financial results and other developments during the financial year from April 1, 2024 to March 31, 2025, in
respect of the Company and its subsidiaries.
FINANCIAL RESULTS - OVERVIEW
The Company''s financial performance during the year ended March 31,2025, as compared to the previous financial year,
is summarized below:
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from operations |
2,92,493.16 |
1,74,548.42 |
3,54,801.96 |
1,74,548.42 |
|
Other Income |
2,858.71 |
373.95 |
3,295.71 |
373.95 |
|
Total Income |
2,95,351.88 |
1,74,922.37 |
3,58,097.67 |
1,74,922.37 |
|
Less: Total Expenses |
2,80,764.61 |
1,69,513.55 |
3,40,675.89 |
1,69,513.55 |
|
Profit before tax |
14,587.27 |
5,408.83 |
17,421.78 |
5,408.83 |
|
Less: Income Taxes |
||||
|
Current |
3,618.00 |
1,435.00 |
4,296.71 |
1,435.00 |
|
Deferred |
(112.23) |
(56.35) |
(119.26) |
(56.35) |
|
Income Tax of earlier years w/off |
(32.65) |
(17.93) |
(21.20) |
(17.93) |
|
Profit after Tax |
11,114.14 |
4,048.11 |
13,265.53 |
4,048.11 |
|
Other comprehensive (expenses) /income for the year, net |
96.39 |
(147.74) |
27.52 |
(147.74) |
|
Total comprehensive income for the year |
11,210.53 |
3,900.37 |
13,293.05 |
3,900.37 |
|
Earnings per equity share (face value of Rs. 10 each) |
||||
|
- Basic (in Rs.) |
7.98 |
3.52 |
9.52 |
3.52 |
|
- Diluted (in Rs.) |
7.91 |
3.50 |
9.44 |
3.50 |
The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have
been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and
as amended from time to time.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
Highlights of the Company''s financial performance for the year ended March 31, 2025, and March 31, 2024, are as
under:
Standalone
⢠Value of sales and services for the Financial Year ended March 31,2025, is Rs. 2,92,493.16 lakhs, and for Financial Year
ended March 31,2024, is Rs. 1,74,548.42 lakhs;
⢠EBITDA for the Financial Year ended March 31,2025, is Rs. 14,587.27 lakhs, and for Financial Year ended March 31,2024,
is Rs. 5,408.83 lakhs;
⢠Net Profit for the Financial Year ended March 31, 2025 is Rs. 11,114.14 lakhs, and for the Financial Year ended
March 31, 2024, is Rs. 4,048.11 lakhs.
Consolidated
⢠Value of sales and services for the Financial Year ended March 31,2025, is Rs. 3,54,801.96 lakhs, and for Financial Year
ended March 31,2024, is Rs. 1,74,548.42 lakhs;
⢠EBITDA for the Financial Year ended March 31,2025, is Rs. 17,421.78 lakhs, and for Financial Year ended March 31,2024,
is Rs. 5,408.83 lakhs;
⢠Net Profit for the Financial Year ended March 31, 2025, is Rs. 13,265.53 lakhs, and for the Financial Year ended
March 31,2024, is Rs. 4,048.11 lakhs.
OPERATIONS & MATERIAL CHANGES:
Sky Gold and Diamonds Limited continues to be engaged in the business of importers, exporters, manufacturers, buyers,
sellers, dealers, distributors, wholesalers, assembles, designers, cutters, polishers, and labor jobs in all kinds of gold and
silver Jewellery.
The Company achieved a turnover of Rs. 3,54,801.96 lakhs during the year as compared to Rs. 1,74,548.42 Lakhs in the
previous year. The Company earned a Profit After Tax (PAT) of Rs. 11,114.14 Lakhs during the financial year as compared
to Rs. 4,048.11 Lakhs in the previous Financial Year.
The following Material and Important Changes occurred during the Financial Year 2024-25:
> Increase in the Authorized Share Capital
The authorised share capital of the Company was increased from Rs. 15,00,00,000/- (Rupees Fifteen Crores only)
to Rs. 20,00,00,000/- (Rupees Twenty Crores only) by an Ordinary Resolution passed at the Extraordinary General
Meeting held on July 12, 2024.
Further, the authorised share capital was again increased from Rs. 20,00,00,000/- (Rupees Twenty Crores only) to
Rs. 1,75,00,00,000/- (Rupees One Hundred Seventy-Five Crores only) by an Ordinary Resolution passed through
postal ballot on November 26, 2024.
> Pursuant to the Special Resolution passed at the Extraordinary General Meeting held on July 12, 2024, the Board
of Directors, through a resolution passed by circulation on September 5, 2024, approved the acquisition of 100%
equity shares of M/s Starmangalsutra Private Limited and M/s Sparkling Chains Private Limited by way of allotment
of 4,17,542 equity shares of the Company having a face value of Rs. 10/- each at a price of Rs. 1,197/- per equity
share (including a premium of Rs. 1,187/- per share), for consideration other than cash.
> Pursuant to the Special Resolution passed at the Extraordinary General Meeting held on July 12, 2024, the Board
of Directors, at its meeting held on June 20, 2024, considered and approved the implementation of the ''Sky Gold
Limited - Employee Stock Option Plan 2024'' ("SKY GOLD - ESOP 2024") and its extension to the employees of the
Holding Company, its Subsidiary Company(ies), Associate Company(ies), and Group Company(ies) (present and
future).
> Pursuant to the approval of the Management Committee of the Board of Directors of the Company, through
a resolution passed at its meeting held on September 9, 2024, the Company has considered and approved
an investment by way of subscription to the Rights Issue of M/s Starmangalsutra Private Limited and
M/s Sparkling Chains Private Limited, wholly owned subsidiaries of the Company, representing 12,376 and 11,415
equity shares respectively, at a price of Rs. 13,140/- per equity share (including a premium of Rs. 13,130/- per equity
share).
> Pursuant to the approval of the Board of Directors of the Company at its meeting held on August 9, 2024, and the
approval of the shareholders of the Company by way of a special resolution passed on September 2, 2024, the QIP
Committee of the Company, at its meeting held on October 17, 2024, has considered and approved the issue and
allotment of 9,99,259 equity shares to eligible Qualified Institutional Buyers (QIBs) at an issue price of Rs. 2,702/-
per equity share (including a premium of Rs. 2,692/- per equity share), which includes a discount of Rs. 141.22 per
share, i.e., 4.96% of the floor price, as determined in terms of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018.
> Pursuant to the resolution passed by the members through postal ballot on November 26, 2024, and the approval
of the Board at its meeting held on October 26, 2024, the Board has considered and approved the issuance of
bonus equity shares in the proportion of 9:1, i.e., 9 (nine) new fully paid-up bonus equity shares of Rs. 10/- (Rupees
Ten only) each for every 1 (one) existing fully paid-up equity share of Rs. 10/- (Rupees Ten only) each.
Further, the Board of Directors, through a resolution passed by circulation on December 17, 2024, has allotted
13,18,86,054 equity shares of Rs. 10/- each as fully paid-up bonus equity shares, in the proportion of 9:1, to the
eligible members of the Company whose names appeared in the Register of Members / Register of Beneficial
Owners as on December 16, 2024, the ''Record Date'' fixed for this purpose.
> The Board, at its meeting held on January 17, 2025, has considered and approved the allotment of 1,58,750 equity
shares of face value Rs. 10/- each, which includes 15,875 equity shares allotted pursuant to the conversion of
15,875 warrants allotted on December 7, 2023. Additionally, 1,42,875 equity shares of face value Rs. 10/- each were
allotted under the bonus issue with respect to the reservation made on November 26, 2024, via postal ballot, for
the warrant holders to exercise the option of conversion of warrants into equity shares.
> The Nomination and Remuneration Committee of the Company, at its meeting held on February 3, 2025, has
considered and approved the grant of 1,00,000 stock options at an exercise price of Rs. 10/- each to eligible
employees of the Company under the "Sky Gold Limited - Employee Stock Option Plan 2024" ("SKY GOLD - ESOP
2024").
> Pursuant to the approval of the Board at its meeting held on January 17, 2025, and the resolution passed by the
shareholders through postal ballot on February 18, 2025, the Company has considered and approved the change
in name of the Company from "Sky Gold Limited" to "Sky Gold and Diamonds Limited" and the consequential
alteration to the Memorandum of Association ("MOA") and Articles of Association ("AOA") of the Company.
> There was no change in the nature of the business of the Company, during the year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
DIVIDEND
Your Board of Directors has thought it prudent not to recommend any dividend for the financial year under review.
UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a
period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to
the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no dividend
which is required to be transferred to the IEPF by the Company during the financial year.
However, as on March 31,2025, Rs. 1,20,445/- is the balance in the unpaid dividend account.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
No material changes and commitments are affecting the financial position of the Company that occurred between the end of
the financial year to which these Financial Statements relate and the date of this Report.
CREDIT RATING
Your Company achieved a major financial milestone in FY 2024-25 with a substantial upgrade in its credit rating. India Ratings
& Research Private Limited revised the Company''s rating from IND BBB/Stable to IND A-/Stable, reflecting the remarkable
progress in its business and financial profile.
The details of the credit ratings are provided in the Management Discussion and Analysis Report, forming part of this Annual
Report.
During the period under review, the Company had the following subsidiaries: -
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES
|
Sr No. |
Name of the Subsidiaries/ Joint Venture/ Associate Company |
Relationship |
|
1 |
Starmangalsutra Private Limited |
Wholly-Owned Subsidiary |
|
2 |
Sparkling Chains Private Limited |
Wholly-Owned Subsidiary |
|
3 |
*Sitaare Gold and Diamonds Limited |
Wholly-Owned Subsidiary |
*Note: As on 31st March, 2025, Sitaare Gold and Diamonds Limited was a wholly owned subsidiary of the Company.
However, the Board of Directors, at its meeting held on 18th April, 2025, proposed and approved the sale of the entire
shareholding in the said subsidiary.
A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate /
Joint Venture companies, as per Section 129(3) of the Act, is provided as Annexure G (AOC-1) to the consolidated financial
statement and therefore not repeated in this Report to avoid duplication.
Your Company did not have any Associate Company and Joint Venture and thus AOC-1 was not required to be annexed
for that.
The audited financial statement including the consolidated financial statement of the Company and all other documents
required to be attached thereto is available on the Company''s website and can be accessed at www.skygold.co.in .
