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Deccan Gold Mines Ltd.

BSE: 512068 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE945F01025
BSE LIVE 15:43 | 23 Nov 39.80 0.80






NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 39.15
VOLUME 70181
52-Week high 55.00
52-Week low 32.70
Mkt Cap.(Rs cr) 369
Buy Price 39.80
Buy Qty 5970.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.15
CLOSE 39.00
VOLUME 70181
52-Week high 55.00
52-Week low 32.70
Mkt Cap.(Rs cr) 369
Buy Price 39.80
Buy Qty 5970.00
Sell Price 0.00
Sell Qty 0.00

Deccan Gold Mines Ltd. (DECGOLDMINES) - Director Report

Company director report


Dear shareholders

We have pleasure in presenting the thirtieth annual report on the business operationsof the company along with the statement of audited accounts for the year ended 31 march2014.

1. Financialres ults

Particulars (Rs in ‘000s)
2013-14 2012-13
Total income 5895 1571
Profit/(loss) before taxation (3359) (10205)
Profit/(loss) after tax (3359) (10205)
Balance brought forward (63467) (53262)
Balance transferred to balance sheet (66826) (63467)

During the year the company incurred Rs 204.45 lac on exploration activities and Rs92.54 lac on administrative and other expenses. The cumulative amount spent on explorationactivities of Rs 1266.95 lac as on 31 march 2014 has been transferred to pre-operativeexpenses.

2. Business operations and outlook

Details on the operations of the company during the period under review are given underthe head "report on exploration activities" and the segment titled "statusof important applications for reconnaissance permit (rp) / prospecting licence (pl) /mining lease (ml)" and in "management discussion and analysis report" whichforms part of this report. A detailed write-up on "outlook and opportunities"for the mineral exploration sector in general is also given in the section"management discussion and analysis report".

3. Update on takeover of geomysore services (india) private limited (gmsi)

The company had completed considerable work on the scheme of arrangement for takeoverof gmsi including appointment of various agencies viz. Lawyers valuer and merchantbanker and also working on finalization of the mechanism of the proposed takeover asadvised by the said agencies.

While your directors acknowledge the multifarious advantages that the proposedtakeover would bring in terms of consolidation of gold assets to create a large indianlisted gold company your directors opined that further drilling in the jonnagiri goldproject which is the key gold project of gmsi would be necessary to assist infinalization of the valuation sought for gmsi for takeover purposes.

During september 2014 gmsi indicated that it has drawn up a drilling programme of15800 m in the jonnagiri gold project of which at least 5000 m drilling is expected tobe completed by the end of january 2015. Accordingly at the meeting held on 23september 2014 your directors have decided that the proposed takeover of gmsi would berevisited as and when the drilling data becomes available from gmsi in respect of the 5000m drilling at the jonnagiri gold project and an appropriate decision be taken at thattime. The said data is expected to be made available to the company by april 2015.

4. Subsidiary company

In accordance with accounting standard 21 issued by the institute of charteredaccountants of india consolidated financial statements have been provided in the annualreport. These consolidated financial reports provide financial information about yourcompany and its subsidiary company as a single economic entity. The consolidated financialstatements form part of this annual report.

5. Subsidiary company

As required under section 212 of the companies act 1956 the audited profit and lossaccount for the year ended 31 march 2014 along with the balance sheet as at that date andthe reports of the directors and auditors thereon of deccan exploration services privatelimited a subsidiary company is attached.

6. Corporate governance

The company has complied with all the mandatory requirements specifiedby the ofcorporate governance

Securities and exchange board of india through the then clause 49 of the listingagreement. As required by the said clause a separate report on corporate governance formspart of this annual report. A certificate from m/s. Rathi & associates practicingcompany secretaries mumbai regarding compliance with the conditions of corporategovernance is attached and forms part of this annual report.

Further in terms of the then clause 49(iv)(f) of the listing agreement a separatereport titled "management discussion and analysis" is attached and forms part ofthis annual report.

7. Deccan gold mines employee stock option plan 2008

The disclosures required to be made under the sebi (employee stock option scheme andemployee stock purchase scheme) guidelines 1999 are given in the annexure to the report.

