Shirpur Gold Refinery Ltd.
|BSE: 512289||Sector: Metals & Mining|
|NSE: SHIRPUR-G||ISIN Code: INE196B01016|
|BSE LIVE 15:40 | 15 Dec||170.00||
|NSE 15:18 | 15 Dec||170.00||
|Mkt Cap.(Rs cr)||495|
|Mkt Cap.(Rs cr)||495.38|
Shirpur Gold Refinery Ltd. (SHIRPUR-G) - Director Report
Company director report
The Members of
SHIRPUR GOLD REFINERY LIMITED
Yours Directors take pleasure in presenting the 31st Annual Report of yourCompany together with Audited Statement of Accounts for the year ended 31stMarch 2016.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act 2013 inrelation to the Annual Financial Statements for the Financial Year 2015-2016 yourDirectors confirm that:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31stMarch 2016 and the Statement of Profit & Loss for the year ended on that date havebeen prepared on a going concern basis following applicable accounting standards and thatno material departures have been made from the same;
b) Accounting policies selected were applied consistently and the judgments andestimates related to the financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2016 and of the profit of the Company for the year ended on that date; and
c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) Requisite Internal Financial Controls had been laid down and that such internalfinancial controls are adequate and were operating effectively.
e) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that systems were adequate and operating effectively.
The financial performance of your Company for the Financial Year 2015-16 is summarizedin the following table:
( Rs in Millions)
There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company. Based on the internal financial control framework and compliance systemsestablished in the Company the work performed by Statutory Internal SecretarialAuditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and working effectively during financial year 2015-16.
With a view to conserve the resources for future business requirements and expansionplans your Directors are of view that the current year's profit be ploughed back into theoperations and hence no dividend is recommended for the year under review.
TURNOVER AND COMPANY PERFORMANCE
The total revenue for the financial year under review was '38993 Millions as against'32222 Millions showing a increase of 21 % over previous year. Your Company has witnessedmarginal growth during this financial year and registered operating profit of '818Millions as against '795 Millions showing an increase of 3% over the previous financialyear. The Profit before tax stood at '204 Millions as against '217 Millions in theprevious financial year. The Profit after tax stood at '137 Millions as compared to '154Millions in the previous financial year.
Your company's products viz. Gold Bars and Gold Jewellery are well established in themarket. The Company is selling products under 'Zee Gold Rs which is well known brand. Theproducts of your Company meet the stringent quality standards of purity weighment shapesize and aesthetic look.
BUSINESS EXCELLEANCE & RECOGNISITON
In recognition for its excellent achievements Dun and Bradstreet (D&B) in'India's Top 500 Companies 2015 Rs has ranked your company as under:
350th in terms of Total Income
457th in terms of Net Profit
471th in terms of Return on Net Worth
The Company was selected as Indian Good Delivery bar manufacturer and supplierfor National Commodity and Derivatives Exchange (NCDEX) platform.
The Company was selected as authorised Refinery for the Gold Monetization Scheme(GMS) by the Government of India.
The Company was certified with Bureau of Indian Standards (BIS) certificate foruse BIS hallmark one of the requirements for participating in the Gold MonetisationScheme.
The Company is holding ISO 9001:2008 standard certificate and expected toreceive ISO 9001: 2015 standard certificate for Gold Refinery.
SUBSIDIARIES INTERNATIONAL OPERATIONS
As on March 31 2016 your Company has two Wholly Owned Subsidiaries namely Zee GoldDMCC Dubai ("Zee Gold") and Shirpur Gold Mining Company Private LimitedSingapore ("Shirpur Gold Mining"). and one step down subsidiary namely 'PreciousMetals Mining and Refining Limited'("PMMRL") Papua New Guinea. During the yearunder review the Company has neither formed any new subsidiary associate or Jointventure nor any company ceased to be subsidiary however floated a step down subsidiarynamely 'Precious Metals Mining and Refining Limited Rs ("PMMRL") Papua NewGuinea.