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s
website and can be accessed at https://skygold.co.in/policies-and-code-of-conduct/
SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'', respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for
the year ended 31st March 2025, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and the Directors 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 31st March 2025 and of the profit/loss of the Company for that year;
(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively during the year.
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively;
CORPORATE GOVERNANCE
Your Company believes that effective leadership, robust policies, processes and systems and a rich legacy of values
form the hallmark of our best corporate governance framework. The Board, in conjunction with the management, sets
values of your Company and drives the Company''s business with these principles. These ethics and values are reflected
in Company''s culture, business practices, disclosure policies, and relationship with its stakeholders. These ethics and
values are practiced by the Company, which is at par with good corporate conduct.
Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from
the Secretarial Auditor of the Company towards compliance of the provisions of Corporate Governance forms an integral
part of the Annual Report as Annexure E
DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the
Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of
deposits which are not in compliance with Chapter V of the Act is not applicable
SHARE CAPITAL
1. AUTHORISED SHARE CAPITAL:
During the financial year, the authorised share capital of the Company increased from Rs. 15,00,00,000, divided into
1,50,00,000 equity shares of Rs. 10/- each, to Rs. 20,00,00,000, divided into 2,00,00,000 equity shares of Rs. 10/- each,
pursuant to an Ordinary Resolution passed at the Extraordinary General Meeting held on July 12, 2024.
Further, the authorised share capital was increased from Rs. 20,00,00,000 (Rupees Twenty Crores only) to
Rs. 1,75,00,00,000 (Rupees One Hundred Seventy-Five Crores only), pursuant to an Ordinary Resolution passed through
postal ballot on November 26, 2024.
2. INCREASE IN SHARE CAPITAL:
(a) Preferential Issue
Pursuant to the approval of the Board of Directors at its meeting held on June 20, 2024, and approval
of the shareholders at the Extraordinary General Meeting held on July 12, 2024, the Company allotted
4,17,542 equity shares of face value Rs. 10/- each at an issue price of Rs. 1,197/- per equity share (including
a premium of Rs. 1,187/- per share), as consideration other than cash, towards the 100% acquisition of
M/s Sparkling Chains Private Limited and M/s Starmangalsutra Private Limited. The allotment was approved
through a circular resolution passed by the Board on September 5, 2024.Pursuant to this allotment, the paid-up
share capital of the Company increased to Rs. 13,65,47,470, consisting of 1,36,54,747 equity shares of face value
Rs. 10/- each, fully paid-up.
(b) Qualified Institutions Placement (QIP)
Pursuant to the approval of the Board of Directors at its meeting held on August 9, 2024, and the approval of the
shareholders by way of a special resolution passed on September 2, 2024, the QIP Committee of the Company,
at its meeting held on October 17, 2024, allotted 9,99,259 equity shares at an issue price of Rs. 2,702/- per equity
share (including a premium of Rs. 2,692/- per equity share), which includes a discount of Rs. 141.22 per share, i.e.,
4.96% of the floor price, as determined in terms of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 14,65,40,060,
consisting of 1,46,54,006 equity shares of face value Rs. 10/- each, fully paid-up.
(c) Allotment of Bonus Shares
Pursuant to the approval of the Board of Directors at its meeting held on October 26, 2024, and approval of the
shareholders through postal ballot on November 26, 2024, the Board, through a resolution passed by circulation
on December 17, 2024, allotted 13,18,86,054 equity shares of Rs. 10/- each as fully paid-up bonus shares, in the
proportion of 9:1, to eligible members whose names appeared in the Register of Members / Register of Beneficial
Owners as on December 16, 2024, the record date fixed for this purpose.
Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 1,46,54,00,600,
consisting of 14,65,40,060 equity shares of face value Rs. 10/- each, fully paid-up.
(d) Conversion of Equity Warrants into Equity Shares
Pursuant to the approval of the Board of Directors at its meeting held on December 7, 2023, and approval of
the shareholders at the Extraordinary General Meeting held on November 11, 2023, and upon receipt of 75%
of the balance amount from the warrant holder, the Board, through a resolution passed by circulation on
January 17, 2025, allotted 1,58,750 equity shares of face value Rs. 10/- each, which includes 15,875 equity shares
upon conversion of warrants and an additional 1,42,875 equity shares under the bonus issue in respect of the
reservation made at the time of the bonus issue.
Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 1,46,69,88,100,
consisting of 14,66,98,810 equity shares of face value Rs. 10/- each, fully paid-up.
3. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AS ON MARCH 31, 2025
As on March 31, 2025, the issued, subscribed, and paid-up share capital of the Company stood at Rs. 1,46,69,88,100
(Rupees One Hundred Forty-Six Crores Sixty-Nine Lakhs Eighty-Eight Thousand One Hundred only), comprising
14,66,98,810 (Fourteen Crores Sixty-Six Lakhs Ninety-Eight Thousand Eight Hundred Ten only) equity shares of Rs. 10/-
each.
The Company has neither issued shares with differential voting rights nor issued any sweat equity shares. However, the
Nomination and Remuneration Committee of the Company, at its meeting held on February 3, 2025, has approved the
grant of 1,00,000 stock options to eligible employees under the Sky Gold Limited - Employee Stock Option Plan 2024
("SKY GOLD - ESOP 2024").
Further, the Company has not bought back any of its securities during the year under review, and hence no information
is required to be provided in this regard.
STATEMENT OF DEVIATION
The Company has good opportunities for its growth and business expansion. These require sufficient resources including
funds to be made available and to be allocated in the requirement, from time to time. It would be, therefore, prudent
for the Company to raise the funds for its growth and business expansion, capital expenditure, and long-term working
capital. This also helped the Company to take quick and effective action to capitalize on the opportunities, primarily
those relating to growth and business expansion, as and when available. The proceeds raised through the preferential
issue have been entirely allocated to the object for which they were raised and there have been no deviations from the
planned use of funds.
AUDIT COMMITTEE & AUDITORS & AUDIT REPORT
Audit Committee:
Your Company has constituted an Audit Committee which performs the roles and functions as mandated under the
Act, the SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. The detailed
terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the
Corporate Governance Report. As on the date of this Report, the Audit Committee consists of two Independent Directors,
Mr. Mangesh Chauhan, Mr. Loukik Tipnis and Mr. Dilip Gosar, is the Chairman of the Audit Committee.
Statutory Auditors:
M/s V J Shah & CO, Chartered Accountants (Firm Registration No.: 109823W), having a valid peer review certificate issued
by the Institute of Chartered Accountants of India (ICAI), New Delhi, were appointed as the Statutory Auditors of the
Company for a term of five years from the conclusion of the Extraordinary General Meeting held on March 21,2020, until
the conclusion of the Annual General Meeting to be held in the financial year 2025.
In terms of the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,
2014, M/s V J Shah & CO, Chartered Accountants, are eligible for re-appointment for a further term of five consecutive
years.
The Company has received the consent letter, a certificate of eligibility, and a valid peer review certificate issued by the
Peer Review Board of ICAI from M/s V J Shah & CO, confirming their eligibility to be re-appointed in accordance with
Sections 139, 141, and other applicable provisions of the Companies Act, 2013, the rules made thereunder, and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on
27th May 2025 has approved and recommended the re-appointment of M/s V J Shah & CO, Chartered Accountants
(FRN: 109823W), as the Statutory Auditors of the Company for a further period of five consecutive years, i.e., from the
conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company,
subject to approval of the shareholders at the ensuing 17th Annual General Meeting.
The notes on financial statements referred to in the Auditor''s Report are self-explanatory and, therefore, do not call for
any further comments or explanations. Further, the Auditor''s Report for the financial year under review does not contain
any qualification, reservation, or adverse remark.
Secretarial Auditor:
Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held
on 1st September, 2025, based on the recommendation of the Audit Committee and subject to approval of the Members
at the 17th AGM, approved the appointment of M/s. Shivang G Goyal & Associates, Company Secretaries (FCS No.: 11801,
C.P. No.: 24679) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from the
conclusion of ensuing 17th AGM upto the conclusion of 22nd AGM of the Company to be held in the year 2030, for the
audit period from financial year 2025-26 and till financial year 2029-30.
The aforesaid appointment has been recommended based on evaluation of various factors such as M/s. Shivang G Goyal
& Associates''s independence, industry experience, skills, expertise and quality of audit and based on the fulfillment
of the eligibility criteria and qualifications prescribed under the Act and SEBI Listing Regulations. The Company has
received requisite consent and certificate of eligibility from M/s. Shivang G Goyal & Associates confirming that they
are not disqualified from being appointed as the Secretarial Auditor of the Company and They satisfies the prescribed
eligibility criteria. Accordingly, the matter relating to the appointment of M/s. Shivang G Goyal & Associates as Secretarial
Auditor forms part of the Notice of the 17th AGM.
The Secretarial Audit Report and the Secretarial Compliance Report does not contain any qualifications, reservations or
adverse remarks. The Secretarial Audit Report in Form MR-3 for FY25 is enclosed to this report. During the year under
review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of
details under Section 134(3)(ca) of the Act is not applicable.
Internal Auditors:
Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed
Ms. Aasna Shah, Chartered Accountant (Membership No.: 196446) as the Internal Auditors of the Company for the
Financial Year 2024-25.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the
management''s comments.
Maintenance of Cost Records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT
During the financial year, no frauds were reported by the Auditors under Section 143(12) of the Act.
EMPLOYEE STOCK OPTION PLAN
The Company has instituted the Sky Gold Limited - Employee Stock Option Plan 2024 ("Sky Gold - ESOP 2024") with
the objective of attracting, retaining, and motivating talented employees and to align their interests with those of the
Company and its shareholders.
The Sky Gold - ESOP 2024 was approved by the Board of Directors at its meeting held on 20th June, 2024, and by the
shareholders through a special resolution passed at the Extraordinary General Meeting held on 12th July, 2024.
The Scheme extends to the employees of the Company, its holding company, subsidiary company(ies), associate
company(ies), and group company(ies), whether existing or future.
During the financial year 2024-25, the Nomination and Remuneration Committee, at its meeting held on
3rd February, 2025, granted 1,00,000 stock options to eligible employees at an exercise price of Rs. 10/- each, in
accordance with the terms of the Sky Gold - ESOP 2024 and the provisions of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021.
The Scheme is administered and implemented in compliance with the applicable provisions of the Companies Act, 2013,
the Companies (Share Capital and Debentures) Rules, 2014, and SEBI regulations.
