Your Directors are pleased to present the 31st Annual Report of Senco
Gold Limited ("Your Company") together with the Audited Financial Statements
(both Standalone and Consolidated) for the financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended March 31, 2025,
on a standalone and consolidated basis, is summarized as below:
Particulars |
Standalone |
Consolidated |
|
31st March, 2025 |
31st March, 2024 |
31st March, 2025 |
31st March, 2024 |
| Revenue from operations |
62,586.76 |
52,296.64 |
63,280.72 |
52,414.43 |
| Other Income |
546.95 |
427.59 |
545.67 |
422.40 |
| Total Income |
63,133.71 |
52,724.23 |
63,826.39 |
52,836.83 |
| Expenditure |
58,882.89 |
48,483.04 |
59,604.41 |
48,659.33 |
Earnings before Interest, Depreciation and Taxation (EBITDA)_ |
3,703.85 |
3,813.60 |
3,676.31 |
3,755.10 |
| Finance Cost |
1,353.37 |
1,077.98 |
1,362.12 |
1,081.03 |
| Depreciation |
658.03 |
590.08 |
681.25 |
601.09 |
| Profits before exceptional items and tax |
2,239.42 |
2,573.13 |
2,178.61 |
2,495.38 |
| Exceptional items |
- |
- |
- |
- |
| Tax |
585.71 |
685.63 |
585.52 |
685.34 |
| Profit after tax |
1,653.71 |
1,887.50 |
1,593.09 |
1810.04 |
| Adjusted EBITDA* |
4,278.10 |
3,813.60 |
4,250.50 |
3,755.10 |
| Adjusted PAT* |
2,078.60 |
1,887.50 |
2,018.00 |
1,810.04 |
| Adjusted EBITDA % |
6.83 |
7.29 |
6.72 |
7.16 |
| Adjusted PAT % |
3.32 |
3.61 |
3.19 |
3.45 |
1. FINANCIAL PERFORMANCE
During the year under review, your company achieved a total Income of INR 63,133.71
million as compared to INR 52,724.23 million for the previous year on a standalone basis.
The Net Profit after tax was INR 1,653.71 million as compared to INR 1,887.50 million for
the previous year on a standalone basis.
The total Income from the operation was INR 63,826.39 million as compared to INR
52,836.83 million for the previous year on a consolidated basis. The Net Profit after tax
was INR 1,593.09 million as compared to INR 1,810.04 million for the previous year on a
consolidated basis.
Your Company is a leading pan-India jewellery retailer with a legacy of more than eight
decades and largest jewellery retail player in eastern India based on number of showrooms.
In line with the growth strategy, the Company continued its business expansion with sharp
focus on driving profitability and customer acquisition. During the year under review, the
Company added 16 showrooms, thereby expanding its showroom portfolio to 175 (including 4
Sennes Store and 72 Franchisee showrooms) as at the end of the year, spread across India
having various formats like Classic & Modern, D'Signia, Everlite, House of Senco to
cater to various customer segments. The Company diversified its product portfolio recently
by launching "SENNES" brand for leather bags, perfumes and lab grown
diamond jewellery.
During the year, the gold prices increased substantially continuing their upward
journey throughout the year based on global uncertainty, Russia Ukraine conflict, war in
Israel and middle east tension and the apprehension of rising tariffs in international
trades. During the year, due to the reduction in customs duty on gold from 15% to 6.5%,
there was a onetime hit on your company's existing inventory of Rs 574.2 million. This
impacted gross margin and EBITDA by 50 basis points. However, after excluding the onetime
impact of custom duty, the adjusted EBITDA increased from Rs 3,814 million to Rs 4,278
million, while the adjusted PAT increased from Rs 1,887 million to Rs 2,078 million. Even
in these challenging scenario, your Company achieved substantial growth. This growth was
fuelled by maturity of existing showroom, higher wedding sales and higher old gold
exchange.
2. EQUITY FUNDS RAISED THROUGH QUALIFIED INSTITUTIONS PLACEMENT
Pursuant to approval of the Board of Directors at their meeting held on 4th
October, 2024 and subsequent approval of the members through resolutions passed by way of
postal ballot dated 26th November, 2024, your Company successfully raised INR
4590.00 million through Qualified Institutions Placement (QIP) on December 13, 2024,
involving the issuance and allotment of 40,80,000 equity shares of face value INR 10/-
each per share at an issue price of INR 1,125/- per Equity Share, (including a premium of
INR 1,115/- per Equity Share).The issue was made in accordance with the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 as amended, and Sections 42 and 62
of the Companies Act, 2013, as amended, including the rules made thereunder. The proceeds
were raised for repayment / pre-payment, in part or in full, of certain outstanding
borrowings availed by your Company and for other general corporate purposes of the
company, as outlined in the Placement Document. Your Company has appointed ICRA Limited as
the Monitoring Agency for monitoring the utilization of the proceeds raised through QIP.