8. Board of directors

As per the provisions of section 152 of the companies act 2013 mr. Charles e.e.devenish shall retire by rotation at the ensuing annual general meeting and beingeligible offers himself for reappointment.

As per provisions of section 149 of the companies act 2013 independent directorsshall hold office for a term up to five consecutive years on the board of a company butshall be eligible for re-appointment for another term up to five years on passing of aspecial resolution by the company and disclosure of such appointment in board’sreport. Further section 152 of 2013 act provides that the independent directors shall notbe liable to retire by rotation in the annual general meeting (‘agm’) of thecompany. In view of the said provisions contained in 2013 act it would be necessary toappoint independent directors in the ensuing agm for a period of five years. The board hasconducted the performance evaluation of mr. Krishnamurthy ramaswamy kuduvalli(din:00556641) dr. Moni ramakrishnan (din:01193152) and prof. Vinod kumar gaur(din:0611175) present independent directors and on the basis of the same recommends tothe shareholders the appointment of these three persons as independent directors of thecompany for a term of five years from the date of ensuing agm. Further the saidindependent directors fulfill the conditions specified in the companies act 2013 and therules made thereunder and are independent of the management. The nomination committee andthe board of directors have approved the variation in the terms and conditions ofappointment including remuneration of mr. Sandeep lakhwara managing director.

Necessary resolutions seeking the approval of the shareholders for all the aboveproposals form part of the notice convening the annual general meeting. In terms of thethen clause 49(iv)(g)(i) of the listing agreement entered into with the bse limited allthe requisite details about the directors seeking re-appointment / appointment at theensuing annual general meeting forms part of the notice convening the annual generalmeeting.

Further pursuant to the then clause 49(iv)(e)(iv) of the listing agreement theshareholders may take note that none of the non executive directors hold anyshares/convertible instruments in the company as on the date of this report.

9. Directors’ responsibility statement

Pursuant to section 217(2aa) of the companies act 1956 your directors confirm:

• that in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures.

• that they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year ended 31march 2014 and of the loss of the company for that year. That they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities.

that they have prepared the attached statement of accounts for the year ended 31 march2014 on a going concern basis.

10. Personnel

your directors place on record their appreciation for the continuous and untiringsupport received from the employees of the company at all levels.

During the year under review none of the employees of the company was in receipt ofremuneration in excess of the limits prescribed under the provisions of section 217 (2a)of the companies act 1956 read with companies (particulars of employees) rules 1975.

11. Auditors

the statutory auditors m/s. V. K. Beswal & associates chartered accountantsmumbai retire at the ensuing annual general meeting and being eligible offer themselvesfor re-appointment.

m/s. V. K. Beswal & associates chartered accountants statutory auditor iseligible and offer themselves for reappointment. In accordance with third proviso ofsection 139(2) of the companies act 2013 read with rule 6 of the companies (audit andauditors) rules 2014 m/s. V. K. Beswal & associates can be appointed as statutoryauditors for next three financial years. Your company to the provisions of section 139 (1)of the companies act 2013 from the said statutory auditors confirming that theirre-appointment if made will be in accordance with section 141 of the companies act2013.

as per the recommendation of the audit committee the board of directors proposes thereappointment of m/s. V. K. Beswal & associates chartered accountants as statutoryauditor of the company for a period from the conclusion of the ensuing annual generalmeeting till the conclusion of next annual general meeting.

12. Statutory auditors’ report

observations made by the statutory auditors in their report for the financial yearended 31st march 2014 are self-explanatory and therefore do not call for any furthercomments under section 217(3) of the companies act 1956.

13. Fixed deposits

the company has not accepted or renewed any deposit from public during the year underreview.

14. Conservation of energy technology absorption foreign exchange earnings &outgo

The company has not accepted or renewed any deposit from public during the year underreview. A. Conservation of energy and technology absorption

considering the nature of the company’s existing business activities yourdirectors have nothing to state in connection with conservation of energy and technologyabsorption.

B. Foreign exchange earnings and outgo

it may be noted that during the year under review the company did not have any foreignexchange earnings or outgo.