During the year under review in order to provide clear focus on Dubai operations Mr.Vimal Kumar Agarawal Non Executive Director of the Company was appointed as ManagingDirector of Zee Gold subsidiary w.e.f. 1st April 2015 and Mr. Jeffrey Rhodesas CEO w.e.f. 15th August 2015. 'Zee Gold Rs has commenced it's operationseffective from January2016. The subsidiary was registered as trading company with theDubai Multi Commodity Centre and licensed for precious metals trading. The subsidiary hasalso been approved by the Dubai Gold and Commodity Exchange as a Trade / Clearing memberand appointed as a Swap Physical Provider to the DGCX spot gold contract.
'Shirpur Gold Mining' subsidiary is yet to commence it's operations. 'PMMRL' stepdown subsidiary also has not commenced it's operations but expected to commence the sameshortly.
In compliance with Section 129 of the Companies Act 2013 a statement containingrequisite details including financial highlights of each of the subsidiaries is annexed tothis report. Further as per Section 136 of the Companies Act2013 the audited financialsof the each of the subsidiary have been placed on the website of the Company
In accordance with the Accounting Standard (AS) - 21 on Consolidated FinancialStatements read with AS - 23 on Accounting for Investments in Associates in ConsolidatedFinancial Statements and AS - 27 on Financial Reporting of Interests in Joint Venturesthe Audited Consolidated Financial Statements is provided in and forms part of this AnnualReport.
REGISTRAR AND SHARE TRANSFER AGENT During the first quarter of calendar year 2016there were certain allegations of fraud and malpractices in the conduct and operations ofSharepro Services (India) Pvt.Ltd.("Sharepro")who has been the Registrar andShare Transfer (R&T) Agent of the Company and upon preliminary investigations SEBIhad issued an order dated March 222016 interalia restraining Sharepro from involving inmarket related activities. The Assurance Audit of records and systems of Sharepro done atthe behest of the Company by M/s MKB Associates Company Secretaries did not reveal anyirregularity or violations with respect to transfer of securities during the audit periodof 11 years from April2005. Subsequently in pursuance of the advisory issued by SEBIvide Order dated March 222016 and considering that key employees were leaving Shareprowhich could affect R&T services at Sharepro
in future your Company has appointed M/s Link Intime India Private Ltd. as the R&TAgent in place of Sharepro. The said changeover of R&T agent shall take effect fromJuly 12016. CORPORATE GOVERNANCE AND POLICIES In order to maximize shareholdervalue on a sustained basis your Company has adopted Corporate Governance practicesstrictly complying with the requirements of SEBI( Listing Obligations and DisclosureRequirements) Regulations2015 ("Listing Regulations") and applicable provisionsof the Companies Act2013.
In terms of Schedule V of Listing Regulations a separate report on CorporateGovernance together with the Statutory AuditorS' Certificate on compliance is attached tothis Annual Report. Management's Discussion and Analysis Report for the year under reviewas stipulated under Listing Regulations is presented in a separate section forming part ofthe Annual Report.
In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board has approved various Policies including Code of Conduct for Directors &Senior Management Material Subsidiary Policy Insider Trading Code Document PreservationPolicy Material Event Determination and Disclosure Policy Fair Disclosure PolicyCorporate Social Responsibility Policy Whistle Blower and Vigil Mechanism Policy RelatedParty Transaction Policy and Remuneration Policy. All these policies and codes have beenuploaded on Company's corporate website www.shirpurgold.com.Additionally Directors Familiarisation Programme and Terms and Conditions for appointmentof Independent Directors can be viewed on Company's corporate website
In compliance with regulatory requirements the Nomination and Remuneration Committeeof your Board has fixed criteria for nominating a person on the Board which inter aliainclude desired size and composition of the Board age limit qualification / experienceareas of expertise and independence of individual. DIRECTORS AND KEY MANAGERIALPERSONNEL (KMP)
Your Board currently comprises of 5 Directors including 3 Independent Directors and 2Non-Executive Directors. Independent Directors provide their declarations both at the timeof appointment and annually confirming that they meet the criteria of independence asprescribed under Companies Act 2013 and Listing Regulations. During FY 2015-16 your Boardmet 4 (four) times details of which are available in Corporate Governance Report annexedto this report.
Pursuant to Sections 196197 198 and 203 read with Schedule V and other applicableprovisions of the Companies Act 2013 ("Act") and shareholderS' approval soughtat the 30th Annual General Meeting of the Company held on 15thSeptember2015 Mr. Subhash Pareek was re-appointed as 'Manager Rs of the Company for aperiod of three years w.e.f. 5th November2015.
