To the Members,
The Board of Directors hereby submits the report of the business & operations of
your company ("the Company"), along with the audited accounts of the Company for
the financial year ended on 31st March, 2021.
1. Financial Results
| SN Particulars |
Standalone |
|
Consolidated |
|
|
Year ended 31st March, 2021 |
Year ended 31st March, 2020 |
Year ended 31st March, 2021 |
Year ended 31st March, 2020* |
| 1. Total Sales/Income |
1554473.66 |
5686526.14 |
1555194.12 |
5686526.14 |
| 2. Net profit before exceptional/ extraordinary item ,depreciation & tax |
5238.10 |
51324.81 |
4788.29 |
51324.81 |
| 3. Depreciation |
907.53 |
1004.99 |
907.53 |
1004.99 |
| 4. Net profit before exceptional/ extraordinary item & tax |
4330.57 |
50319.82 |
3880.76 |
50319.82 |
| 5. Exceptional/ extraordinary item :Prior Period Income |
(82.73) |
782.71 |
(82.73) |
782.71 |
| 6. Net Profit before Taxation |
4247.84 |
51102.53 |
3798.04 |
51102.53 |
| 7. Provision for tax (incl. deferred taxes) |
3056.08 |
12753.24 |
3056.08 |
12753.24 |
| 8. Net Profit after tax |
1191.71 |
38349.28 |
741.96 |
38349.28 |
| 9. Balance brought forward |
152472.52 |
114123.23 |
152472.52 |
114123.23 |
| 10. Appropriations |
1191.77 |
38349.28 |
741.96 |
38349.28 |
| 11. Balance carried forward |
153664.29 |
152472.52 |
153214.48 |
152472.52 |
*Note: figures of the last year is not comparable since this is first year of
consolidation
2. Covid-19
In the FY 2020, the COVID-19 pandemic developed rapidly forcing the government to
enforce lockdown in the entire nation. For the Company, the focus immediately shifted to
ensuring the health and well-being of all employees, and on minimizing disruption to
services for all our customers. The company has taken cash flow control and overhead
control measures to manage the operations, weekly review mechanism adopted to review the
account receivables and measures taken to control the expenditures.
3. Review of Operations Standalone
Your Company has achieved satisfactory performance during the period under review and
anticipates further acceleration in the performance in terms of sales and profits. The
Company achieved total Revenue of ? 155.45 Crores (Previous Year ? 568.65 Crores). These
revenues comprise of Jewellery Sales of ? 0.04 Crores (Previous Year ? 425.99 Crores),
Bullion sales of 12.15 Crores (Previous Year ? 130.23 Crores) and Diamond Sales of 140.93
Crores (Previous Year ? 0.70 Crores) of ? The Net Profit stood at ? 0.12 Crores (Previous
Year ? 3.83 Crores), The Company inspite of many challenges and competitive market
conditions was able to achieve satisfactory Sales & Net Profit (After Tax) figures.
The management is of the opinion that similar figures will be replicated in the coming
future as the overall situation seems to be improving and your Company is working out the
future strategy accordingly.
Consolidated
Your Company has achieved satisfactory performance during the period under review and
anticipates further acceleration in the performance in terms of sales and profits. The
Company achieved total Revenue of ? 155.52 Crores. These revenues comprise of Jewellery
Sales of ? 0.04 Crores, bullion sales of 12.15 Crores and Diamond Sales of 140.93 Crores
of ?. The Net Profit stood at ? 0.07 Crores. The Company inspite of many challenges and
competitive market conditions was able to achieve satisfactory Sales & Net Profit
(After Tax) figures. The management is of the opinion that similar figures will be
replicated in the coming future as the overall situation seems to be improving and your
Company is working out the future strategy accordingly.
4. Dividend
The overall situation seems to be improving though at very slow pace due to the
outbreak Covid-19 pandemic in the country and your Company is working out the future
strategy accordingly. In order to conserve the resources for increasing business
operations, no dividends are recommended for payment to the shareholders for the year.
5. Reserves Standalone
The Company has earned profit of ? 0.12 Crores during the year and The Company has
accumulated profits of ? 15.37 Crores along with Securities Premium of ? 9.72 Crores as on
31st March 2021.
Consolidated
The Company has earned profit of ? 0.07 Crores during the year and The Company has
accumulated profits of ? 15.32 Crores along with Securities Premium of ? 9.72 Crores as on
31st March 2021
6. Capital Structure of the company
There is no any change in the capital structure of the company during the financial
year ended 31st March 2021.
7. Change in the nature of business if any
There is no change in the nature of the business during the year.
8. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals
Impacting The Going Concern Status And Company's Operations In Future:
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.
9. Subsidiary
During the year under review, your Company has following subsidiary:
Penta Overseas FZ- LLC was incorporated on 20th January, 2020.
Penta Overseas FZ -LLC is a wholly owned subsidiary of your Company.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing salient features of financial statements of subsidiaries, associates and joint
venture Companies in Form AOC-1 is annexed as Annexure A to this report.
The separate audited financial statements in respect of the subsidiary company for the
year ended 31st March, 2021 is placed on the Company's website www.pentagold.in
and shall also be kept open for inspection at the Registered Office of the Company. The
Company will also make available these documents upon request by any Member of the Company
interested in obtaining the same
10. Deposits
During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014. During the year, no amounts were outstanding which were classified as
‘Deposits' under the applicable provisions of Companies Act, 1956 and hence, the
requirement for furnishing of details of deposits which are not in compliance with the
Chapter V of the Companies Act, 2013 is not applicable.
11. Number of Board Meetings Held
The Board of Directors duly met twelve during the financial year from 1st April, 2020
to 31st March, 2021. The dates on which the meetings were held are as follows:
| SN Date of Board Meeting |
SN Date of Board Meeting |
| 1. 15/05/2020 |
7. 16/10/2020 |
| 2. 12/06/2020 |
8. 22/10/2020 |
| 3. 31/07/2020 |
9. 13/11/2020 |
| 4. 24/08/2020 |
10. 30/12/2020 |
| 5. 07/09/2020 |
11. 31/12/2020 |
| 6. 01/10/2020 |
12. 25/02/2021 |
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013
12. Committees of the Board:
The Board has constituted various committees which are as follows:
a. Audit Committee:
The Company has constituted an Audit Committee, as per the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The Committee presently comprises of the following member
| Name of Members |
Category |
Position Held / status in Committee |
| Mr. Anand Bhagwanji Chaturvedi |
Independent Director |
Chairman of the Audit Committee |
| Mr. Dilip Rajkumar Patodia |
Independent Director |
Member |
| *Mr. Ashid Hammeed Sayyed |
Independent Director |
Member |
| *Ms. Minakshi Inder Singh |
Independent Director |
Member |
* Mr. Ashid Hammeed Sayyed was appointed as a member of this committee on 15th November,
2019 and ceased to be a member on 23rd August, 2020.
*Ms. Minakshi Inder Singh was appointed as a member of this committee on 13th
August, 2021.
The Term of Reference and Power of Audit Committee are as under:
? Oversight of our Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
? Recommendation for appointment, re-appointment and replacement, remuneration and
terms of appointment of auditors of our company.
? Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.
? Reviewing, with the management, the annual financial statements and auditors report
thereon before submission to the board for approval, with particular reference to:
> Matters required to be included in the Directors Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act,2013;
> Changes, if any, in accounting policies and practices and reasons for the same;
> Major accounting entries involving estimates based on the exercise of judgment by
management;
> Significant adjustments made in the financial statements arising out of audit
findings;
> Compliance with listing and other legal requirements relating to financial
statements;
> Disclosure of any related party transactions; and
> Modified opinion(s) in the draft audit report.
? Reviewing, the half yearly and annual financial statements with the management before
submission to the Board for approval;
? 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 auditor's independence and performance, and effectiveness of
audit process;
? Approval or any subsequent modification of transactions of our Company with related
parties;
? Scrutiny of inter-corporate loans and investments;
? Valuation of undertakings or assets of our company, wherever it is necessary;
? Evaluation of internal financial controls and risk management systems;
? Monitoring the end use of funds raised through public offers and related matters;
? 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 internal audit;
? Discussion with internal auditors of any significant findings and follow up there on;
? 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 statutory auditors before the commencement of audit, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
? To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
? To establish and review the functioning of the whistle blower mechanism;
? Approval of appointment of the chief financial officer (i.e., the whole -time finance
director or any other person heading the finance function or discharging that function)
after assessing the qualifications, experience and background, etc. of the candidate;
? Carrying out any other terms of reference as may be decided by the Board or specified
/ provided under the Companies Act,2013 or the SEBI Listing Regulations or by any other
regulatory authority; and
? Review of (1) management discussion and analysis of financial condition and results
of operations; (2) statement of significant related party transactions (as defined by the
audit committee), submitted by management; (3) management letters / letters of internal
control weaknesses issued by the statutory auditors; (4) internal audit reports relating
to internal control weaknesses; (5) the appointment, removal and terms of remuneration of
the chief internal auditor shall be subject to review by the audit committee; (6)
statement of deviations including (a) quarterly statement of deviation(s) including report
of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations; (b) annual statement of funds utilized for purposes other than those
stated in the offer document / prospectus/ notice in terms of Regulation 32(7) of the SEBI
Listing Regulations.