The Monitoring Agency issues quarterly report on the utilization of the proceeds. As on 31st
March, 2025 your Company has utilised INR 3642.02 million. The entire unutilised amount of
INR 934.20 million as raised for general corporate purposes, is currently parked in fixed
deposits with banks and is pending for deployment.
There have been no deviations in the utilization of funds from the intended objects as
stated in the Placement Document. The QIP has further strengthened your Company's capital
structure, significantly enhanced financial flexibility, and provided momentum to its
ambitious growth initiatives.
3. SUB-DIVISION/SPLIT OF THE EQUITY SHARES
During the financial year, the Board of Directors of your Company at their meeting
dated 4th October, 2024 approved the sub-division/split of equity shares of
your Company, i.e. 1 (one) equity share having face value of INR 10/- (Rupees Ten only)
each, fully paid-up, was subdivided into 2 (two) equity shares having face value of INR
5/- (Rupees five only) each, fully paid-up.
Further, the members vide resolution passed by way of postal ballot on 26th
November, 2024 approved the said sub-division/ split of equity shares and consequential
alteration in the existing Capital Clause of the Memorandum of Association (MOA) and the
Articles of Association (AOA) of your Company. After the requisite approvals of the Stock
Exchanges i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited
("NSE") and the Depositories i.e. National Securities Depository Limited
("NSDL") and Central Depository Services India Limited ("CDSL"), new
ISIN (INE602W01027) was allotted to your Company. The effect of change in face value of
the shares were reflected on the share price at the Stock Exchanges where your Company is
listed i.e BSE and NSE effective from 31st January, 2025 i.e. record date for
the purpose of sub-division/ split of equity shares of your Company. The Earnings per
share (EPS) of the equity shares has reduced due to the stock split. The reduction in EPS
is a notional effect of the stock split and does not reflect any change in the Company's
profitability.
4. DIVIDEND
The Board of Directors have recommended a final dividend at the rate of 20% (i.e Re.
INR 1/- per equity share of face value INR 5/- each)subject to approval of members at the
ensuing Annual General Meeting. The final dividend, if approved, would be paid to members
whose names appear in the Register of Members as on the record date fixed for this
purpose. The dividend payment is based upon the parameters mentioned in the Dividend
Distribution Policy approved by the Board.
5. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), your Company has
formulated Dividend Distribution Policy and the same is also available on the website of
your Company at https://sencogold.com/storage/files/Hq7ZAMM0
WeVjoiOs4HKnDfFPzJ2rXOfm6PTPDYLE.pdf.
6. TRANSFER TO RESERVES
As permitted under the provisions of the Companies Act, 2013, the Board does not
propose to transfer any amount to general reserve and has decided to retain the entire
amount of profit for the Financial Year 2024-25 as appearing in the statement of profit
and loss account for the purpose of business growth.
7. CHANGE IN NATURE OF BUSINESS.
During the year under review, there was no change in the nature of business of the
Company.
8. SHARE CAPITAL
The Authorized Share Capital of your company as on 31st March, 2025 stood at
INR 1,14,00,00,000 divided into 2,00,000,000 Equity Shares of INR 5/- each and 1,40,00,000
Compulsory Convertible Non-Cumulative Preference Shares of INR 10/- each and issued,
subscribed and paid-up share capital is INR 81,84,05,160 divided into 16,36,81,032 Equity
Shares of INR 5/- each. Further pursuant to allotment of 40,80,000 Equity Shares of face
value INR 10/- each on 13th December, 2024 pursuant to QIP, 18,275 Equity
Shares of face value INR 10/- each on 5th August, 2024 and 76,136 Equity Shares
of face value INR 5/- each on 6th March, 2025 pursuant to ESOP scheme of the
Company, the issued, subscribed and paid-up capital stands at INR 81,84,05,160/- as on 31st
March, 2025, as compared to INR 77,70,41,730/- as on 31st March, 2024.
During the financial year, the equity shares of your Company was subdivided from 1
(one) equity share having face value of INR 10/- (Rupees Ten only) each, fully paid-up, to
2 (two) equity shares having face value of INR 5/- (Rupees five only) each, fully paid-up.
The record date for the same was 31st January, 2025.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Pursuant to Section 186 of the Companies Act, 2013 the particulars of loans, guarantees
and investments made by the Company are given in the notes to financial statements. The
Company has granted loans, provided guarantee and made investment in its wholly owned
subsidiary(ies) and other body corporate if any, for their business purpose.