14. Acknowledgement

The directors wish to express their gratitude to all the business associates and to theinvestors / shareholders for the confidence reposed in the company and its management. Thedirectors also convey their appreciation to the employees at all levels for their enormouspersonal efforts as well as collective contribution.

For and on behalf of the board
Place : bangalore Charles e.e. devenish
Date : 19 november 2014 Chairman
Din : 01252091
Cin: l51900mh1984plc034662
Registered office:
Parinee crescenzo c38-c39
G block bandra kurla complex
Bandra (e)
Mumbai 400 051.
Tel no. : 022-33040797
Fax no. : 022-33040779
Web site:
Email. :

Annexure to directors report

Disclosures pursuant to sebi (employee stock option scheme and employee stock purchasescheme) guidelines 1999. A. Summary of status of options granted / vested / exercisedduring 2013-14

Total number of options granted An aggregate of 3000000 stock options
Have been granted under deccan gold mines
Employee stock option plan 2008 (plan)
Pricing formulae 25% discount to the latest available closing
Price of shares on bombay stock exchange
Limited on a day previous to the date of grant.
Total options granted 3000000
Options vested 1200000
Options exercised 96000
Variation in terms of esop Not applicable
Total number of shares arising as a result of exercise of option 96000
Money realized as a result of exercise of options Rs 1627200
Total number of options in force 844000

B. Employee wise details of options granted during financial year 2010-1

(i) senior managerial personnel

Name Number of options granted
Mr. Sandeep lakhwara managing director deccan gold mines limited 550000
Dr. V.n. vasudev director 450000
Deccan exploration services private limited (resigned w.e.f. 17 september 2013)
Mr. S.c.r. peshwa director 350000
Deccan exploration services private limited
Dr. M. Hanuma prasad director 350000
Deccan exploration services private limited
Dr. M.k. devarajan director 350000
Deccan exploration services private limited
Dr. Saleem ahmed khan director 350000
Deccan exploration services private limited (resigned w.e.f. 03/02/2012)
Mr. K. Karunakaran director 300000
Deccan exploration services private limited
Mr. S. Subramaniam company secretary 300000
Deccan gold mines limited

(ii) no employee has been identified and granted options exceeding 1% of the issuedcapital (excluding outstanding warrants and conversions) of the company at the time ofgrant. C. Diluted eps pursuant to issue of shares on exercise of options calculated inaccordance with accounting standard (as) 20 and weighted average exercise price of optionsgranted during the year is Rs (0.18).

The company has also received a certificate from m/s v.k. beswal & associateschartered accountants mumbai and the statutory auditors of the company that the schemehas been implemented in accordance with the sebi guidelines.

Statement pursuant to section 212 of the companies act 1956 relating to company’sinterest in the subsidiary deccan exploration services private limited.

(Rs in ‘000)
1 The financial year of the subsidiary company ended on 31st march 2014
2 Date from which it became subsidiary 3rd march 2005
3 A) No. Of shares held by holding company with its nominee in the subsidiary 10000 equity shares
At the end of the financial year of the subsidiary Of rs.10/- each
B) Extent of interest of holding company at the end of the financial year of
The subsidiary 100%
4 The net aggregate amount of subsidiary’s profit (loss) so far as it concerns the members
A) Not dealt with in holding company’s accounts:
I) for the financial year of the subsidiary Nil
Ii) for the previous financial years of the subsidiary since it became the subsidiary Of the company Nil
B) Dealt with in holding company’s accounts*:
I) for the financial year of the subsidiary 6870
Ii) for the previous financial year of the subsidiary 6940
5 Changes in the holding company’s interest in the subsidiary between the end of the Financial year of the subsidiary and the end of the holding company’s financial None
6 Material changes between the end of the financial year of the subsidiary End of the holding company’s financial year in respect of:
A) Subsidiary’s fixed assets 939
B) Its investments None
C) The monies lent by it None
D) The monies borrowed for the purpose other than meeting current liabilities None

*consolidated accounts reflect the effect.

For and on behalf of the board
Charles e.e.devenish Sandeep lakhwara
Chairman Managing director
Place : bangalore S. Subramaniam
Dated : 29 may 2014 Company secretary