In compliance with the requirements of Section 203 of Companies Act2013 Mr.SubashPareek Manager Mrs. Archia Kothari CFO and Mr. Shyamal Padhiar Company Secretarycontinue as Key Managerial Personnel of the Company.
Mr. Amit Goenka Non-Executive Chairman is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible he has offered himself for re-appointment. YourBoard has recommended his re-appointment.
There is no change in the Directorship or Key Managerial Personnel of the Companyduring the financial year under review.
In a separate meeting of Independent Directors performance of the non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated. Based on such report of the meeting of Independent Directors and taking intoaccount the views of directors the Board had evaluated it's performance on variousparameters such as Board composition and structure effectiveness of board processeseffectiveness of flow of information attendance contributions from each directors etc..
In compliance with the requirements of Companies Act 2013 and Listing Agreements /Listing Regulations your Board had constituted various Board Committees including AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship Committeeand Corporate Social Responsibility Committee. Details of the constitution of theseCommittees which are in accordance with regulatory requirements have been uploaded onthe website of the Company viz. www.shirpurgold.com. Details of scope constitution terms of reference number of meetings held duringthe year under review along with attendance of Committee Members therein form part of theCorporate Governance Report annexed to this report.
A detailed report on Corporate Social Responsibility activities initiated by theCompany during the year under review in compliance with the requirements of CompaniesAct 2013 is annexed to this report.
AUDITORS Statutory Audit
The Statutory Auditors M/s B.S.Sharma and Co. Chartered Accountants Mumbai havingFirm Registration No 128249W has carried out Statutory Audit of the Company for thefinancial year 2015-16 who holds office until the conclusion of the ensuing Annual GeneralMeeting and is eligible for reappointment.
Your Company has received confirmation from the Auditors to the effect that theirappointment if made will be in accordance with the limits specified under the CompaniesAct 2013 and the firm satisfies the criteria specified in Section 141 of the CompaniesAct 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014.
Your Board is of the opinion that continuation of M/s. B. S. Sharma and Co. StatutoryAuditors for the FY 2016-17 will be in the best interests of the Company and thereforeMembers are requested to consider their re-appointment to carry out the statutory auditfor the financial year ended on March 312017. The re-appointment
proposed is within the transition period prescribed under the provisions of sub-section(2) of Section 139 of the Companies Act 2013.
In compliance with the provisions of Section 204 of the Companies Act2013 the Companyhas appointed Mrs. Mita Sanghavi Practising Company Secretary ( Firm Registration No.6364) as secretarial auditor of the Company for the financial year 2015-16. A copy ofsecretarial audit report is annexed to this report.
The reports of the Statutory Audit & the Secretarial Audit for the year ended March31 2016 do not contain any qualifications / reservations. During the year the StatutoryAuditors had not reported any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3)(ca)of the Act.
I. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
The details of loans investments and guarantee as required u/s 186 of the CompaniesAct2013 read with the Companies ( Meetings of Board and its Powers ) Rules 2014 areannexed to this report.
II. RELATED PARTY TRANSACTIONS
None of the transactions with related parties fall under the scope of Section 188(1) ofthe Act. Further there are no material related party transactions during the year underreview. Accordingly the information pursuant to Section 134(3)(h) of the Act read withrule 8(2) of the Companies (Accounts) Rules 2014 in form AOC-2 is not applicable.
III. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY Your Company has approvedinternal financial controls and policies/procedures to be adopted by the Company fororderly and efficient conduct of the business including safeguarding of assets preventionand detection of frauds and errors ensuring accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. The Audit Committeeevaluates the internal financial control system periodically.
IV. EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport.
V. SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at workplace and adopted a policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at work place (Prevention Prohibitionand Redressal) Act2013 and the Rules thereunder. During the year under review nocomplaint on sexual harassment was received during the financial year under review.
VI. REGULATORY ORDERS
No significant or material orders were passed by the regulators or courts or tribunalswhich impact the going concern status and Company's operations in future.