10. PUBLIC DEPOSITS/ JEWELLERY PURCHASE SCHEME
Your Company has been accepting deposit from Customers under its jewellery purchase
schemes i.e. "Swarna Yojana", "Swarna Labh" and "Swarna
Vriddhi". The scheme is to facilitate customers of your Company to purchase jewellery
by making advance payments through easy monthly instalments and get benefit in the form of
discount at the time of purchase of jewellery, based on the duration of the scheme. The
requisite details relating to such jewellery purchase scheme, covered under Chapter V of
the Act are as under: (a) Accepted during the year: INR 3117.5 million. (b) Remained
unpaid or unclaimed as at the end of the year: INR 2114.5 million.
(c) Whether there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and the total amount
involved: (i) at the beginning of the year: NIL
(ii) Maximum during the year: NIL (iii) at the end of the year: NIL
There were no deposits not in compliance with the requirements of Chapter V of the
Companies Act, 2013. The Company has no advance from customers lying with it for more than
three hundred and sixty-five days at the end of the year under review.
11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies
(Accounts) Rules, 2014, the report on performance and financial position of subsidiaries
is included in the Consolidated Financial Statements of the Company. During the FY
2024-25, the Company did not have any material subsidiary. The Company has a policy for
determining the materiality of a subsidiary, which is available at:
https://sencogold.com/storage/files/PvL7wk174yXU 5FY2GgC5L7fO1khphGlB266voJmM.pdf.
As on March 31, 2025, your Company had the following subsidiary companies:
Sr. No |
Name of the Subsidiary |
Type |
| 1 |
Senco Gold Artisanship Private Limited |
Wholly owned subsidiary |
| 2 |
Senco Global Jewellery Trading LLC, UAE |
Wholly owned subsidiary |
| 3 |
Sennes Fashion Limited |
Wholly owned subsidiary |
(i) Senco Gold Artisanship Private Limited
Senco Gold Artisanship Private Limited (SGAPL) is a wholly owned subsidiary of the
Company which was incorporated on 14th October 2020 and is engaged in the
business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery
and jewellery made of silver, platinum and precious and semi-precious stones, gold coins
and other metals. The separate audited financial statements of SGAPL, are available on the
Company's website on https://sencogold.com/storage/files/LKRaHMX4y
ZrwEwGaeJT3rRrZKwf9ovXHDACoYywO.pdf.
The total Income from the operation was INR 532.64 million as compared to INR 444.95
million for the previous year. The Net loss decreased to INR 3.01 million as compared to
INR 16.12 million for the previous year.
(ii) Senco Global Jewellery Trading LLC, UAE
Senco Global Jewellery Trading LLC (SGJTL) was incorporated on 14th February
2023 in Dubai (UAE) as a wholly owned subsidiary of the Company and as a part of the
Company's global expansion plan. SGJTL is engaged in the business of B2B trading and
retail of gold, diamond, stones and jewelleries. The said
Company is also operating one retail store at Dubai, UAE. The separate audited
financial statements of SGJTL, are available on the Company's website on
https://sencogold.com/storage/files/FNR0BJtvVr1me AALlsr6M53LNOspRDfohxqGdNv3.pdf.
The total Income from the operation was INR 2002.46 million as compared to INR 306.74
million for the previous year. The Net loss is INR 47.90 million as compared to INR 36.45
million for the previous year.
(iii) Sennes Fashion Limited
Sennes Fashion Limited (SFL) is a wholly owned subsidiary of the Company, which was
incorporated on 7th September 2024. SFL is engaged in the business of trading,
import of Lifestyle products, lab grown diamond jewellery, leather accessories and
perfumes etc. The separate audited financial statements of SFL, are available on the
Company's website on https:// sencogold.com/storage/files/WwImddcvnVOrmET4
IygfdgzA7DLoBlIIRgSn8UqG.pdf.
The company has reported total income from operation of INR 1.14 million in its initial
months of operation. The company incurred a loss of INR 6.97 million which reflects
initial costs for building a strong foundation.
There has been no material change in the nature of the business of any of the
above-mentioned subsidiaries. During the financial year, none of the company has ceased to
be a subsidiary.
Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with
Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient
feature of the financial statement of a Company's subsidiary is enclosed as Annexure-I in
the Form AOC-1, forming part of this report. The Company does not have any Joint
Venture or an Associate Company as on 31st March, 2025.
12. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
A review of the performance and outlook of the Company and its businesses, as well as
the state of the affairs of the business, along with the financial and operational
developments have been discussed in detail in the Management Discussion and Analysis
Report, which forms part of the Annual Report.
13. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)
The Business Responsibility & Sustainability Report for the year under review, as
stipulated under Regulation 34(2)(f) of the Listing Regulations, describing the
initiatives taken by the Company from a social, environmental and governance perspective,
forms an integral part of this Annual Report.
14. MATERIAL CHANGES AND COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
The following material changes took place in the Financial Year 2024-25:
– Your Company successfully raised INR 4590.00 million through Qualified
Institutional Placement and allotted 40,80,000 equity shares of INR 10/- each issued at
the price of INR 1,125/- each (including a premium of INR 1,115/- per Equity
Share).
– Your Company sub-divided its existing 1 (one) Equity Share of face Value of INR
10/- (Rupees Ten only) each fully paid up into 2 (two) Equity Shares of face value of INR
5/- (Rupees Five only) each fully paid up to make the equity shares of the Company more
affordable and to encourage participation of investors at large.
– Your Company incorporated "Sennes Fashion Limited" a wholly owned
subsidiary of the Company to carry the business of trading, export and import of Lifestyle
products, lab grown diamond jewellery, leather and non-leather accessories, perfumes and
gift items separately under the brand of "SENNES".
From the end of the Financial Year i.e. FY 2024-25 and as on the date of report, your
Company has entered into a Strategic & Marketing tie-up with August Jewellery Private
Limited ("AJPL") having omnichannel brand "Melorra". As a result of
this, all existing Company owned & Company operated (COCO) stores of AJPL will be
operated by your Company as Franchisee of AJPL, while the Franchisee owned &
Franchisee operated (FOFO) and Franchisee owned Company operated (FOCO) stores of AJPL
will become your Company's sub franchisee.
Other than as disclosed above and in the financial statements, there have been no
material changes or commitments, affecting the financial position of the Company which
occurred between the end of the Financial Year of the Company to which the Financial
Statements relate and the date of this Report.
15. RISK MANAGEMENT FRAMEWORK
Your Company has constituted a Risk Management Committee (RMC) as per the statutory
requirement. The Risk Management Committee undertakes risk assessment and minimization
procedures and recommends the same to the Board of Directors. The Board periodically
reviews Company's Risk Management Framework taking into consideration the recommendations
of the Risk Management Committee and the Audit Committee.
Your Company has an elaborate Risk Management Framework, which is designed to enable
risks to be identified, assessed and mitigated appropriately. Your Company monitors,
manages and reports on the principal risks and uncertainties that can impact its ability
to achieve its strategic objectives. Your Company's SOP's, organizational structure,
management systems, code of conduct, policies and values together govern how your Company
conducts its business and manage associated risks. The Risk Management framework enables
the management to understand the risk environment and assess the specific risks and
potential exposure to your Company, determine how to deal best with these risks to manage
overall potential exposure, monitor and seek assurance of the effectiveness of the
management of these risks and intervene for improvement where necessary and report
throughout the organization structure and upto the Risk Management Committee on a periodic
basis about how risks are being monitored, managed, assured and improvements are made.
Your Company has formulated a Risk Management Policy and placed at company website
https:// sencogold.com/storage/files/b84sAWj9VFK9zfGGXo 70IwFcy71o9HCIxuuE9CRc.pdf
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company believes to integrate social and environmental concerns in its business
operations and interactions with its stakeholders. It has always worked toward building
trust with all its stakeholders based on the principles of good corporate governance,
integrity, equity, transparency, fairness, disclosure, accountability, and commitment to
values. The Company will work towards leveraging its expertise for various social causes
and encourage its employees to volunteer for the CSR program of the Company. Your Company
has well defined policy on CSR as per the requirement of Section 135 of the Companies Act,
2013 which covers the activities as prescribed under Schedule VII of the Companies Act
2013. Your Company discharges its Corporate Social Responsibility obligations through a
registered Implementing Agency namely P.C. Sen Charitable Trust by supporting projects in
the areas of Health, Education, Women Empowerment, Social, Environment Sustainability and
Ecological Balance as prescribed under Schedule VII of the Companies Act, 2013.
A brief outline of the CSR philosophy, salient features of the CSR Policy of the
Company, the CSR initiatives undertaken during the financial year 2024-25 together with
progress thereon and the report on CSR activities in the prescribed format, as required
under Section 134(3) (o) read with Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, are set out in Annexure - II to this
Report and the CSR Policy can be accessed using the link https://
sencogold.com/storage/files/1Ix1rOfu4hJ5xVQ vxp1CAt6NVX9UHvL82XnZYECg.pdf.
17. CORPORATE GOVERNANCE
The Corporate Governance practice of your Company is a true reflection of the values
and morale of the Company, which is committed to implementing the best practices of
Corporate Governance and to managing the affairs of the company with integrity,
transparency and accountability as the driving force. Your Company has complied with the
Corporate Governance requirements under the Act, and as stipulated under the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 as amended from time to time. A
separate section on Corporate Governance under the SEBI Listing Regulations, along with
the certificate from the Practicing Company Secretary confirming the compliance, forms
part of this Board Report.