A detailed disclosure pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, forms part of this Annual Report and is also
available on the Company''s website at www.skygold.co.in
|
Particulars pursuant to Rule 12(9) of the Companies i |
Share Capital and Debentures) Rules, 2014 |
|
Options Granted; |
1,00,000 (One Lakhs) Options are granted by the |
|
Options Vested |
The Options granted to any Employee shall vest |
|
Options Exercised |
Nil |
|
The Total Number of Shares arising as a result of Exercise of |
1,00,000 (One Lakhs) Equity Shares (each stock |
|
Options Lapsed; |
Nil |
|
The Exercise Price; |
Exercise Price is Rs. 10/-. |
|
Variation of Terms of Options |
NA |
|
Money Realized by Exercise of Options; |
Nil |
|
Total Number of Options in Force; |
The maximum number of Options to be granted |
|
Employee-wise details of options granted to;- ¦ key managerial personnel; ¦ any other employee who receives a grant of options in any ¦ identified employees who were granted option, during any |
One Employee - 1,00,000 Options |
MEETINGS OF THE BOARD AND COMMITTEES
The details of meetings of the Board of Directors, its Committees, and General Meetings along with attendance, are
included in the Corporate Governance Report which forms an integral part of the Annual Report.
PROHIBITION OF INSIDER TRADING
Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended ("PIT Regulations"), the Company has adopted the Insider Trading Code to regulate, monitor, and report
trading by insiders. This Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons and
their immediate relatives, who are expected to have access to Unpublished Price Sensitive Information ("UPSI") relating
to the Company.
The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of UPSI'' in
compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at
https://skygold.co.in/policies-and-code-of-conduct/.
LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES
During the financial year under review, the Company has not borrowed any amount(s) from Directors.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by Company during the Financial Year 2024-25 were on an arm''s length basis and
in the ordinary course of business. There are no material significant Related Party Transactions entered into 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.
Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party
Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies
Act, 2013 in Form AOC-2 is not applicable and thus not attached. The attention of Shareholders is also drawn to the disclosure
of transactions with related parties as set out in Notes of Financial Statements, forming part of the Annual Report.
The Company has adopted policy on Related Party Transactions and can be accessed on the Company''s website at
https://skygold.co.in/policies-and-code-of-conduct/.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions
with the Stock Exchanges within statutory timelines.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of the Act, the Company has formulated a
Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at
https://skygold.co.in/policies-and-code-of-conduct/.
The report on Corporate Social responsibility as required under Section 135 of the Companies Act, 2013 part of the
Annual Report as Annexure D.
CONSERVATION OF, ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3)(A)
of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange
earnings and outgo etc. are furnished in Annexure A which forms part of this Report.
ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial
year ended 31st March 2025 made under the provisions of Section 92(3) of the Act is available on the website of the
company i.e, www.skygold.co.in
Further, pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 company has also attached its Management Discussion and Analysis report for the financial year ended
March 31,2025, as Annexure B.
RISK MANAGEMENT
The Board of Directors at its meeting held on January 17, 2025 had constituted the Risk Management Committee. The
details about the composition of the Risk Management Committee and the number of meetings held are given in the
Corporate Governance Report. Further, Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of
SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Risk Management Policy.
The Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a
continuing basis. The potential risks are inventoried and integrated with the management process such that they receive
the necessary consideration during decision-making.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the
risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual
Report
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In accordance with Regulation 3(2) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2024, the applicability of the Business Responsibility and Sustainability Report (BRSR) is determined based
on a company''s market capitalisation ranking as on 31st December of the preceding year.
The Company has been ranked on 823 as per the list of the top 1,000 listed entities based on market capitalisation as
on 31st December, 2024. Consequently, BRSR disclosures will be applicable from the immediate next financial year, i.e.,
FY 2025-26.
Accordingly, the Company will publish its first BRSR as part of the Annual Report for the financial year ending
31st March, 2026.
VIGIL MECHANISM/WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and
Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual
employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to
the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors
or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at
https://skygold.co.in/policies-and-code-of-conduct/.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Full particulars of loans, guarantees and Investments covered under Section 186 of the Companies Act 2013 provided
during the financial year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company maintains an adequate internal control system and procedure commensurate with its size and nature
of operations. The internal control system is designated to provide reasonable assurance over reliability in financial
reporting, ensure appropriate authorization of the transaction, safeguard the assets of the Company and prevent
misuse/losses and legal compliance.
The internal control system includes a well-defined delegation of authority and a comprehensive Management Information
System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process
and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee
and necessary improvements are undertaken if required.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors & Key Managerial Personnel
i. Change in Directorship & Key Managerial Personnel
Mr. Bharat Jhaveri (DIN: 10854999) was appointed as an Additional Non-Executive Independent Director by
the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, with
effect from 29th November, 2024.
His appointment as Non-Executive Independent Director was subsequently approved by the shareholders
through a postal ballot on 18th February, 2025.
ii. Appointment of Company Secretary & Compliance Officer
There has been no change in the Key Managerial Personnel of the Company during the financial year under
review.
iii. Retirement by Rotation
As per Section 152 of the Act, unless the Articles provide otherwise, at least two-thirds of the total number of
directors shall be liable to retire by rotation of which one-third shall retire at every annual general meeting.
In view of the above-mentioned provision, Mr. Darshan Ramesh Chauhan (DIN: 02138075) will retire by
rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The
board of directors recommended its re-appointment for the member''s approval.
b. Certificate of Non-Disqualification (COND):
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Shivang Goyal,
Practicing Company Secretary, Thane has certified that none of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part
of this Annual Report and is given as Annexure C.
c. Declarations by Independent Directors:
During the Financial Year under review, the Company has received declarations from all the Independent Directors
under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence as defined under Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of
Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under and there has been no
change in the circumstances which may affect their status as Independent Directors during the financial year.
All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company''s
Code of Conduct for Directors and Employees for the Financial Year.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate
Affairs (''IICA'') towards the inclusion of their names in the data bank and they meet the requirements of the
proficiency self-assessment test.
PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the Board level is pivotal to Board Engagement
and Effectiveness. The policy and criteria for Board Evaluation is duly approved by NRC. The Company has a policy for
performance evaluation of the Board, Committees, and other individual Directors (including Independent Directors)
which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation
parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgment,
decision-making, the contribution of Directors at the meetings and the functioning of the Committees.
The Board of Directors has evaluated the performance of all Independent Directors, Non-Independent Directors,
Committees, the Chairperson, and the Board, as a whole. The Board deliberated on various evaluation attributes for all
directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board
have adequate expertise drawn from diverse industries and businesses and bring specific competencies relevant to
the Company''s business and operations. The Board of Directors also appraised the performance of the Independent
Directors, their fulfilment of independence criteria specified by the Act and SEBI Listing Regulations, and well as their
REMUNERATION POLICY
The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a
Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles
relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior
management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the
website of the Company at https://skygold.co.in/policies-and-code-of-conduct/
DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company
has constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the constitution of the same is disclosed in the Corporate Governance
Report which forms part of this Annual Report. During the year, the Company had not received any complaint on sexual
harassment and no complaint was pending as on March 31,2025.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT. 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, along with all applicable amendments
and rules. It remains committed to providing a safe, inclusive, and supportive workplace for women employees.
All eligible women employees are extended statutory maternity benefits, including paid maternity leave, nursing breaks,
and protection from dismissal during such leave. The Company ensures there is no discrimination in recruitment or
service conditions on the grounds of maternity, and has established appropriate HR policies and internal systems to
uphold both the spirit and the letter of the law.
DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise, and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company presents below the gender
composition of its workforce as on March 31,2025:
⢠Male Employees: 730
⢠Female Employees: 50
⢠Transgender Employees: 0
This disclosure reflects the Company''s commitment to fostering an inclusive workplace culture and providing equal
opportunities to all individuals, irrespective of gender.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT. 2013:
The Company has not issued any equity shares under the Employees Stock Option Scheme during the year under review
and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014 is furnished.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE.
2016 (IBC):
During the year under review, there were no instances of proceedings made or pending under the Insolvency and
Bankruptcy Code, 2016.
DIFFERENCE OF VALUATION AT THE TIME OF AVAILING LOAN VS. AT THE TIME OF O.T.S:
During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and Company''s operations in future.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition
of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and
procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy
has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading
Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price-sensitive
information and code of conduct for prevention of insider trading is available on the website of the Company at
https://skygold.co.in/policies-and-code-of-conduct/.
LISTING FEES
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the
Stock Exchange till date.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF
COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014
Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are included in Annexure F to this Report. In
terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration
and other particulars, as prescribed in the said Rules forms part of this report.
However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the
Company excluding the aforesaid information. The said information is available for inspection by the members at the
registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in
obtaining such particulars may write to the Company Secretary at the registered office of the Company.
ACKNOWLEDGMENTS AND APPRECIATION
Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the goals
and vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted
support received from the suppliers, Members, regulatory authorities, distributors, bankers and all other business
associates and from the neighbourhood communities. We look forward to continued support of all these partners in the
future.
For and on behalf of the Board of
Sky Gold and Diamonds Limited
(Formerly known as Sky Gold Limited)
Mangesh Chauhan Mahendra Chauhan
Managing Director & CFO Whole-time Director
DIN:02138048 DIN:02138084
Date: 01/09/2025 Date: 01/09/2025
Place: Navi Mumbai Place: Navi Mumbai
Mar 31, 2024
Your Directors have the pleasure of presenting the 16th Annual Report of the Company together with the Audited Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2024.
In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1,2023 to March 31,2024, in respect of the Company.