VII. MATERIAL EVENT
on 24th April 2015 60 Kgs of Gold during transit to plant of the Companyat Shirpur was robbed near Nashik Maharashtra. Of the said robbed gold the Crime Branchhas so far seized 11.433 kgs of Gold and other assets of the robbers. Thus the total goldunder possession of the police is 13.433 kgs including 2 kgs gold recovered from robberysite on the date of robbery. Legal procedure for repossession of seized gold and assetsunder police custody is in progress. The said Gold of 13.433 Kgs has been considered inclosing inventories and valued at lower of cost or realizable value and shown in books aslying with the law enforcing agency pending repossession. Investigation by law enforcingagencies is in progress for the balance gold. The company has also lodged on account claimof the lost gold with the Insurance company. On account insurance claim for the balance of46.567 kgs of gold valued at '1122.86 lacs is accounted as "Claims Receivables"under Other Current Assets. On finalization of claim by the insurance company post finalinvestigation report by crime branch the difference if any between the amount claimedand the actual claim received which the management does not expect to be material willbe charged to Statement of Profit & Loss.
VIII. PUBLIC DEPOSITS
Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits under Section 73 of the Companies Act 2013 readwith Companies (Acceptance of Deposits) Rules 2014 was remained unpaid or unclaimed asat the end of the year 31st March2016.
IX. INSURANCE & RISK MANAGEMENT
The Company has obtained adequate insurance on all of it's fixed and other assets. TheCompany has identified the potential risks against the business of the Company and takingproper safeguards to mitigate / minimize the risks. The detailed analysis of the Riskelements are discussed under the 'Management analysis and Discussion Report Rs MANAGEMENTDISCUSSION AND ANALYSIS The detailed analysis of the State of Company's affairs /developments is discussed under Management Discussion and Analysis section of DirectorS'report.
HEALTH SAFETY & ENVIRONMENT PROTECTION The Company is operating it's plant ina manner which endeavors protection of health / safety of workers and environment. TheCompany is using eco-friendly technology and manufacturing
facilities at it's plant to ensure workers safety and health. The 'Green Rs initiativestaken by the Company by plantation of trees at plant site are one of the best examples ofprotecting environment. The Company is in compliance with all the applicable labour andenvironmental laws.
HUMAN RESORCES AND PARTICULARS OF EMPLOYEES
The Company has maintained cordial relations with it's employees and workers. TheCompany has taken adequate steps to ensure safety and welfare of all it's employees atplant and other places. Requisite disclosures in terms of the provisions of Section 197 ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed to this report. None of the employee of the Company isin receipt of remuneration of Rs 60 Lacs per annum/ Rs 5 Lacs per month or more during theFY 2015-16.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required u/s. 217(1)(e) of the Companies Act 1956 read with Rule 2 ofthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988is furnished hereunder :
I. Energy Conservation and Technology Absorption:
Details of energy conservation technology absorption by the Company along with theinformation in accordance with the provisions of Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to thisreport.
II. Foreign Exchange Earning and Outgo :
Particulars of foreign currency earnings and outgo during the year are given in Note 34to 35 to Standalone Financial Statement. ACKNOWLEDGEMENTS
We sincerely thank all our investors customers suppliers bankers business partners/associates financial institutions and government authorities for their continuedco-operation trust support and guidance. We also take this opportunity to express ourdeep appreciation for the contribution hard work dedication and commitment of all ouremployees who have been one of the major driving factors for the company's growth andprogress.
ANNEXURE TO DIRECTOR'S REPORT
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES /ASSOCIATES / JOINT VENTURE AS PER THE COMPANIES ACT 2013 FOR THE YEAR ENDED MARCH 312016
( Rs in Millions)
1. * Held through Zee Gold DMCC
2. The Company do not have any Associates / Joint Venture.
Information under section 186 (4) of the Companies Act 2013
1. All Loans are given to wholly owned subsidiary entities on interest.
2. All the advances are provided for business purpsoes of respective entitiesrepayable on demand with prepayment option to the borrower.
b) Investments made
There is no investments by the Company other than those stated under Note no. 11 in theFinancial Statements.
c) Guarantees given
There ae no guarantees given during the year.
d) Securities given
There are no securities given during the year.