Powers of Audit Committee
? To investigate any activity within its terms of reference.
? To seek information from any employee.
? To obtain outside legal or other professional advice.
? To secure attendance of outsiders with relevant expertise, if it considers necessary.
The Audit Committee duly met four times during the financial year from 1st April, 2020
to 31st March, 2021. The dates on which the meetings were held are as follows:
| SN Date of Committee Meeting |
| 1. *23/07/2020 |
| 2. 24/08/2020 |
| 3. 13/11/2020 |
| 4. 07/01/2021 |
*Mr. Ashid Sayyed was granted leave of absence from the meeting held on 23rd
July, 2021
b. Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee as per the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.The Nomination and
Remuneration Committee consists of the following members:
| Name of Members |
Category |
Position Held / status in Committee |
| Mr. Dilip Rajkumar Patodia |
Independent Director |
Chairman of the Nomination and Remuneration Committee |
| Mr. Anand Bhagwanji Chaturvedi |
Independent Director |
Member |
| Mr. Ashid Hammeed Sayyed |
Independent Director |
Member |
| Ms. Minakshi Inder Singh |
Independent Director |
Member |
* Mr. Ashid Hammeed Sayyed was appointed as a member of this committee on 11th November,
2019 and ceased to be a member on 23rd August, 2020.
*Ms. Minakshi Inder Singh was appointed as a member of this committee on 13th
August, 2021.
Scope and Terms of Reference of Nomination and Remuneration Committee:
? Formulation of the 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. The
Nomination and Remuneration Committee shall, while formulating such policy ensure that (a)
the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate directors of the quality required to run the company successfully; (b)
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and (c) remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
longterm performance objectives appropriate to the working of the company and its goals.
? Devising a policy on diversity of board of directors.
? Identify persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every directors performance;
? To extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.
The Nomination and Remuneration Committee duly met twice during the financial year from
1st April, 2020 to 31st March, 2021. The dates on which the meetings were held are as
follows:
| SN Date of Committee Meeting |
| 1. 24/08/2020 |
| 2. 02/11/2020 |
c. Stakeholders Relationship Committee
The Company has constituted a Stakeholders Relationship Committee as per the provisions
of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation 2015. The Stakeholders Relationship
Committee consists of the following members:
| Name of Members |
Category |
Position Held / status in Committee |
| Mr. Anand Bhagwanji Chaturvedi |
Independent Director |
Chairman |
| Mr. Dilip Rajkumar Patodia |
Independent Director |
Member |
| Mr. Ketan Madhusudan Shroff |
Managing Director |
Member |
*Mr. Ashid Hammeed Sayyed was appointed as a chairperson of this committee on 15th
November, 2019 and ceased to be a member on 23rd August, 2020.
Mr. Anand Bhagwanji Chaturvedi was appointed as a chairperson of this committee on 24th
August, 2020.
Details of investor complaints received during the year are provided below.
The Stakeholder Relationships Committee shall oversee all matters pertaining to
investors of our Company. The terms of reference, powers and scope of the Stakeholders
Relationship Committee include:
? To look into the redressal of grievances of shareholders, debenture holders and other
security holders;
? To investigate complaints relating to allotment of shares, approval of transfer or
transmission of shares;
? To consider and resolve the grievances of the security holders of the company
including complaints related to transfer of shares, non-receipt of balance sheet,
non-receipt of declared dividends; and
? To carry out any other function as prescribed under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as and when amended from time to time."
The Stakeholders Relationship Committee duly met once during the financial year from
1st April,
2020 to 31st March, 2021. The dates on which the meetings were held are as follows:
| SN Date of Committee Meeting |
| 1. 24/08/2020 |
Details of investor complaints received and redressed during FY 2021 are as follows:
| Opening Balance |
Received during the year |
Resolved during the year |
Closing Balance |
| 0 |
0 |
0 |
0 |
13. Corporate Social Responsibility:
The company's net worth was less than ? 500 Crores, turnover was also less than ? 1000
crores and Net Profit as calculated as per Sec. 198 of Companies Act, 2013 was less than ?
5 crores during the immediately preceding financial year and hence your company does not
fall under the criteria laid down in Section 135 of the Companies Act, 2013, hence the
same are not applicable to the company for the period under review.
14. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
In compliance with the requirement of the Companies Act, 2013 and SEBI Listing
Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy
and the same is placed on the web site of the Company viz. www.pentagold.in
A fraud and corruption free environment in a Company is the objective and in view of
that, a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board for
Directors and employees, which is uploaded on the website of the company www.pentagold.in
pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. No
complaint of this nature has been received by the Audit Committee during the year under
review.
15. Material changes and commitment if any affecting the financial position of the
company occurred between the end of the financial year to which this financial statements
relate and the date of the report.
There are no material changes and commitments affecting the financial position of the
company that have occurred between the end of the financial year of the company to which
the financial statements relate and the date of this report except for the outbreak of
corona virus (Covid-19) pandemic globally and in India is causing significant disturbance
and slowdown of economic activity.
The company is into the business of manufacturing and trading business of branded gold
Jewellery and ornaments. The company has evaluated impact of this pandemic on its business
operations.
Based on the review and current indicators of future economic conditions, as on current
date, the Company has concluded that the impact of Covid-19 is material based on these
estimates. Due to the nature of pandemic, the Company will continue to monitor
developments to identify significant uncertainties in future periods, if any.
16. Director's Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of the directors hereby confirm that -
^ In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
^ They have 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 the Company as at 31st March, 2021 and of the profit
for the year ended on that date; ^ They have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting fraud and
other irregularities;
^ They have prepared the annual accounts on a going concern basis.
^ They have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and ^ They have devised proper
systems to ensure compliance with the provisions of all applicable laws and such systems
are adequate and operating effectively.
17. Particulars Of Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings/Outgo And Employees
Particulars with respect to conservation of Energy, Technology absorption and foreign
exchange earning & outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out hereunder.
| SN Particulars |
Disclosure |
| 1 Conservation of Energy and Power consumption |
Your Company has continued to accord priority to
conservation of energy and is continuing its efforts to utilize energy more efficiently. |
| Technology Absorption 2 and Research & Development |
Your Company's has developed its own technology base at
its office. Your company has not absorbed or imported any technology and no research &
development work is carried out. |
| 3 Foreign Exchange |
Earnings |
Export of goods |
- |
| Outgo |
Import of goods |
- |
18. Directors and Key Managerial Personnel
During the year under review, the following are the changes in office of Directors and
Key Managerial Personnel of the company.
> Change in Non-Executive director:
Mr. Ashid Hammeed was appointed as the Non-Executive Director of the company w.e.f. 11th
November, 2019 and resigned w.e.f 23rd August, 2020.
Ms. Minakshi Inder Singh, was appointed as an Additional (Independent) Director of the
company, w.e.f 13th August, 2021.
> Chief Financial Officer:
Mr. Rohit Sharma, resigned as a Chief Financial Officer of the company w.e.f. 18th
September, 2019.
The position of the Chief Financial Officer is still vacant as your company could not
find a suitable candidate. The screening for the suitable candidate is on.
> Change in Company Secretary:
Ms. Shimpee Rai was appointed as the Company Secretary and Compliance Officer of the
company on 2nd November, 2020 and had resigned from the company with effect from 12th
April, 2021.
The appointment of whole time company secretary and compliance officer is in process
and will be done in due course.
> Retirement by rotation:
Mr. Ketan Shroff, Director of the company, retires under Section 152 of the Companies
Act, 2013 at the ensuing Annual General Meeting, and being eligible offer themselves for
reappointment.
19. Declaration by Independent Directors
The Company has received declaration from each independent director under section
149(7) of Companies Act, 2013 that he/she meets the criteria of independence laid down in
the section 149(6) of Companies Act, 2013.
20. Performance Evaluation:
In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the annual evaluation has been carried out by
the Board of its
own performance, of its committees and Directors by way of individual and collective
feedback from Directors.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors, who also reviewed the performance of the
Secretarial Department. The Directors expressed their satisfaction with the evaluation
process.
21. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
report and is attached as "Annexure-C".
22. Corporate Governance:
Since the Company's securities are listed on SME Emerge Platform of National Stock
Exchange of India Limited, by virtue of Regulation 15 of SEBI (Listing Obligation &
Disclosure Requirements) Regulation, 2015 the compliance with the corporate governance
provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub- regulation
(2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.
Hence corporate governance does not form part of this Boards' Report.
23. Related Party Transactions
During the financial year 2020-21, your company has entered into transactions with
related parties as defined under Section 2 (76) of the Companies Act, 2013 read with
Companies (Specifications of Definitions Details) Rules, 2014, which were in ordinary
course of business and on arm length's basis and in accordance with the provisions of
Companies Act, 2013, Rules issued thereunder. During the financial year 2020-21, there
were no transactions with related parties which qualify as material transactions.