FINANCIAL STATEMENT & RESULTS:
Financial Results
The Company''s financial performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:
(Rs. in Lacs)
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
1,74,548.42 |
1,15,380.07 |
1,74,548.42 |
1,15,380.07 |
|
Other Income |
373.95 |
95.56 |
373.95 |
95.56 |
|
Total Income |
1,74,922.37 |
1,15,475.63 |
1,74,922.37 |
1,15,475.63 |
|
Less: Total Expenses |
1,69,513.55 |
1,12,972.41 |
1,69,513.55 |
1,12,972.41 |
|
Profit before tax |
5,408.83 |
2,503.22 |
5,408.83 |
2,503.22 |
|
Less: Income Taxes |
||||
|
Current |
1,435.00 |
645.00 |
1,435.00 |
645.00 |
|
Deferred |
(56.35) |
(2.66) |
(56.35) |
(2.66) |
|
Income Tax of earlier years w/off |
(17.93) |
- |
(17.93) |
- |
|
Profit after Tax |
4,048.11 |
1860.88 |
4,048.11 |
1860.88 |
|
Other comprehensive (expenses) /income for the year, net of tax |
(147.74) |
386.30 |
(147.74) |
386.30 |
|
Total comprehensive income for the year |
3,900.37 |
2,247.18 |
3,900.37 |
2,247.18 |
|
Earnings per equity share (face value of '' 10 each) |
||||
|
- Basic (in Rs.) |
35.18 |
17.32 |
35.18 |
17.32 |
|
- Diluted (in Rs.) |
35.03 |
17.32 |
35.03 |
17.32 |
|
Appropriations |
||||
|
Transferred to reserve and surplus |
- |
- |
- |
- |
|
Interim Dividend on Equity Shares declared and paid |
107.44 |
107.44 |
107.44 |
107.44 |
|
Closing Balance in Retained Earnings |
9,438.21 |
5,497.53 |
9,438.21 |
5,497.53 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
Highlights of the Company''s financial performance for the year ended March 31, 2024 and March 31, 2023, are as under: Standalone
⢠Value of sales and services for the Financial Year ended March 31, 2024 is Rs. 1,74,548.42 lakhs, and for Financial Year ended March 31,2023, is Rs. 1,15,380.07 lakhs;
⢠EBITDA for the Financial Year ended March 31,2024, is Rs. 5,408.83 lakhs, and for Financial Year ended March 31,2023, is Rs. 2,503.22 lakhs;
⢠Net Profit for the Financial Year ended March 31, 2024 is Rs. 4,048.11 lakhs, and for the Financial Year ended March 31, 2023, is Rs. 1,860.88 lakhs.
OPERATIONS & MATERIAL CHANGES:
Sky Gold Limited continues to be engaged in the business of importers, exporters, manufacturers, buyers, sellers, dealers, distributors, wholesalers, assembles, designers, cutters, polishers, and labor jobs in all kinds of gold and silver Jewellery.
The Company achieved a turnover of Rs 1,74,548.42 Lakhs during the year as compared to Rs. 1,15,380.07 Lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 4,048.11 Lakhs during the financial year as compared to Rs. 1,860.88 Lakhs in the previous Financial Year.
The following Material and Important Changes occurred during the Financial Year 2023-24:
> Declared Final Dividend for the Financial Year ended 31st March 2023 via Ordinary Resolution passed in the Annual General Meeting held on September 27, 2023 of Rs. 1/- per share having a face value of Rs. 10/- each.
> Increased the Authorised Share Capital from Rs. 11,00,00,000/- (Eleven Crores Only) to Rs. 15,00,00,000/- (Fifteen Crores Only) via a Ordinary Resolution passed in the Extraordinary General Meeting held on November 11, 2023.
> Pursuant to the Special Resolution passed in the Extraordinary General Meeting held on November 11, 2023, the Board of Directors of the Company through resolution passed by circulation on December 7, 2023, has considered and allotted 23,32,800 Equity Shares of the Face Value of Rs. 10/- (Rupees Ten Only) each fully paid up (''Equity Shares''), for cash consideration by way of a preferential issue at a price of Rs. 425/- per Equity Share [i.e. including a premium of Rs. 415/- per Equity Share] to the proposed allottees.
> Pursuant to the Special Resolution passed in the Extraordinary General Meeting held on November 11, 2023, the Board of Directors of the Company through resolution passed by circulation on December 7, 2023, has considered and allotted 1,76,400 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 425/- each (having premium of 415/- each) to the allottees.
> The Board of Directors of the Company through a resolution passed by circulation on January 22, 2024, considered and approved the conversion of 1,29,150 Convertible Equity Share Warrants into equivalent Equity Shares of Face Value of Rs. 10/- each, on preferential basis.
> The Board of Directors of the Company through a resolution passed by circulation on March 26, 2024, considered and approved the conversion of 31,375 Convertible Equity Share Warrants into equivalent Equity Shares of Face Value of Rs. 10/- each, on preferential basis.
> Pursuant to the Special Resolution passed in the Extraordinary General Meeting held on February 8, 2024, the Board of Directors of the Company through a resolution passed by circulation on February 26, 2024, has considered and allotted 2,07,000 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 1,017/- each (having premium of 1,007/- each) to the proposed allottees.
> There was no change in the nature of the business of the Company, during the year under review.
DIVIDEND
Your Board of Directors has thought it prudent not to recommend any dividend for the financial year under review. UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no dividend which is required to be transferred to the IEPF by the Company during the financial year.
However, as on March 31, 2024, Rs. 1,20,445/- is the balance in the unpaid dividend account.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
No material changes and commitments are affecting the financial position of the Company that occurred between the end of the financial year to which these Financial Statements relate and the date of this Report.
CREDIT RATING
The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual Report.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES
During the period under review, the Company has a Wholly Owned Overseas Subsidiary Company in the name & style of "Sky Gold Global Inc" situated in US. However, the same has been dissolved on May 29, 2024. and it may be noted that it was not a material subsidiary and did not have any business activity.
The dissolution of this subsidiary will not affect any business accounting policies and will not have any significant impact on the accounts etc. Moreover, there was no turnover due to nil business activity. Consequent upon the said dissolution, Sky Gold Global Inc., ceased to be a subsidiary of the Company.
A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, is provided as Annexure G (AOC-1) to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
Your Company did not have any Associate Company and Joint Venture and thus AOC-1 was not required to be annexed for that.
The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at www.skygold.co.in .
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at https://skygold.co.in/policies-and-code-of-conduct/
SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 3151 March 2024, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and the Directors 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 3151 March 2024 and of the profit/loss of the Company for that year;
(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from the Secretarial Auditor of the Company towards compliance of the provisions of Corporate Governance forms an integral part of the Annual Report as Annexure E.
DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
SHARE CAPITAL
1. AUTHORISED SHARE CAPITAL
During the financial year, the authorised share capital of the Company increased from 11,00,00,000 divided into 1,10,00,000 equity shares of Rs. 10/- each to 15,00,00,000 divided into 1,50,00,000 equity shares of Rs. 10/- each.
|
Sr. No |
Name of Proposed Allottees |
No. of Equity Shares |
Category |
|
1 |
Ashish Kacholia |
2,88,100 |
Non- promoter |
|
2 |
Bengal Finance & Investments Private Limited |
2,52,900 |
Non- promoter |
|
3 |
Narayana Trading and Investments |
2,35,200 |
Non- promoter |
|
4 |
Shruthi Murali |
2,35,200 |
Non- promoter |
|
5 |
Acron Consultants LLP |
4,70,500 |
Non- promoter |
|
6 |
Nesh Advisors LLP |
47,000 |
Non- promoter |
|
7 |
Vimana Capital Management LLP |
70,500 |
Non- promoter |
|
8 |
Inder Soni |
1,17,600 |
Non- promoter |
|
9 |
Bhakthisaran |
47,000 |
Non- promoter |
|
10 |
Srinath Krishnan |
23,600 |
Non- promoter |
|
11 |
Nishant Aggarwal |
5,800 |
Non- promoter |
|
12 |
Jinesh Shah |
1,29,400 |
Non- promoter |
|
13 |
Roopali Uppal |
88,200 |
Non- promoter |
|
14 |
Ashok Kumar |
47,000 |
Non- promoter |
|
15 |
Rakesh Laroia |
58,800 |
Non- promoter |
|
16 |
Dipika Chauhan |
72,000 |
Promoter Group |
|
17 |
Heena Chauhan |
72,000 |
Promoter Group |
|
18 |
Mamta Chauhan |
72,000 |
Promoter Group |
|
Total |
23,32,800 |
2. RAISING OF FUNDS BY ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS AND CORRESPONDING CHANGE IN SHARE CAPITAL
a. During the financial year, the Company issued 23,32,800 Equity Shares with a Face Value of Rs. 10/- each at an issue price
of Rs. 425/- each, including a premium of Rs. 415/- each to the proposed allottees as mentioned below, aggregating to Rs. 99,14,40,000/-, through a preferential issue on a private placement basis in accordance with Section 23(1)(b), 42, 62(1)(c), and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
c. During the financial year, the Company issued 2,07,000 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 1,017/- each (having premium of Rs. 1,007/-) each to the proposed allottees as mentioned below, aggregating to a total consideration of Rs. 21,05,19,000/- out of which Rs. 5,26,29,750/- (being 25% of the consideration amount) was received on or before the allotment of warrants, through preferential issue on a private placement basis in accordance with Section 23(1)(b), 42, 62(1)(c), and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Consequently, the Company''s paid-up equity share capital increased from Rs. 10,74,38,800/- divided into 1,07,43,880 Equity Shares of Rs. 10/- each to Rs. 13,07,66,800/- divided into 1,30,76,680 Equity Shares of Rs. 10/-each.
b. During the financial year, the Company issued 1,76,400 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 425/- each (having premium of 415/- each to the proposed allottees as mentioned below, aggregating to a total consideration of Rs. 7,49,70,000/- out of which Rs. 1,87,42,500/-(being 25% of the consideration amount) was received on or before the allotment of warrants, through preferential issue on a private placement basis in accordance with Section 23(1)(b), 42, 62(1)(c), and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
|
Sr. No |
Name of Proposed Allottees |
No. of Share warrants |
Category |
|
1 |
Karan Shantilal Chauhan |
23,400 |
Non- promoter |
|
2 |
Viva Manish Jain |
94,500 |
Non- promoter |
|
4 |
Ashika Sanjay Chauhan |
17,500 |
Non- promoter |
|
5 |
Kinal Bharat Chauhan |
11,700 |
Non- promoter |
|
6. |
Rishab Manish Chauhan |
17,500 |
Non- promoter |
|
7. |
Sukanraj Jain |
11,800 |
Non- promoter |
|
Total |
1,76,400 |
During the period under review, upon receipt of Rs. 6,48,89,531.25/- being 75% of the consideration amount and pursuant to the exercise of their rights of conversion into Equity Shares by the Warrant holders, out of the total 1,76,400 Equity Share Warrants, 1,60,525 Equity Share Warrants have been converted into an equivalent number of Equity Shares and consequently, the Company''s paid-up equity share capital increased from Rs. 13,07,66,800/-divided into 1,30,76,680 Equity Shares of Rs. 10/- each to Rs. 13,23,72,050/- divided into 1,32,37,205 Equity Shares of Rs. 10/- each.