ANNEXURE TO THE DIRECTORS' REPORT
REPORT OF THE BOARD OF DIRECTORS UNDER SECTION 134 OF THE COMPANIES ACT 2013 READWITH COMPANIES (ACCOUNTS) RULES 2014 FOR THE FINANCIAL YEAR ENDED ON 31stMARCH 2016.
A. CONSERVATION OF ENERGY Energy conservation measures taken:
Management has taken necessary steps for energy conservation. A separate functionalteam has been identified and assigned the work of energy management. Energy consumed ismonitored day wise and separate energy report is prepared and circulated to createawareness amongst all consumers within the refinery.
Steps taken to conserve the energy:
1. The Company has replaced most frequently used air conditioners with energy efficientair conditioners which resulted in significant power saving.
2. The Company has replaced watering pumps in garden by energy efficient pump whichresulted in significant power saving.
3. The Company has earned 7 % rebate on energy bill amount by maintaining Power FactorUnity.
4. Upgradation of plant machinery has achieved more production with less powerconsumption (in terms of kg produced/Unit of power) compared to previous Financial year.
5. The Company has identified Non Productive consumption of Power like GardenIrrigation Overhead water tank Filling etc. in which segment cost per Unit of power isless than the basic rate .
6. The water consumption for Irrigation has been reduced by introducing Dripirrigation.
7. The Company has replaced metal halide lamps with CFL & LED .
The capital investment on energy conservation equipments: NIL
The particulars with respect to Conservation of Energy are given in Form A.
B. TECHNOLOGY ABSORPTION & RESEARCH & DEVELOPMENT
The Company while conducting it's refinery operations uses latest technology to derivemaximum benefits at minimal cost. The Company makes continuous efforts to reduce the costof it's plant operations by identifying the areas in which improvement is possible.
a. Technology imported: The Company had upgraded aqua-regia technology by importing aplant from Germany & Italy.
b. Year of Import: 2015
c. Whether the technology has been fully absorbed : Yes
d. Benefits arrived by absorbing new technology: By upgrading this technology theprocessing time was reduced. This process has also resulted in reduction in cost ofproduction and increase in efficiency.
The expenditure incurred on Research and Development is NIL.
Form A for Disclosure of particulars with respect to Conservation of Energy
ANNEXURE TO THE DIRECTORS' REPORT
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR FY 2015-2016
Note : CSR spend contributed / remitted by the Company to NGO or agency mentionedabove which may be pending utilization for specified purposes at the year end.
The CSR committee certifies that the implementation and monitoring of the CSR policy isin compliance with the CSR objectives and Policy of the Company.
ANNEXURE TO THE DIRECTORS' REPORT
The Information Required under Section 197 of the Act read with rule 5(1) Of TheCompanies (Appointment & Remuneration Of Managerial Personnel) Rules 2014
A. Remuneration of each Director & Key Managerial Personnel percentage of increaseduring the FY 2015-16 the ratio of the remuneration of each of the director to the medianremuneration of the employees of the company for the financial year 2015-16 and comparisonof remuneration of each KMP against Company's Standalone Performance
1. The Company does not have any Executive Director.
2. # Not eligible for increment as appointed as Key Managerial Personnel during the FY2014-15.
3. The Company has paid remuneration to it's Directors by way of sitting fees only.
i) Percentage increase in the median remuneration of employees in the financialyear 2015-16 is 13 %
ii) The Company has 80 permanent employees on the rolls of the Company as on March312016.
iii) Explanation on the relationship between average increases in remuneration andcompany performance : The average increase of 11.07 % in the remuneration of all employeesin the financial year 2015-16 was in line with the market trend. In order to ensure thatremuneration reflects Company Performance the performance is also linked to organizationperformance apart from individual performance.
iv) Comparision of the remuneration of the Key Managerial Personnel against theperformance of the Company (Standalone): The aggregate remuneration of Key ManagerialPersonnel was 0.01 % of the turnover and 3.45 % of Net Profit (before Tax) during thefinancial year.
v) Details of Variations in the market capitalizations and Share Price Earningratio and the closing price of the shares of the Company as at the end of the financialyear
vi) The closing shares price of the Company on BSE as on 31.03.2016 being Rs75.60/- per Equity share of face value of Rs 10/- each has increased by 656 % since lastRight Issue made by the Company in the year 1995 ( Offer Price was '10/- per equity shareof face value of '10/- each)
vii) Average increase in the salaries of the employees other than the managerialpersonnel during the financial year 2015-16 was 10.81 % while average increase in themanagerial remuneration was 10 %
viii) The key parameters for any variable component of remuneration availed by thedirectors - Not Applicable as the Company has not paid any variable component ofremuneration to it's Directors.
ix) The ratio of remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - Not Applicable asthe Company did not have any ExecutiveDirector as at March 312016)
x) The Company hereby affirms that the remuneration paid to managerial personnel isas per the remuneration policy of the company.