The details of the related party transactions as required under Accounting standard -18
are disclosed in the notes to accounts annexed to the financial statement forming part of
this Annual Report.
24. Auditors
> Statutory Auditors
In accordance with Sec 139 of the Companies Act, 2013, M/s. R A N K & Associates,
Chartered Accountants (FRN. 105589W), were appointed by the shareholders of the Company at
the Fifth Annual General Meeting held as Statutory Auditors for a period of 5 years to
hold office until the conclusion of the Tenth Annual General Meeting of the Company to be
held in Financial year 2021-22.
> Internal Auditor
M/s Nimesh Thakkar & Co. Chartered Accountants, have conducted the internal audit
for the financial year 2020-2021.
Pursuant to Section 138 of the Companies Act, 2013, read with relevant rules, if any,
M/s. N H Vyas & Co. Chartered Accountants, were appointed as an Internal Auditor of
the Company for the financial year 2021-2022.
> Secretarial Auditor
The report of the Secretarial Auditor by Mr. Anoop Jain, Practicing Company Secretary
for the financial year 2020-21 is annexed to this report as "Annexure D"
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has appointed
Mr. Praveen Jain, Practicing Company Secretary, Praveen Jain & Co. (Membership No.
F7151, COP: 21752) as a Secretarial Auditor for the Financial Year 2021-2022.
25. Reporting of fraud
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
the Act and Rules framed there under.
26. Explanation or comments on qualifications, reservations or adverse remarks or
disclaimer made by the auditors and the Practicing Company Secretary in their report.
The Report given by the Statutory Auditors on the financial statements of the Company
is part of the Annual Report. The notes to the Accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call for any further explanation.
The Report given by the Secretarial Auditor of the Company is part of the Annual
Report. The matters referred to in the Auditors' Report are self-explanatory and therefore
do not call for any further explanation.
There is a qualification, given by the Statutory Auditor and Secretarial Auditor in
their Report, to which the management has put forward their explanation in Annexure-E
27. Particulars of loans, guarantees or investments made under section 186 of the
companies act, 2013
There were no loans and guarantees made by the Company under Section 186 of the
Companies Act, 2013 during the year under review.
28. Development and implementation of a risk management policy
Your Company has put in place Risk Management Policy to define a framework for
identification, assessment and mitigation of risk_are events, situations or circumstances
which may lead to
negative consequences on the Company' businesses. Risk management is a structured
approach to manage uncertainty. The Board has adopted a Risk Management Policy for its
business and corporate functions and the same have embraced in the decision making to ease
the risk involved. Key business risks and their mitigation are considered in day-to-day
working of the Company and also in the annual/strategic business plans and management
reviews.
29. The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013
In Compliance with Section 4 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an
‘Internal Complaints Committee' (‘Committee'). Because the number of complaints
filed during the year was NIL, the Committee prepared a NIL complaints report. This is in
compliance with Section 22 of the Act.
30. Disclosure for maintenance of Cost Records as specified by the Central Government
under section 148(1) of the Companies Act, 2013.
The Provision of section 148(1) of Companies Act, 2013 is not applicable to our
Company.
31. Particulars of Employee:
During the year under review, none of the employees were in receipt of remuneration in
excess of the limits prescribed under Section. 197 of the Companies Act, 2013, read with
Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence the company is not required to give information under Sub Rule 2 and 3 of Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are disclosed in Annexure B
32. Certification on Non Disqualification of directors
The Certification on non- disqualification of directors is disclosed in Annexure F
33. Certification by Managing Director on Audited Financial Statements Certification by
the Managing Director is disclosed in Annexure G
34. Secretarial Standards
During the Financial Year 2020-21, the company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India with respect
to Board and General Meetings.
35. Internal Financial Controls Systems and Their Adequacy
Your Company has adequate internal control procedures commensurate with its size and
nature of the business. These business control procedures ensure efficient use and
protection of the resources and compliance with the policies, procedures and statutes.
During the year under review, no material or serious observation has been received from
the
Internal Auditors of the Company for inefficiency or inadequacy of such controls.
36. Issue of Equity Shares with differential rights
During the year Company has not issued any equity shares with differential rights.
37. A cknowledgements
Your Directors place on record their sincere thanks to employees, bankers, business
associates, consultants, and various Government Authorities for their continued support
extended to your Companies activities during the year under review. Your Directors also
acknowledges gratefully the shareholders for their support and confidence reposed in your
Company.
On behalf of the board of Directors of
PENTA GOLD LIMITED
Sd/-
(Ketan M. Shroff)
Chairman & Managing Director
DIN:00332988
Mumbai, 6th September, 2021
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