18. EMPLOYEE STOCK OPTION SCHEME
Your Company grants share-based benefits to eligible employees with a view to attract
and retain talent, to encourage employees to align individual performance with the Company
objectives and to promote their increased participation in the growth of the Company
through Senco Gold Limited Employees Stock Option Scheme 2018 (ESOP Scheme 2018). After
listing of the equity shares in BSE and NSE, your Company suitably amended and ratified
the ESOP Scheme 2018 by passing special resolution via Postal Ballot on June 07, 2024, to
meet regulatory requirements mandated by the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations").
The applicable disclosures as stipulated under Regulation 14 of SEBI SBEB Regulations
with regard to Employees Stock Option Plan of the Company are available on the website of
the Company and weblink for the same is https://sencogold.com/storage/files/
sqF64tJUXK0jwQnY8VPA6JzAgu0AoiViNvOfHUU8.pdf A certificate from the Secretarial Auditors
of the Company, confirming that the aforesaid scheme has been implemented in accordance
with the SEBI SBEB Regulations, will be open for inspection at the ensuing 31st
Annual General Meeting.
During the year under review, the Nomination, Remuneration and Compensation Committee ("NRC
Committee") of the Board had allotted 1,12,686 equity shares (18,275 equity
shares of INR 10/- each were allotted on 5th August, 2024 [36,550 shares of INR
5/- each as on 31st March, 2025, pursuant to stock split] and 76,136 equity
shares of INR 5/- each were allotted on 6th March, 2025) to the eligible
employees of your Company. Further your Company has also granted 3,25,000 (Three Lakhs
Twenty-Five Thousand) stock options to the eligible employees of the Company under the
ESOP Scheme 2018, under Tranche IV of the scheme, at an exercise price of INR 237/- per
option as approved by the NRC Committee at their meeting held on 18th March,
2025.
19. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The details of remuneration paid to Directors, Key Managerial Personnel of the Company
and other information as required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as "Annexure – III" and forms a part
of this Report.
The statement containing particulars of employees pursuant to Section 197(12) of the
Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual
Report in accordance with the provisions of Section 136 of the Act. The said information
is available for inspection at the registered office of the Company and any member
interested in inspecting the same may write to the Company Secretary in advance on
corporate@sencogold.co.in.
20. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act, 2013 (hereinafter referred as
"the Act") and Articles of Association of the Company, Mrs. Joita Sen (DIN:
08828875), Whole-time Director, is liable to retire by rotation at the ensuing AGM and
being eligible, offer herself for re-appointment. The brief resume and other disclosures
relating to the Director who is proposed to be re-appointed, as required to be disclosed
pursuant to Regulation 36 of the Listing Regulations and Clause 1.2.5 of the Secretarial
Standard 2 are given in the Annexure – A to the Notice of the 31st
Annual General Meeting.
The details of Board and Committees composition, tenure of directors, areas of
expertise, terms of reference and other details are available in the Corporate Governance
Report that forms a part of this Annual Report.
Declaration of independence
The Company has received necessary declaration from each Independent Director of the
Company stating that: – they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and – as
required vide Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 they have registered their names in the Independent Directors'
Databank maintained by the Indian Institute of Corporate Affairs. Based on the
declarations received from the Directors, the Board confirms, that the Independent
Directors fulfil the conditions as specified under Schedule V of the Listing Regulations
and are independent of the management.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing
Regulations, Mr. A.K. Labh, Practising Company Secretary, has certified that none of the
Directors on the Board of your Company has been debarred or disqualified from being
appointed or continuing as Directors of any Company 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.
Key Managerial Personnel
During the year, Mr. Surendra Gupta, (M. No. A20666), resigned from the position of
Company Secretary & Compliance Officer of the Company w.e.f. 24th June,
2024. Mr. Mukund Chandak, (M. No. A20051) was appointed as the Company Secretary &
Compliance Officer via Board Resolution dated June 27, 2024, based on the recommendation
of the NRC Committee.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr Suvankar Sen
Managing Director & CEO (DIN: 01178803), Mr. Sanjay Banka, Chief Financial Officer and
Mr. Mukund Chandak, Company Secretary and Compliance Officer are the Key Managerial
Personnel of the Company as on 31st March, 2025.
Number of meetings of the Board of Directors
During the year under review the Board of Directors held 11 (eleven) meetings, the
details of which are provided in the Corporate Governance Report. The maximum gap between
any two meetings was less than 120 days, as stipulated under SEBI's Listing Requirements,
2015. The details of Board Meetings held, and attendance of Directors are provided in the
Report on Corporate Governance forming part of this report.