ANNEXURE TO THE DIRECTORS' REPORT
Secretarial Audit Report For the financial Year ended March 31 2016
Shirpur Gold Refinery Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shirpur Gold RefineryLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2016according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
iii. The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Purchase Scheme)Guidelines 1999 and (Share Based Employee Benefit) SEBI Regulations 2014;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period) and
h. The Securities and Exchange Board of India (Buyback of Securities) (Amendment)Regulations 2015; (Not applicable to the Company during the Audit Period)
vi. Other acts
a. Bureau of Indian Standards Act 1986
b. Factories Act 1948
c. The Payment of Wages Act 1936
d. Employees Provident Fund and Miscellaneous Provisions Act 1952
e. Payment of Bonus Act 1965
f. Payment of Gratuity Act 1972
We have relied on the representation made by the Company its officers and Reports ofthe Statutory Auditor for systems and mechanism framed by the Company for compliancesunder other Acts Laws and Regulations applicable to the Company as listed in point vi.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(BSE) and National Stock Exchange (NSE).
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I further report that:
The Board of Directors of the Company is duly constituted with proper balance ofNon-Executive Directors and Independent Directors. There was no changes in the compositionof the Board of Directors during the period under review.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting memberS' views are capturedand recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
ANNEXURE TO THE DIRECTOR'S REPORT
EXTRACT OF ANNUAL RETURN
(Pursuant to section 92(3) of the Companies Act2013 and Rule 12(1) of the Companies(Management and Administration)
I. REGISTRATION AND OTHER DETAILS
Note : With effect from July 12016 M/s Link Intime India Pvt.Ltd. having it's officeat C-13 Pannalal Silk Mills Compound L.B.S.Road Bhandup(West) Mumbai - 400078 hasbeen appointed as Registrar and Share Transfer Agent of the Company in place of M/sSharepro Services (India) Private Ltd.
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of theCompany
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
* Held through Zee Gold DMCC
IV. SHAREHOLDING PATTERN ( Equity Share Capital Breakup as percentage of Total Equity )
(i) Category-wise Share Holding
ii) Shareholding of Promoters
iii) Change in Promoter's Shareholding
There are no changes in the shareholding of Promoter's during the period from01.04.2015 to 31.03.2016.
iv) Change in Shareholding Pattern of Top 10 Shareholders
1. The shares of the Company are substantially held in dematerialized form and aretraded on a daily basis and hence date wise increase / decrease in shareholding is notindicated.
2. # denotes common top 10 shareholders as on April 12015 and March 312016 $ denotestop 10 shareholders only as on April 12015
@ denotes top 10 shareholders only as on March 312016
v) Change in Shareholding of Directors and Key Managerial Personnel:
Mr. Vimal Kumar Agarawal Director was holding (including holding of dependents) 8554Equity Shares of the Company at the beginning of the year i.e. April 12015. There is nomovement in his holding during the financial year 2015-16 and balance equity holding as atthe end of year i.e. March 312016 is 8554 Equity shares.
None of the Directors / Key Managerial Personnel except mentioned above is eitherholding any shares of the Company at the beginning of the year i.e. April 12015 or at theend of the year i.e. March 312016 or dealt in the Equity Shares of the Company duringfinancial year 2015-16 and information in this regard is Nil.
Indebtedness of the Company including interest outstanding / accrued but not due forpayment
(Amount in Rs / Millions)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole- time Directors and / or Manager.
(Amount in Rs / Millions)
Note : The Company does not have any Managing Director or Whole-time Director.
B. Remuneration to other Directors
C. Remuneration to Key Managerial Personnel other than MD / MANAGER / WTD
(Amount in Rs / Millions)
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES - None