To
The Members of.
Sky Gold Limited
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.
1,850.88 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 31 st 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.
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 atari 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, 52(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 Equity Shares |
Category |
| 1 |
Ashish Kacholia |
2,88,100 |
Non- promoter |
| 2 |
Bengal Finance 8< 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 |
|
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. |
Sukanrajjain |
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.
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. 5,25,29,750/- (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),
42,52(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 |
Mangesh Chauhan |
1,35,000 |
Promoter |
| 2 |
Darshan Chauhan |
35,000 |
Promoter |
| 3 |
Mahendra Chauhan |
35,000 |
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 VJ 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 8< 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.: 195445) 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 oftheAct, 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 8< 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 |
|