Separate meeting of Independent Directors
Details of the separate meeting of the Independent Directors held and attendance of
Independent Directors therein are provided in the Report on Corporate Governance, forming
part of this Report.
21. ANNUAL RETURN
As required under Section 92(3) of the Act, the Company has placed a copy of the Annual
Return on the website at https://sencogold.com/storage/files/
jOFSIjeVSbJWWgcDXdvEXH0p2Ukz9Fd7oj4rPEs7.pdf.
22. NOMINATION AND REMUNERATION POLICY
The Board has framed and adopted a Nomination and Remuneration Policy ("NRC
Policy") in terms of Section 178 of the Act and SEBI Listing Regulations. The NRC
Policy, inter-alia, lays down the principles relating to appointment, cessation,
remuneration and evaluation of Directors, Key Managerial Personnel, Senior Management
Personnel and other matters as provided under Section 178 of the Act and SEBI Listing
Regulations. The remuneration paid to the Directors is as per the terms laid out in the
NRC Policy of the Company.
The NRC Policy is available on the website of the Company at:
https://sencogold.com/storage/files/ebv0 MXMishEmmBuFhWxkWaY9RGIgrxHklTi4aYCu.pdf.
23. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules
made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note
on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company
has framed a policy for evaluating the annual performance of its Directors, Chairman, the
Board as a whole, and the various Board Committees. The Nomination
Remuneration and Compensation Committee of your Company has laid down parameters for
performance evaluation in the policy.
The performance evaluation of the Board, Committees of the Board and the individual
members of the Board (including the Chairman) for Financial Year 2024-25, was carried out
in accordance with the Performance Evaluation Policy of the Company and as per the
criteria laid down by the Nomination Remuneration and Compensation Committee. The Board
members were satisfied with the evaluation process.
24. BOARD INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Any new director who joins the Company is provided with deep insights on various
matters including values, mission and vision of the Company, group & organisation
structure, Board procedures, industry in which the Company operates, business &
operations, strategies, competition analysis, products and new launches, market presence,
revenues, budgets, regulatory updates, sustainability, internal controls, material risks
along with their mitigation plans. Further your Company conducts Familiarization Programme
for the Directors periodically to enable them to familiarize with the Company, its
management and its operations to gain a clear understanding of their roles, rights and
responsibilities for the purpose of contributing significantly towards the growth of the
Company. They interact with senior management and receive all necessary documents to
thoroughly understand the Company, its business model, operations, and the industry it's
in.
The details of the such familiarization programmes for the Independent Directors can be
accessed at: https://sencogold.com/storage/files/YS5WF2XWAU8
zP1kpZU2gLIgTvgDyaQZW3lzn4L2g.pdf.
25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal control is an essential part of the Corporate Governance and management of the
Company. The Company has defined the operating principles for internal control. The Audit
Committee monitors the effectiveness and efficiency of the internal control systems and
the correctness of the financial reporting. The aim of internal control is to ensure
reliability of financial reporting, effectiveness and efficiency of operations as well as
compliance with laws and regulations. Control of financial reporting assures that
financial statements are prepared in a reliable manner. The aim is also to ensure that all
financial reports published, and other financial information disclosed by the Company
provide a fair view on the Company's financial situation. Control of operations is aimed
at ensuring effectiveness and efficiency of operations and achievement of the Company's
strategic and financial objectives. Control of compliance ensures that the Company follows
applicable laws and regulations.
During the year under review, the internal audit of your Company was carried out by M/s
Moore Singhi Advisors LLP, internal auditors. Further your Company also has an in-house
Audit team who regularly visits various stores of the Company to conduct surprise Branch
Audit. The objective is to assess the existence, adequacy and operation of financial and
operating controls set up by the Company and to ensure compliance with the Companies Act,
2013 and corporate policies.
A summary of all significant findings by the audit department along with the follow-up
actions undertaken thereafter is placed before the Audit Committee for review. The Audit
Committee reviews the comprehensiveness and effectiveness of the report and provides
valuable suggestions and keeps the Board of Directors informed about its major
observations, from time to time.
Details in respect of adequacy of internal financial controls with reference to the
financial statement are given in the Management's Discussion and Analysis, which forms
part of the Annual Report.
26. RELATED PARTY TRANSACTIONS & CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all contracts/ arrangements/transactions entered by the
Company with related parties were in ordinary course of business and on an arm's length
basis. There were no Material Related Party Transactions by the Company during the
year.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Act in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
planned/repetitive in nature and omnibus approvals are taken as per the policy laid down
for unforeseen transactions. Related Party Transactions entered pursuant to omnibus
approval so granted are placed before the Audit Committee for its review on a quarterly
basis, specifying the nature, value and terms and conditions of the transactions.