15,875 Equity Share Warrants be converted into Equity Share if the warrant holder has exercised his right to convert before the due date.
|
Sr. No |
Name of Proposed Allottees |
No. of Share warrants |
Category |
|
1 |
Mangesh Chauhan |
1,35,000 |
Promoter |
|
2 |
Darshan Chauhan |
36,000 |
Promoter |
|
3 |
Mahendra Chauhan |
36,000 |
Promoter |
|
Total |
2,07,000 |
As on March 31,2024, the Issued, Subscribed, and Paid-up Share Capital of your Company stood at Rs. 13,23,72,050/- (Rupees Thirteen Crores Twenty-Three Lakhs Seventy-Two Thousand and Fifty Only), comprising 1,32,37,205 (One Crore Thirty-Two Lakhs Thirty-Seven Thousand Two hundred and Five) Equity Shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity shares.
Further, the Company has not bought back any of its securities during the year under review, and hence no details/information invited in this respect.
STATEMENT OF DEVIATION
The Company has good opportunities for its growth and business expansion. These require sufficient resources including funds to be made available and to be allocated in the requirement, from time to time. It would be, therefore, prudent for the Company to raise the funds for its growth and business expansion, capital expenditure, and long-term working capital. This also helped the Company to take quick and effective action to capitalize on the opportunities, primarily those relating to growth and business expansion, as and when available. The proceeds raised through the preferential issue have been entirely allocated to the object for which they were raised and there have been no deviations from the planned use of funds.
AUDITORS & AUDIT REPORT Statutory Auditors:
M/s V J Shah & CO, Chartered Accountants, the Statutory Auditors of the Company (FRN: 109823W) having valid peer review certificate issued by the Institute of Chartered accountant of India, New Delhi, on which the Shareholders provide their approval for the appointment for 5 years from the conclusion of the Extra-Ordinary General Meeting held on March 21, 2020 till the Conclusion of Annual General Meeting to be held in the Financial Year 2025.
The notes on financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments and explanations. Further, the Auditors'' Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain a Secretarial Audit Report from Practicing Company Secretary. M/s. Shivang G Goyal & Associates, Company Secretaries had been appointed to issue a Secretarial Audit Report for the Financial Year 2023-24.
There have been no qualifications/ reservations/ adverse remarks in the report given by the Secretarial Auditor for the financial year. The Secretarial Audit Report of the Company in Form MR-3 is enclosed to this report.
Internal Auditors:
Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed Ms. Asna Shah, Chartered Accountant (Membership No.: 196446) as the Internal Auditors of the Company for the Financial Year 2023-24.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the management''s comments.
Maintenance of Cost Records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT
During the financial year, no frauds were reported by the Auditors under Section 143(12) of the Act.
MEETINGS OF THE BOARD AND COMMITTEES
The details of meetings of the Board of Directors, its Committees, and General Meetings along with attendance, are included in the Corporate Governance Report which forms an integral part of the Annual Report.
PROHIBITION OF INSIDER TRADING
Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the Company has adopted the Insider Trading Code to regulate, monitor, and report trading by insiders. This Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons and their immediate relatives, who are expected to have access to Unpublished Price Sensitive Information ("UPSI") relating to the Company.
The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of UPSI'' in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at https://skygold.co.in/policies-and-code-of-conduct/.
LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES
During the financial year under review, the Company has not borrowed any amount(s) from Directors.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by Company during the Financial Year 2023-24 were on an arm''s length basis and in the ordinary course of business. There are no material significant Related Party Transactions entered into 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.
Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable and thus not attached. The attention of Shareholders is also drawn to the disclosure of transactions with related parties as set out in Notes of Financial Statements, forming part of the Annual Report.
The Company has adopted policy on Related Party Transactions and can be accessed on the Company''s website at https:// skygold.co.in/policies-and-code-of-conduct/.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of the Act, the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://skygold.co.in/policies-and-code-of-conduct/.
The report on Corporate Social responsibility as required under Section 135 of the Companies Act, 2013 part of the Annual Report as Annexure D.
CONSERVATION OF, ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3)(A) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure A which forms part of this Report.
ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2024 made under the provisions of Section 92(3) of the Act is available on the website of the company i.e, www.skygold.co.in
Further, pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 company has also attached its Management Discussion and Analysis report for the financial year ended March 31,2024, as Annexure B.
RISK MANAGEMENT
The Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision-making.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.
VIGIL MECHANISM/WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at https:// skygold.co.in/policies-and-code-of-conduct/.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Full particulars of loans, guarantees and Investments covered under Section 186 of the Companies Act 2013 provided during the financial year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company maintains an adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system is designated to provide reasonable assurance over reliability in financial reporting, ensure appropriate authorization of the transaction, safeguard the assets of the Company and prevent misuse/losses and legal compliance.
The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken if required.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors & Key Managerial Personnel
i. Change in Directorship & Key Managerial Personnel
There has been no change in the Directorship of the Company during the Financial Year under review.
ii. Appointment of Company Secretary & Compliance officer
During the Financial Year under review, Ms. Pooja Shah, the previous Company Secretary, and Compliance Officer of the Company resigned from her post w.e.f. May 18, 2023, and thereafter Ms. Nikita Jain (Membership No.: 71411 was appointed as Company Secretary and Compliance officer of the Company on May 19, 2023.
iii. Retirement by Rotation
As per Section 152 of the Act, unless the Articles provide otherwise, at least two-thirds of the total number of directors shall be liable to retire by rotation of which one-third shall retire at every annual general meeting.
In view of the above-mentioned provision, Mr. Mahendra Chauhan (DIN: 02138084) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The board of directors recommended its re-appointment for the member''s approval.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Shivang Goyal, Practising Company Secretary, Thane has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report and is given as Annexure C.
b. Declarations by Independent Directors:
During the Financial Year under review, the Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence as defined under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year.
All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company''s Code of Conduct for Directors and Employees for the Financial Year.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank and they meet the requirements of the proficiency self-assessment test.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees, and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgment, decision-making, the contribution of Directors at the meetings and the functioning of the Committees.
The Board of Directors has evaluated the performance of all Independent Directors, Non-Independent Directors, Committees, the Chairperson, and the Board, as a whole. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and businesses and bring specific competencies relevant to the Company''s business and operations. The Board of Directors also appraised the performance of the Independent Directors, their fulfilment of independence criteria specified by the Act and SEBI Listing Regulations, and well as their independence from management.
REMUNERATION POLICY
The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://skygold.co.in/policies-and-code-of-conduct/ .
DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has not yet constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31,2024.
DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise, and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under the Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, there were no instances of proceedings made or pending under the Insolvency and Bankruptcy Code, 2016.
DIFFERENCE OF VALUATION AT THE TIME OF AVAILING LOAN VS. AT THE TIME OF O.T.S:
During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for prevention of insider trading is available on the website of the Company at https://skygold.co.in/policies-and-code-of-conduct/.
LISTING FEES
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are included in Annexure F to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report.
However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.
ACKNOWLEDGMENTS AND APPRECIATION
The board takes this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, and Central and State Governments for their consistent support and encouragement to the Company.
For and on behalf of the Board of Sky Gold Limited
Mangesh Chauhan Mahendra Chauhan
Managing Director & CFO Whole-time Director
DIN:02138048 DIN: 02138084
Date: 02/09/2024 Date: 02/09/2024
Place: Navi Mumbai Place: Navi Mumbai
Mar 31, 2023
Your Directors have the pleasure of presenting the 15th Annual Report of the Company together with the Audited Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2023.
FINANCIAL STATEMENT & RESULTS:Financial Results
The Company''s financial performance during the year ended March 31, 2023, as compared to the previous financial year, is summarized below:
|
(Rs. in Lacs) |
|||
|
Particulars |
Standalone |
Consolidated |
|
|
2022-23 |
2021-22 |
2022-23 |
|
|
Revenue from operations |
1,15,380.07 |
78,570.20 |
1,15,380.07 |
|
Other Income |
95.56 |
1,056.09 |
95.56 |
|
Total Income |
1,15,475.63 |
79,626.29 |
1,15,475.63 |
|
Less: Total Expenses |
1,12,972.41 |
77,455.13 |
1,12,972.41 |
|
Profit/ (Loss) before tax |
2,503.22 |
2,171.16 |
2,503.22 |
|
Less: Income Taxes |
|||
|
Current |
645.00 |
479.00 |
645.00 |
|
Deferred |
(2.66) |
(2.97) |
(2.66) |
|
Income Tax of earlier years w/off |
- |
- |
- |
|
Profit for the Year |
1860.88 |
1,695.12 |
1860.88 |
|
Net Profit attributable to Non-Controlling Interest |
- |
- |
- |
|
Net Profit Attributable to Owners of the Company |
1860.88 |
1,695.12 |
1860.88 |
|
Balance in Retained Earnings |
1860.88 |
1,695.12 |
1860.88 |
|
Pursuant to Scheme of Arrangement |
- |
- |
- |
|
Fresh issue of equity by subsidiaries |
- |
- |
- |
|
Sub-Total |
1860.88 |
1,695.12 |
1860.88 |
|
Appropriations |
|||
|
Transferred to reserve and surplus |
- |
- |
- |
|
Interim Dividend on Equity Shares declared and paid |
107.44 |
- |
107.44 |
|
Closing Balance in Retained Earnings |
5,497.53 |
7,136.51 |
5,497.53 |
The Wholly owned subsidiary of the Company is incorporated on 23rd September, 2022, Hence there are no figures for Consolidated Financial Statements for the Financial Year 2021-22.
RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS
Highlights of the Companyâs financial performance for the year ended March 31, 2023 and March 31, 2022, are as under:
⢠Value of sales and services for the Financial Year ended March, 2023 is Rs. 1,15,380.07 lakhs and for Financial Year ended March 31, 2022 was Rs. 78,570.20 lakhs
⢠EBITDA for the Financial Year ended March, 2023 is Rs. 2,503.22 lakhs and for Financial Year ended March 31, 2022 was Rs. 2,171.16 lakhs
⢠Net Profit for Financial Year ended March, 2023 is Rs. 1,860.88 lakhs and for Financial Year ended March 31, 2022 was Rs. 1,695.12 lakhs
OPERATIONS & MATERIAL CHANGES:
Sky Gold Limited continues to be engaged in the business of importers, exporters, manufacturers, buyers, sellers, dealers, distributors, wholesalers, assembles, designers, cutters, polishers, and labor jobs in all kinds of gold and silver Jewellery.
The Company achieved a turnover of Rs 1,15,380.07 Lakhs during the year as compared to Rs. 78,570.20 Lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 1,860.88 Lakhs during the financial year as compared to Rs. 1,695.12 Lakhs in the previous Financial Year.
The following Material and important Changes Occurred During the Financial Year 2022-23:
> Increased the Authorised Share Capital from Rs. 6,00,00,000/- (Six Crores Only) to Rs. 11,00,00,000/- (Eleven Crores Only) via a Special Resolution passed through the postal ballot dated 25-08-2022.
> Issued Bonus Shares via a Special Resolution passed through the postal ballot dated 25-08-2022 in the ratio of 1:1 by issuing 53,71,940 equity shares of Rs. 10/- each as bonus shares and the current paid-up share capital of the Company post bonus issue is Rs. 10,74,38,800 compromising of 1,07,43,880 equity shares of Rs. 10/- each.
> Listed on the Main Board of the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) on 06th January 2023.
> Declared First Interim Dividend for the Financial Year 2022-23 in the Board meeting Held on 10th February 2023 of Rs. 1 per share having a face value of Rs. 10/- each.
> There was no change in the nature of the business of the Company, during the year under review.
> Ms. Pooja Shah Resigned from the post of Company Secretary & compliance officer w.e.f 18th May 2023 and Company appointed Ms. Nikita Jain as Company Secretary & compliance officer w.e.f 19th May 2023.
> The website of your Company is changed to www.skygold.co.in DIVIDEND
The Board of Directors has recommended a dividend of Rs. 1/- (Rupees one only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. The dividend is subject to the approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.
The Company has declared and paid its First Interim Dividend for the Financial Year 2022-23 in the Board meeting held on 10th February 2023 of Rs. 1/- (Rupees one only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. The said dividend is subject to the confirmation of members at the ensuing Annual General Meeting of the Company.
UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Your Company has declared a dividend in the Board meeting Held on 10th February 2023 and was paid to such shareholders by Wednesday, March 1, 2023. Rs. 1,10,802 was transferred to the unpaid dividend account as on 31st March, 2023.
No amount was required to be transferred to Investor Education & Protection Fund (IEPF)
The Company has not transferred any amount to General Reserve.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
No material changes and commitments are affecting the financial position of the Company that occurred between the end of the financial year to which these Financial Statements relate and the date of this Report.
The Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual Report.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES
During the year under review, the company Incorporated a Foreign Subsidiary. A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, is provided as Annexure G (AOC-1) to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
Your Company did not have any Associate Company and Joint Venture and thus AOC-1 was not required to be annexed for that.
The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at www.skygold.co.in.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website and can be accessed at https://skygold.co.in/policies-and-code-of-conduct/
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March 2023, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and the Directors 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 31st March 2023 and of the profit/loss of the Company for that year;
(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
As on 31st March, 2023, the Issued, Subscribed, and Paid-up Share Capital of your Company stood at Rs. 10,74,38,800/- (Rupees Ten Crores Seventy-Four Lacs Thirty-Eight Thousand Eight Hundred Only), comprising 1,07,43,880 (One Crore Seven Lacs Forty-Three Thousand Eight Hundred and Eighty) Equity Shares of Rs. 10/- each.
The Company has issued bonus shares in the ratio of 1:1 i.e., holder of 1 (one) fully paid-up equity shares of Rs 10 (Rupees Ten) each for every 1 (one) equity shares of Rs 10 (Rupees Ten) each held by the members and consequently the issued subscribed and Paid-up Share Capital of the Company is 1,07,43,880 Equity Shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity shares.
Further, the Company has not bought back any of its securities during the year under review, and hence no details/information invited in this respect.
LOANS FROM DIRECTORS OR DIRECTORSâ RELATIVES
During the financial year under review, the Company has not borrowed any amount(s) from Directors.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by Company during the Financial Year 2022-23 were on an arm''s length basis and in the ordinary course of business. There are no material significant Related Party Transactions entered into 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.
Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable and thus not attached. The attention of Shareholders is also drawn to the disclosure of transactions with related parties as set out in Notes of Financial Statements, forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The report on Corporate Social responsibility as required under Section 135 of the Companies Act, 2013 part of the Annual Report.
CONSERVATION OF, ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure A which forms part of this Report.
ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2023 made under the provisions of Section 92(3) of the Act is available on the website of the company i.e, www.skygold.co.in
Further, pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 company has also attached its Management Discussion and Analysis report for the financial year ended March 31, 2023, as as Annexure B.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Full particulars of loans, guarantees and Investments covered under Section 186 of the Companies Act 2013 provided during the financial year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company maintains an adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system is designated to provide reasonable assurance over reliability in financial reporting, ensure appropriate authorization of the transaction, safeguard the assets of the Company and prevent misuse/losses and legal compliance.
The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken if required.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Board of Directors & Key Managerial Personnel
i. Change in Directorship & Key Managerial Personnel
There has been no change in the Directorship of the Company during the Financial Year under review.
ii. Appointment of Company Secretary & Compliance officer
Ms. Pooja Shah, the previous Company Secretary and Compliance Officer of the Company has resigned from her post w.e.f. 18th May, 2023 and thereafter Ms. Nikita Jain (Membership No.: 71411) has been appointed as Company Secretary and Compliance officer of the Company on 19th May 2023.
iii. Retirement by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Darshan Chauhan (DIN: 02138075) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The board of directors recommended its re-appointment for the member''s approval.
b. Declarations by Independent Directors:
During the Financial Year under review, the Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.
The Company has a policy for performance evaluation of the Board, Committees, and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.
The Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.
DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has not yet constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise, and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, there were no instances.
DIFFERENCE OF VALUATION AT THE TIME OF AVAILING LOAN VS. AT THE TIME OF O.T.S:
During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for prevention of insider trading is available on the website of the Company.
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as â Annexure E. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.
ACKNOWLEDGEMENTS AND APPRECIATION
The board take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.
Mar 31, 2022
Your directors have the pleasure of presenting the 14th Annual Report of the Company together with the Audited Financial Statement of Accounts for the Financial Year ended March 31,2022.
1. FINANCIAL STATEMENT & RESULTS:a. Financial Results
The Companyâs financial performance during the year ended March 31, 2022, as compared to the previous financial year, is summarized below:
|
(Rs. in Lacs) |
|||
|
Particulars |
2021-22 |
2020-21 |
|
|
Income |
79,626.29 |
79,789.98 |
|
|
Less: Expenses |
77,459.04 |
79,184.23 |
|
|
Profit/ (Loss) before tax |
2,167.25 |
605.74 |
|
|
Less: Provision for tax |
475.05 |
124.50 |
|
|
Income Tax of earlier years w/off |
- |
- |
|
|
Exception Income |
|||
|
Exception expenditure |
- |
||
|
Profit after Tax |
1,692.19 |
481.25 |
|
|
b. Appropriation In Rs. (In Lacs) |
|||
|
Interim Dividend |
â |
â |
|
|
Final Dividend |
|||
|
Tax on the distribution of dividend |
_ |
_ |
|
|
Transfer to General Reserve |
. |
. |
|
|
Balance carried to the Balance sheet |
1,692.19 |
481.25 |
|
Sky Gold Limited continues to be engaged in the business of importers, exporters, manufacturers, buyers, sellers, dealers, distributors, wholesalers, assembles, designers, cutters, polishers, and labour jobs in all kinds of gold and silver Jewellery.
The Company achieved a turnover of Rs. 79,626.29 Lakh during the year as compared to Rs. 79,789.97 Lakh in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 1,692.19 Lakh during the financial year as compared to Rs. 481.25 Lakh in the previous Financial Year.
There was no change in the nature of the business of the Company, during the year under review.
To conserve resources, your Board of Directors has thought it prudent not to recommend any dividend for the financial year under review.
4. UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPR
Your Company has not declared any dividend to date and thus there was no unpaid dividend hence it was not required to transfer any amount to the Investor Education & Protection Fund (IEPF)
The Company has not transferred any amount to General Reserve.
6. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
No material changes and commitments are affecting the financial position of the Company that occurred between the end of the financial year to which these Financial Statements relate and the date of this Report.
However, the Company has passed the following resolutions through Postal Ballot dated August 25, 2022:
(i) Increased the Authorised Share Capital from Rs. 6,00,00,000/- (Six Crores Only) to Rs. 11,00,00,000/- (Eleven Crores Only).
(ii) Issued 53,71,940 Equity Shares of Rs. 10/-each as Bonus Shares.
(iii) Migration from the SME platform of BSE limited to the main board of BSE Limited
(iv) Listing of Securities on National Stock Exchange of India Limited (NSE).
7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, your Company did not have any Subsidiary, Associate Company and Joint Venture and thus AOC-1 was not required and not annexed.
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
As on 31st March, 2022, the Issued, Subscribed and Paid-up Share Capital of your Company stood at Rs. 5,37,19,400/- (Rupees Five Crores Thirty-Seven Lacs Nineteen Thousand Four Hundred Only), comprising 53,71,940 (Fifty-Three Lacs Seventy-One Thousand Nine Hundred and Forty) Equity Shares of Rs. 10/- each.
The Company has issued bonus shares in the ratio of 1:1 i.e., holder of 1 (one) fully paid-up equity shares of Rs 10 (Rupees Ten) each for every 1 (one) equity shares of Rs 10 (Rupees Ten) each held by the members and consequently the issued subscribed and Paid-up Share Capital of the Company is 1,07,43,880 Equity Shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity shares.
Further, the Company has not bought back any of its securities during the year under review, and hence no details/information is invited in this respect.
10. LOANS FROM DIRECTORS OR DIRECTORSâ RELATIVES
During the financial year under review, the Company has not borrowed any amount(s) from Directors.
11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by Company during the Financial Year 2021-22 were on armâs length basis and in the ordinary course of business. There are no material significant Related Party Transactions entered into 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. Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party T ransactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable and thus not attached. The attention of Shareholders is also drawn to the disclosure of transactions with related parties as set out in Notes of Financial Statements, forming part of the Annual Report.
12. CONSERVATION OF. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure A which forms part of this Report.
13. ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2022 made under the provisions of Section 92(3) of the Act is available on website of the company i.e, http://www. skygold.in/ investor/return.php
Further, pursuant to Regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 company has also attached its Management Discussion and Analysis report for the financial year ended March 31, 2021 as Annexure B.
14. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013
Full particulars of loans, guarantees and Investments covered under Section 186 of the Companies Act 2013 provided during the financial year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
15. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system is designated to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transaction, safeguarding the assets of the Company and prevent misuse/losses and legal compliance.
The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.
16. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Board of Directors & Key Managerial Personneli. Change in Directorship & Key Managerial Personnel
There has been no change in the Directorship of the Company during the Financial Year under review.
ii. Appointment of Company Secretary & Compliance officer
Due to the resignation of Mr. Shivang Goyal, previous Company Secretary and Compliance Officer of the Company, Ms. Pooja Haresh Shah has been appointed as Company Secretary and Compliance officer of the Company on 6th January 2022
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Mangesh Chauhan will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment. The board of directors recommended
its re-appointment for the memberâs approval,
b. Declarations by Independent Directors:
During the Financial Year under review, the Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence!! as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.
17. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIESa. Composition and category of the Directors
The Board of Directors, led by a Non-executive Non-independent Chairman, comprises of six Directors with diverse backgrounds and profession and having an optimum combination of Executive and Non-executive Independent Directors in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ).
|
Sr No. |
Name of Director |
Category |
AGM held on 30/09/2021 |
Number of Directorship (s) held in other public companies |
No. of shares held |
|
1 |
Mangesh Chauhan |
Executive Director |
Yes |
0 |
11,62,000 |
|
2 |
Mahendra Chauhan |
Executive Director |
Yes |
0 |
11,54,000 |
|
3 |
Darshan Chauhan |
Executive Director |
Yes |
0 |
11,54,000 |
|
4 |
Dilip Gosar |
Non-Executive & Independent |
Yes |
1 |
0 |
|
5 |
Loukik Tipnis |
Non-Executive & Independent |
Yes |
1 |
0 |
|
6 |
Kejal Shah |
Non-Executive & Independent |
Yes |
1 |
0 |
The familiarization programme of the Directors can be accessed at www.skyqold.in Mr. Mangesh Chauhan, Mr. Darshan Chauhan and Mr. Mahendra Chauhan are brothers,
The Board of Directors met 5 times during the financial year ended 31st March 2022 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
|
Sr No. |
Date of meeting |
Names of Directors as on the date of meeting |
Directors Present |
Directors Absent |
|
1 |
June 29, 2021 |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
1 .Mangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
NIL |
|
2 |
September 02, 2021 |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
NIL |
|
3 |
November 12, 2021 |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
1 .Mangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
NIL |
|
4 |
January 6, 2022 |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
NIL |
|
5 |
February 25, 2022 |
IMangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
1 .Mangesh Chauhan 2. Mahendra Chauhan 3. Darshan Chauhan 4. Dilip Gosar 5. Loukik Tipnis S.Kejal Shah |
NIL |
The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.
Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
c. Matrix of skills/competence/expertise of the Board of Directors
The Board of Directors of the Company comprises of people with diverse knowledge, skills and expertise and experience such as chemical industries, management, finance, tax, etc. The Managing Director and Executive Director are in charge of the overall affairs of the Company. The Independent Directors brings with them their respective domain expertise which are engineering, accountancy and management.
Wherever needed, the proposals are placed before the respective committee for its consideration and if recommended by it, then placed before the Board. All business transacted at the Board/Committee are with the presence of only non-interested directors. All committees (except Risk Management Committee) are chaired by the
Independent Directors and the views of all members are taken into consideration before decisions are taken.
The major skills/competencies/expertise and the directorships held by the Directors in other listed companies are summarized below:
|
Name ofthe Directors |
Directorship held in other listed Companies |
Category |
Skills/ Expertise |
|
Mangesh Chauhan |
0 |
Executive Director |
Business & Managerial |
|
Mahendra Chauhan |
0 |
Executive Director |
Business & Managerial |
|
Darshan Chauhan |
0 |
Executive Director |
Business & Managerial |
|
Dilip Gosar |
1 |
Non-Executive & Independent |
Accounts & Finance |
|
Loukik Tipnis |
1 |
Non-Executive & Independent |
Legal |
|
Kejal Shah |
1 |
Non-Executive & Independent |
Legal |
d. Audit Committee:⢠Preamble
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions ofthe said section.
⢠Terms of reference of Audit Committee:
The Audit Committee shall have the authority to investigate into any matter that may be prescribed under Company Law for the time being in force and within its terms of reference.
Role ofthe Audit Committee, inter-alia, includes the following: -
⢠Oversight ofthe Companyâs financial reporting processes and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
⢠Recommendation for appointment, remuneration and terms of appointment of Auditors ofthe Company.
⢠Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
⢠Reviewing with the Management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;
⢠Review and monitor the auditorâs independence and performance and effectiveness of audit process;
⢠Approval of transactions with related parties and any subsequent modification of such transaction in accordance with the Act read with the Rules made thereunder and the SEBI Regulations.
⢠Scrutiny of inter-corporate loans and investments;
⢠Valuation of undertakings or assets of the Company, wherever it is necessary;
⢠Evaluation of internal financial controls and risk management systems;
⢠Reviewing with the Management, performance of statutory and internal auditors, adequacy of the internal control systems;
⢠Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of the internal audit;
⢠Discussion with the internal auditors on any significant findings and follow up thereon;
⢠Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
⢠Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
⢠Looking into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any;
⢠Verifying effective operation and adequacy of internal control systems.
⢠Composition of Audit Committee:The audit Committee consists of the following members:
|
Name of Members |
Designation |
Membership in Committee |
|
Mr. Dilip Gosar |
Independent Director |
Chairman |
|
Mr. LoukikTipnis |
Independent Director |
Member |
|
Mr. Manqesh Chauhan |
Managing Director |
Member |
The Audit Committee met 3 times during the financial year ended 31st March 2022.
|
Sr. No. |
Date of meeting |
Mr. Dilip Gosar |
Mr. Loukik Tipnis |
Mr. Mangesh Chauhan |
|
1 |
June 29, 2021 |
Present |
Present |
Present |
|
2 |
September 2, 2021 |
Present |
Present |
Present |
|
3 |
November 12, 2021 |
Present |
Present |
Present |
e. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of Directors as constituted by the Board of
Directors of the Company in accordance with the requirements of Section 178 of the Act.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the
Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
⢠Terms of reference of Nomination & Remuneration Committee
a. Formulating criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
b. Formulation of criteria for evaluation of Independent Directors and the Board and also criteria for evaluation of performance of the Independent Directors.
c. Devising a policy on Board diversity.
d. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
e. To carry out evaluation of every Directorâs performance.
f. Such other matters as may be delegated by the Board of Directors of the Company; and
g. To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
h. Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
i. Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/Committee thereof, and any other benefits such as Commission, if any, payable to the Non- Executive Directors.
j. Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.
k. Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.
l. To perform such other functions as may be necessary or appropriate for the performance of its duties.
⢠Composition of Nomination & Remuneration Committee
The composition of the committee is as under:
|
Name of Members |
Designation |
Membership in Committee |
|
Mr. Dilip Gosar |
Independent Director |
Chairman |
|
Mr. LoukikTipnis |
Independent Director |
Member |
|
Ms. Kejal Shah |
Independent Director |
Member |
The Nomination & Remuneration Committee met 2 time during the financial year ended 31 st March 2022.
|
Sr. No. |
Date of meeting |
Mr. Dilip Gosar |
Mr. Loukik Tipnis |
Ms. Kejal Shah |
|
1 |
September 2, 2021 |
Present |
Present |
Present |
|
2 |
January 6, 2022 |
Present |
Present |
Present |
Performance evaluation criteria of the Board and Directors:
The criteria for the evaluation of directors are determined by the Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations on the basis of discussion amongst the Directors covering all aspects of the functioning of the Board and the Committees. The evaluation criteria provide for different parameters for the evaluation of the performance of the Board, its committees and Directors. The criteria for evaluation covers areas such as functioning of the Board/Committees, discharge of key responsibilities, Board governance, attendance at the meetings, independence of judgement exercised by the Directors, etc.
Pursuantto the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual evaluation of its own performance as well as the working of its Audit, Nomination & Remuneration, Stakeholdersâ Relationship, Risk Management, and Corporate Social Responsibility Committees. All the Directors carried out the performance evaluation. The Independent Directors evaluated the performance of non-independent directors, the Board as a whole and Chairman. The
performance evaluation of independent directors was done by the entire Board members in which the independent directors who were being evaluated did not participate.
The Remuneration Policy of the Company strives to ensure that the level and composition of the remuneration is reasonable and sufficient to attract, retain and motivate the best talent commensurate with the size of the Company.
The remuneration of the Directors are in accordance with the provisions of the Act and the approval of the members of the Company. There was no pecuniary relationship or transactions between the Company and any of its Directors apart from the remuneration as detailed below:
|
Name |
Remuneration |
Commission |
Sitting Fees |
Total |
|
Mangesh Chauhan |
20,31,188 |
0 |
0 |
20,31,188 |
|
Darshan Chauhan |
20,31,188 |
0 |
0 |
20,31,188 |
|
Mahendra Chauhan |
20,31,188 |
0 |
0 |
20,31,188 |
|
Loukik Tipnis |
0 |
0 |
50,000 |
50,000 |
|
Dilip Gosar |
0 |
0 |
50,000 |
50,000 |
|
Kejal Shah |
0 |
0 |
40,000 |
40,000 |
Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company are as under:
1. Minimum Qualification
2. Positive Attributes
3. Independence
4. Experience
The salient features of the Remuneration Policy and changes therein are attached in this report and the Remuneration Policy is available on Company''s website and can be accessed via the link provided herein below: http://www.skvqold.in/investor/policies.php
f. Stakeholders Relationship Committee⢠Preamble
During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder''s Relationship Committee.
⢠Terms of reference of Stakeholderâs Relationship Committee:
The scope and terms of reference of the Stakeholder''s Relationship Committee have been framed in accordance with the Act.
⢠Composition of Stakeholderâs Relationship Committee:
Stakeholders Relationship Committee consists of the following members:
|
Name of Members |
Designation |
Membership in Committee |
|
Mr. Loukik Tipnis |
Independent Director |
Chairman |
|
Mr. Mahendra Chauhan |
Independent Director |
Member |
|
Mr. Darshan Chauhan |
Whole Time Director |
Member |
The Company has not received any Complaints and consequently, there are no Complaints resolved and no Complaints are pending. The Company Secretary acts as the Secretary of the Committee.
The Committee meet once on June 29, 2021 and February 25, 2022 and all the members
were present in the same,
g. Corporate Social Responsibility Committee:⢠Preamble:
During the year under review, pursuant to Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Corporate Social Responsibility Committee.
⢠Terms of reference of Corporate Social Responsibility Committee:
The scope and terms of reference of the Corporate Social Responsibility Committee have been framed in accordance with the Act.
⢠Composition of Corporate Social Responsibility Committee:
Corporate Social Responsibility Committee consists of following members:
|
Name of Members |
Designation |
Membership in Committee |
|
Mr. Mahendra Champalal Chauhan |
Whole Time Director |
Chairman |
|
Mr. Darshan Chauhan |
Whole Time Director |
Member |
|
Mrs. Kejal Niken Shah |
Independent Director |
Member |
The Committee meet twice on June 30, 2021 and February 25, 2022 and all the members were present in the same.
During the Financial Year 2021-22 company has made the CSR Expenditure of Rs. 10,20,000/- which is over and above the mandatory requirement as per Section 135 of the Companies Act, 2013. A brief Annual report on the same has been annexed below as Annexure D
The company was not required to form risk management committee for the financial year 2021 -22, pursuant to Regulation 21 of SEBI (Listing obligations and disclosure requirements), Regulations 2015 and other applicable provisions thereunder.
i. Vigil Mechanism Policy for the Directors and Employees
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concerns/grievance to the
Chairman of the Board of Directors.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.
k. GENERAL BODY MEETINGS:1. Annual General Meetings
|
Financial Year |
Date |
Time |
Venue |
Special Resolution |
|
2018-19 |
21/09/2019 |
10:30 a.m. |
Gala No. 101, 102, 103, 1st Floor, Rajalndustrial Estate, Sarvoday Nagar, Jain Mandir Road, Mulund (West) Mumbai 400080 |
1. To Authorize the Board to sell, lease or otherwise dispose undertaking of Company pursuant to Section 180 (1) (a) under Companies Act, 2013 2. To authorize the Board to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital, free reserves and securities premium, apart from temporary loans obtained from the companyâs bankers in the ordinary course of business 3. To approve the limits for the Loans, Investment, guarantees and Investment by the Company in terms of the provisions Section 186 of the Companies Act, 2013 |
|
2019-20 |
30/09/2020 |
11:00 a m. |
Through VC/OVAC |
1. To consider and approve the remuneration of Mr. Mangesh Chauhan, Managing Director of the company 2. To consider and approve the |
|
remuneration of Mr. Mahendra Chauhan, Whole-Time Director of the company 3. To consider and approve the remuneration of Mr. Darshan Chauhan, Whole-Time Director of the company |
||||
|
2020-21 |
30/09/2021 |
11:00 a m. |
Through VC/OVAC |
No Special Resolution |
2. During the year, no special resolution was passed through postal ballot.3. No special resolution is proposed to be conducted through postal ballot at this AGM.4. Means of Communication
|
Quarterly results |
The quarterly results are published in the newspapers and displayed on the Company''s website. |
|
Newspapers wherein results published |
The results are generally published in Free Press Journal and NavaShakti. |
|
Any website, where displayed |
The results of the Company are displayed on the website of the Company www.skyqold.in |
|
Whether it also displays official news releases |
Yes |
|
The presentations made to institutional investors or to analysts |
The Company generally makes presentations to investors/ analysts after the declaration of financial results and also participates in a conference call with financial analysts |
l. CORPORATE GOVERNANCE REPORT
The company being SME Listed, is not required to disclose corporate governance report for the financial year 2021 -22 as a part of Annual report, pursuant to the provisions of Regulation 15 of SEBI (Listing obligations and disclosure requirements), Regulations 2015.
m. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship.
The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each director covering Board functioning such as the composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.
In a separate meeting of Independent Directors, the performance of non-independent directors, the performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive director.
The same was discussed in the Board meeting at which the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The matters related to Auditors and their Reports are as under:
a. Statutory Auditorâs Appointment and Auditorâs Report
The Board of Director proposed the re-appointment of M/s V J Shah & CO, Chartered Accountants, the Statutory Auditors of the Company (FRN: 109823W) having valid peer review certificate issued by Institute of Chartered accountant of India, New Delhi on which the Shareholders provide their approval for the appointment for 5 years from the conclusion of the Extra-Ordinary General Meeting held on March 21, 2020, till the Conclusion of Annual General Meeting to be held in the financial year 2025.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported bythe Statutory Auditors ofthe Company under Section 143(12) ofthe Companies Act, 2013.
b. Secretarial Audit Report for the year ended 31st March 2022
Provisions of Section 204 read with Section 134(3) ofthe Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Shivang G Goyal & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2021-22.
Secretarial Audit Report issued by M/s. Shivang G Goyal & Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2021-22 forms part to this report.
c. Reporting of frauds by statutory auditors under section 143(12):
According to the information and explanations provided, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course ofthe audit.
d. Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
Other disclosures as per provisions of Section 134 ofthe Act read with Companies (Accounts) Rules, 2014 are furnished asunder:
a. Disclosure of Significant and material orders passed by regulators or courts or tribunal
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.
b. Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the Board or any statutory authority, on any matter related to capital markets, during the last three years.
No penalties or strictures were imposed by the stock exchanges or SEBI or any other statutory authority during the last three years.
c. Details of compliance with mandatory requirements and adoption of the nonmandatory requirements.
The Company complies with all mandatory legislations including but not restricted to Ind As, Secretarial Standards, Internal Financial Controls, Code of Conduct, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, Corporate Social Responsibility etc.
The Company has not adopted any non-mandatory requirements.
d. Web link where policy for determining materialâ subsidiaries is disclosed The Company do not have any subsidiary and hence no material subsidiary.
e. Web link where policy on dealing with related party transactions The Policy on related party transactions is available at www.skygold.in
f. Disclosure of commodity price risks and commodity hedging activities - Nil
g. Details of the utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) - Not applicable
h. Certificate from a company secretary in practice that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority - Annexure C
i. Where the board had not accepted any recommendation of any committee of the Board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof - None
j. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the Statutory Auditors and all entities in the network firm/network entity of which the Statutory Auditor is a part
Audit Fees - Rs. 4,00,000/-Reimbursement of Expenses - NIL Total - Rs. 4,00,000/-
k. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
No complaints pertaining to sexual harassment of women employees were received during the year.
l. Loans and advances in the nature of loans by the Company and its subsidiary to firms/companies in which directors are interested - Nilm. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed - Niln. Directorâs Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March 2022, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and the Directors 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 31st March 2022 and of the profit/loss of the Company for that year;
(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
o. Disclosure Regarding Internal Complaints Committee:
The Company has not yet constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
p. Disclosure under section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
q. Disclosure under section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
r. Disclosure under section 62(1)(b) of the Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
s. Disclosure under section 67(3) of the Companies Act, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
t. Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC):
During the year under review, there were no instances.
u. Difference of Valuation at the time of Availing Loan vs. at the time of O.T.S:
During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.
v. Code of Conduct for Prevention of Insider Trading
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements ofSEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy ofthe Company covering code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for prevention of insider trading is available on the website ofthe Company.
The Equity Shares ofthe Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.
x. General Information to Shareholders
|
Day, Date, and Time of Annual General Meeting |
Friday 30th September 2022 11.00 AM |
|
Financial Year |
1st April to 31st March |
|
Date of Book Closure |
September 23, 2022, to September 30, 2022 (Both Days Inclusive) |
|
Dividend Payment Date |
Not Applicable |
|
ISIN Code |
INE01IU01018 |
|
Listing on Stock Exchange and Stock code |
BSE Limited -541967 |
|
Registrars & Share Transfer Agents |
Link Intime India Pvt. Ltd, C-101, 1st Floor, 247 Park, Lai Bahadur Shastri Marg, Vikhroli (West), Mumbai, Maharashtra, 400083 Tel. : 022-49186200 Email: skvaold.ipo(3).linkintime.co.in Website: www.linkintime.co.in |
|
Share Transfer System |
By the Registrar & Share Transfer Agents |
|
Dematerialization of shares and liquidity |
100 Percent |
|
Plant locations |
Gala no 101,102,103, 1st Floor, Raja Indl Estate Sarvoday Nagar, Jain Mandir Road, Mulund (West) Mumbai Mumbai City MH 400080 IN |
|
Address for correspondence |
Gala no 101,102,103, 1st Floor, Raja Indl Estate Sarvoday Nagar, Jain Mandir Road, Mulund (West) Mumbai Mumbai City MH 400080 IN |
|
Credit Rating |
BBB |
|
y- |
Market Price Data During the Year Ended 31st March 2022 (Month-Wise) |
||
|
Month |
High (Rs.) |
Low (Rs.) |
|
|
April |
182 |
182 |
|
|
May |
182 |
182 |
|
|
June |
182 |
182 |
|
|
July |
182 |
182 |
|
|
August |
190 |
185 |
|
|
September |
190 |
185 |
|
|
October |
190 |
185 |
|
|
November |
190 |
180 |
|
|
December |
190 |
180 |
|
|
January |
190 |
180 |
|
|
February |
200 |
200 |
|
|
March |
240 |
180 |
|
|
aa. Distribution Of Shareholding as at 31st March 2022 |
|||||
|
Shareholding |
No. of Shareholders |
% of total |
No. of Shares |
% of total |
|
|
1-500 |
|||||
|
501-1000 |
18 |
13.9535 |
14400 |
0.2682 |
|
|
1001-2000 |
6 |
4.6512 |
9112 |
0.1696 |
|
|
2001-3000 |
3 |
2.3256 |
7200 |
0.1340 |
|
|
3001-4000 |
2 |
1.5504 |
6400 |
0.1191 |
|
|
4001-5000 |
3 |
2.3256 |
14,400 |
0.2681 |
|
|
5001-10000 |
7 |
5.4264 |
59,200 |
1.1020 |
|
|
10001-Above |
90 |
69.7674 |
52,61,228 |
97.9391 |
|
|
Total |
129 |
100.00 |
53,71,940 |
100.00 |
|
bb. Disclosure under section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of companies (appointment &remuneration) rules, 2014
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as â Annexure E. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.
ACKNOWLEDGEMENTS AND APPRECIATION
The board take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments fortheir consistent support and encouragement to the Company.
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