Related Party disclosures as per IND AS 24 have been provided in Notes to accounts
annexed to the financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by
the Board is uploaded on the Company's website and can be accessed at:
https://sencogold.com/storage/files/qCM GHDhVeZ1A6cxhtkxIxjbXWXyzWRzEtYkfRwdk.pdf.
27. AUDITORS AND THEIR REPORT
Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Kolkata (FRN
001076N/N500013) were re-appointed as the Statutory Auditors of your Company at the 30th
Annual General Meeting held on September 13, 2024 to hold office for the second term of 5
(five) consecutive years i.e., from the conclusion of 30th Annual General Meeting till the
conclusion of the 35th Annual General Meeting of your Company to be held in the year 2029.
The Statutory Auditors of your Company have issued Audit Reports for the FY 2024-2025
on the Standalone and Consolidated Annual Financial Statement of your Company with
unmodified opinion. There were no qualification, reservation or adverse remark or
disclaimer made by the Statutory Auditors in their reports.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had
appointed
M/s. A. K. Labh & Co., Company Secretaries, as its Secretarial Auditor to conduct
the Secretarial Audit of your Company for FY 2024-25. The Report of the Secretarial
Auditor for the FY 2024-25 is annexed to this report as Annexure IV.
The Secretarial Audit Report of your Company does not contain any qualification,
reservation, adverse remark or disclaimer.
In accordance with Regulation 24A of the Listing Regulations, based on the
recommendation of the Audit Committee, your Board of Directors, has proposed the
appointment of M/s. LABH & LABH Associates, Company Secretaries (FRN: P2025WB105500),
as the Secretarial Auditor of your Company, for a term of five consecutive financial
years, till the conclusion of the 36th Annual General Meeting of your Company
to be held in the year 2030. Your Company has received the necessary consent from M/s.
LABH & LABH Associates to act as the Secretarial Auditor of the Company along with the
certificate confirming that the appointment would be within the applicable limits
Internal Auditors
M/s. Moore Singhi Advisors LLP, Chartered Accountants, was appointed as Internal
Auditors of the Company for FY 2024-25. The report submitted by the Internal Auditors have
been reviewed by the Audit Committee from time to time. Further, the Board of Directors at
their meeting held on 29th May, 2025, on the recommendation of the Audit
Committee, has appointed M/s. L.B. Jha & Co, (FRN: 301088E) Chartered Accountants as
the Internal Auditor of the Company for the FY 2025-26.
Cost Audit
Your Company is not required to maintain cost records as specified under Section 148 of
the Act and is not required to appoint Cost Auditors.
28. SECRETARIAL STANDARDS
Your Company is in regular compliance of the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
29. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)
Your Company believes in providing a safe and free workplace for every individual
working in the Company. The Company has complied with the applicable provisions of the
POSH Act, 2013 and the rules framed thereunder, including the constitution of the Internal
Complaints Committee. The Company has framed "Prevention of Sexual Harassment at
Workplace Policy" which is available on the Company website at
https://sencogold.com/storage/files/QDgdp Lu6fuVrQbrA1yLEjHQTXMFbusWSFRpXqCk2.pdf The
details relating to the POSH complaints received during the year is enumerated below:
Sl. No. |
Number of complaints of sexual harassment received in the year |
Number of complaints disposed off during the year |
Number of cases pending for more than ninety days |
Number of cases pending at the end of the year |
| 1. |
1 (One) |
1 (One) |
Nil |
Nil |
30. THE MATERNITY BENEFIT ACT, 1961
During the year under review, your Company has duly complied with all applicable
provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees
are granted the statutory entitlements. This compliance reflects the organization's
commitment to upholding employee welfare, women empowerment and adhering to labour laws.
31. VIGIL MECHANISM
Your Company believes in conducting the affairs of its business in a fair and
transparent manner by adopting the highest standards of honesty, integrity,
professionalism and ethical behaviour. Your Company has established a Vigil Mechanism
pursuant to Whistle-Blower Policy ("Policy") in accordance with the provisions
of the Companies Act, 2013 and the Listing Regulations with a view to provide a platform
and mechanism for Employees, Directors and other stakeholders of the Company to report
actual or suspected unethical behaviour, fraud or violation of the Company's Code of
Conduct, ethics, principles and matters specified in the policy without any fear of
retaliation and also provide for direct access to the Chairman of the Audit Committee as
the case may be, in exceptional cases.
The Company affirms that in compliance with the Whistle-Blower Policy/Vigil Mechanism
no personnel had been denied access to the Audit Committee. The policy is available on the
Company's website and can be accessed at https://sencogold.com/storage/files/
R7eLtDA8tjoHHZrDbBMZAYiTUNdv1dcaHa1WMnHc. pdf
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to the provisions of Section 134 of the Companies Act, 2013 and
the rules framed thereunder, relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, forms part of this Report and is given at
Annexure – V.
33. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
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
("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven
consecutive 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 was no dividend
which remained outstanding or remained to be paid and required to be transferred to the
IEPF by your Company during the year ended March 31, 2025.
34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under
the second proviso of Section 143(12) of the Act (including any statutory modification(s)
or reenactment(s) for the time being in force) other than those which are reportable to
the Central Government.
During the financial year 2024–25, the management of your Company identified an
incident of stock misappropriation by an employee of the Company, amounting to 26.80
million. The matter was promptly reported to the Audit Committee and the Statutory
Auditors, following which a thorough investigation was conducted. In accordance with
Section 143(12) of the Companies Act, 2013, the Statutory Auditors submitted a report to
the Central Government in Form ADT-4, as prescribed under Rule 13 of the Companies (Audit
and Auditors) Rules, 2014.
Upon completion of a detailed internal investigation, the Company took immediate and
appropriate corrective measures, including the termination of employment of the employees
involved and the initiation of necessary legal proceedings to safeguard your Company's
interests. Your company is in the process of recovering the entire amount. As on the date
of this report, your Company has successfully recovered an amount equivalent to C 16.90
million and is hopeful for further recovery.
35. PREVENTION OF MONEY LAUNDERING ACT
The Company has taken proper steps to comply with the guidelines of the Prevention of
Money Laundering Act (PMLA) as applicable on the dealers in precious metals and precious
stones. The Company has registered itself as a Reposting Entity with Financial
Intelligence Unit (FIU) and has appointed the Designated Director and the Principal
Officer in terms of the guidelines. The PMLA laws requires such entities indulging in cash
transactions with a single customer repeatedly or through a series of transactions in a
month to report the same to FIU when such transactions exceed Rs 10 lakh and also to
report any suspicious transactions.
The Company has adopted procedures to check such transactions. Proper KYC documents are
being taken from the customers and wherever applicable, reporting with FIU is being done.
36. OTHER DISCLOSURES
During the year under review, your Company has: (a) not made any application and
no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
(b) not made any application for One Time Settlement (OTS) with any Banks or
Financial Institution, hence there has been no disclosure pertaining to any details
regarding the difference in valuation between a one-time settlement and valuation for
obtaining loans from banks or financial institutions (c) not issued shares with
Differential Voting Rights and Sweat Equity Shares.
(d) not paid any remuneration or commission to Managing Director or the Whole-time
Directors of the Company from any of the subsidiary companies of the Company.
(e) no significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
(f) has not entered into any transactions with any person or entity belonging to
the promoter/ promoter group which hold(s) 10% or more shareholding in your Company.
(g) met all debt obligations and did not default in servicing any debts.
(h) no agreements binding under clause 5A of paragraph A of Part A of Schedule III
of the SEBI Listing Regulations, 2015.
37. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors of the
Company confirms to the best of their knowledge and ability, that: (a) in the
preparation of the annual accounts for the year ended on March 31, 2025, the applicable
accounting standards have been followed and there are no material departures from the
same; (b) your Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of your Company at the end of the
financial year i.e., March 31, 2025 and of the profit of your Company for that period; (c)
your Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (d) your Directors had prepared the annual accounts on a going
concern basis; (e) your Directors had laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial Controls are adequate and
operating effectively; and (f) your Directors had devised proper systems to ensure
compliance with the provisions of all the applicable laws and that such systems are
adequate and operating effectively.
38. APPRECIATION AND ACKNOWLEDGEMENT
The Board would like to acknowledge and place on record its sincere appreciation to all
stakeholders, customers, shareholders, bankers, dealers, vendors, karigars, government and
other business partners for the unstinted support received from them during the year under
review. The Board further wishes to record its sincere appreciation for the significant
contributions made by employees at all levels for their commitment, dedication and
contribution towards the operations of the Company. The Board also expresses its
appreciation to the working capital consortium bankers who have continued to show their
faith and trust by providing and constantly enhancing working capital facilities to us.
Your Board would also like to thank the investors, merchant bankers, legal counsels and
other intermediaries involved with the QIP for helping the Company achieve successful QIP.
Place: Kolkata |
For and on behalf of the Board |
Date: 25th July, 2025 |
sd/- |
|
Ranjana Sen |
|
Chairperson & Whole-Time Director |
|
DIN: 01226337 |
|