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Deccan Gold Mines Ltd.

BSE: 512068 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE945F01025
BSE 13:36 | 09 Dec 20.50 0.20
(0.99%)
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20.20

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NSE 05:30 | 01 Jan Deccan Gold Mines Ltd
OPEN 20.20
PREVIOUS CLOSE 20.30
VOLUME 46046
52-Week high 36.75
52-Week low 13.98
P/E
Mkt Cap.(Rs cr) 191
Buy Price 20.25
Buy Qty 200.00
Sell Price 20.45
Sell Qty 248.00
OPEN 20.20
CLOSE 20.30
VOLUME 46046
52-Week high 36.75
52-Week low 13.98
P/E
Mkt Cap.(Rs cr) 191
Buy Price 20.25
Buy Qty 200.00
Sell Price 20.45
Sell Qty 248.00

Deccan Gold Mines Ltd. (DECGOLDMINES) - Director Report

Company director report

To

The Members

Deccan Gold Mines Limited

The Directors of Deccan Gold Mines Limited (‘the Company') have pleasure insubmitting their 36th Annual Report to the Members of the Company together with theAudited Standalone and Consolidated Statement of Accounts for the year ended March312020. The financial statements have been presented based on Ind AS requirements.

1. FINANCIAL STATEMENTS & RESULTS:

A. FINANCIAL RESULTS

Financial results for the year ended March 312020 are as under: ( Rs in ‘000)

Particular For the financial year ended March 312020 For the financial year ended March 312019
Other Income 7958 2465
Total Expenses 31291 26513
Profit / (Loss) before Exceptional and Extraordinary Items and Tax (23333) (24047)
Less: Exceptional and Extraordinary Items - -
Profit / (Loss) before tax (23333) (24047)
Less: Current Tax & Deferred Tax - -
Profit / (Loss) after tax (23333) (24047)
Other Comprehensive Income (168) (283)
Balance transferred to Balance Sheet (23501) (24330)

b. OPERATIONS:

Details on the operations of the Company during the year under review are given underthe head “Details of the Key Gold Projects” and the segment titled “Statusof mineral concession applications” and in “Management Discussion &Analysis” which forms part of this Annual Report.

More details about the Company's projects and operations as well as marketannouncements made from time to time can be accessed at (www.deccangoldmines.com).

There was no change in nature of the business of the Company during the year underreview.

c. REPORT ON PERFORMANCE OF SUBSIDIARY:

The Company holds 100% shares in Deccan Exploration Services Private Limited (DESPL)and in view of the provisions of the Companies Act 2013 (‘the Act') DESPL is awholly owned subsidiary company. Pursuant to the provisions of Section 129 of the ActDESPL's accounts have been consolidated into the Company's accounts.

The performance and financial position of DESPL subsidiary company for the year endedMarch 31 2020 is attached as Annexure 1 (Form AOC-1) to this Report.

d. MATERIAL SUBSIDIARIES :

The Board has adopted a Policy for determining Material Subsidiaries in accordance withthe requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015. The Policy as approved by the Board is uploaded on theCompany's website and the link for the same is http://deccangoldmines.com/wp-content/uploads/2018/11/Policy-on-Material-Subsidiaries.pdf. In terms of thecriteria laid down in the Policy and as per the definition of material subsidiary providedin Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the wholly owned subsidiary of the Company i.e. Deccan ExplorationServices Private Limited has been identified as ‘Material' based on the Company'sConsolidated Financial Statements for financial year 2019-20.

Further the Financial Statements along with the Director' Report of the materialsubsidiary i.e. Deccan Exploration Services Private Limited for the financial year endedMarch 312020 are available on the Company's website athttp://deccangoldmines.com/wp-content/uploads/2020/11/1605612906769_DESPL-Annual-Report-2020.pdf

e. COMPLIANCE WITH Secretarial Standards

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively have been duly compliedby the Company.

f. DIVIDEND:

In view of the fact that the Company is awaiting grant of its mineral concessions itis yet to commence its mining operations. Therefore your Directors express theirinability to recommend dividend for the financial year under review.

g. TRANSFER TO RESERVES:

In view of losses incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

h. DECLARATION WITH REGARD TO FINANCIAL STATEMENTS:

Financial Statements for the year ended March 312020 are in accordance with the IndianAccounting Standards (IND-AS) notified by the Ministry of Corporate Affairs Government ofIndia which have already become applicable to the Company from the accounting periodbeginning on April 12017.

The Company has not carried out any revision in its financial statements in any of thethree preceding financial years as per the requirement under Section 131 of the Act.

i. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (“the Act”) read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with ChapterV of the Act is not applicable.

j. DISCLOSURES UNDER SECTION 134(3)(L) Of THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

k. DISCLOSURE WITH REGARD TO INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to financial statements as designed andimplemented by the Company are adequate considering the nature of its business and thescale of operations. During the year under review no material or serious observation hasbeen made by the Statutory Auditors and the Internal Auditors of the Company regardinginefficiency or inadequacy of such controls. Wherever suggested by the auditors controlmeasures have been further strengthened and implemented.

l. DISCLOSURE WITH REGARD TO ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS:

No adverse orders have been passed by any Regulator or Court or Tribunal which can haveimpact on the Company's status as a Going Concern and on its future operations.

m. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during thefinancial year with its wholly owned subsidiary were in the ordinary course of businessand at an arm's length basis. Accordingly the disclosure of related party transactionsas required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is annexed tothe Directors' Report. The Policy on related party transactions as approved by the Boardmay be accessed on the Company's website www.deccangoldmines.com.

Your Directors draw attention of the members to Note No. 20 of standalone financialstatements which sets out disclosures on related parties and transactions entered intowith the said parties during the financial year under review.

n. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:

During the year under review the Company did not provide any loan or give anyguarantees. The Company does not have any investments except 100% shareholding in DESPLits wholly owned subsidiary company.

o. disclosure under SECTION 43(A)(II) of THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationis required to be furnished in terms of provisions of Section 43(a)(ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.

p. 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 andhence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies(Share Capital and Debenture) Rules 2014 are not applicable.

q. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT 2013:

All the stock options issued under the DGML ESOP 2014 and DGML ESOP 2014 (Amended 2016)have since been exercised during the financial year 2017-18 and the Company did not haveany Scheme of ESOP in force during the year under review and hence no disclosure isrequired to be furnished.

p) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a Scheme pursuant toSection 67(3) of the Companies Act 2013 read with Rule 16(4) of Companies (Share Capitaland Debenture) Rules 2014. Hence disclosures pursuant to Section 67 (3) of the CompaniesAct 2013 are not required to be furnished.

2. OUTLOOK AND OPPORTUNITIES:

Details on the industry outlook opportunities risks and concerns have been providedunder ‘Management Discussion and Analysis' forming part of this Annual Report.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Board of Directors and Key Management Personnel:

Ms Pratima Ram (DIN: 03518633) an Independent & Non-executive Director andChairperson ceased to be a Director on the Board of the Company upon end of her tenure onMarch 29 2020.

Mr. Govind Subhash Samant Director (DIN:07984886) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for reappointment.

Further Mrs. Revathi Thiruvengadam (DIN:01119311) was appointed as an AdditionalDirector (Independent and Non-Executive) with effect from June 16 2020 to hold officetill the ensuing Annual General Meeting.

Necessary notices under Section 160 of the Act proposing the candidature of Mrs.Revathi Thiruvengadam as Director (Independent & Non-Executive) for a period of 2years with effect from June 16 2020 has been received from a shareholder. Resolutions forrespective appointment of directors have been included in the Notice convening the ensuing36th AGM and your Directors recommend their appointment.

The tenure of Mr. Sandeep Lakhwara (DIN: 01049978) as Managing Director of the Companyended on April 30 2020. The Company's Board of Directors at their Meeting held on April30 2020 approved re-appointment of Mr. Sandeep Lakhwara for a period of one year from May12020 to April 30 2021 subject to approval by the shareholders in the forthcoming AGM.Your Board of Directors recommend the re-appointment of Mr. Sandeep Lakhwara as ManagingDirector of the Company from May 12020 to April 30 2021.

b) Declaration by Independent Directors:

The Company has received declaration from all the Independent Directors under Section149(6) of the Companies Act 2013 as further amended by the Companies Amendment Act 2017and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 confirming their independence vis-a-vis the Company and its management.There was no change in the circumstances which affected their status as IndependentDirector (s) during the year under review.

The Independent Directors have also confirmed that they are not aware of anycircumstances or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence.

Further declaration on compliance with Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 as amended by Ministry of Corporate Affairs(“MCA”) Notification dated October 22 2019 regarding the requirement relatingto enrollment in the Data Bank created by MCA for Independent Directors have beenreceived from all the Independent Directors.

c) Company's Policy on Directors' appointment and remuneration:

The Board has as per the recommendation of the Nomination and Remuneration Committeeframed a policy on selection and appointment of Directors and Senior Managerial personneland their remuneration which was further amended by the Board vide their resolution datedMarch 312019 in terms of the SEBI (Listing Obligations and Disclosure Requirements)Amendment Regulations 2018. The details of said policy are given in the CorporateGovernance Report which forms part of this Annual Report.

4. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a) Board Meetings:

The Board of Directors met five (5) times during the year ended March 312020 inaccordance with the provisions of the Companies Act 2013 and rules made there under.Detailed information on the Board Meetings is provided in the Corporate Governance Reportwhich forms part of this Annual Report.

b) Directors' Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 312020 the Board ofDirectors hereby confirm that:

a. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 312020 and of theloss of the Company for that year;

c. proper and sufficient care was taken for maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a Going Concern basis;

e. internal financial controls have been laid down by the Company and that suchinternal financial controls are adequate and operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively;

c) Board Committees:

There are three (3) Committees of the Board of Directors of the Company viz. AuditCommittee Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

Detailed information on all the above Board Committees is provided in the CorporateGovernance Report forming part of this Annual Report along with the details of extractfrom Nomination and Remuneration Policy of the Company with respect to remuneration ofExecutive Directors Key Managerial Personnel and other senior employees of the Company.

Policies framed by the Committees / Board pursuant to the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are available on the Company's Website (www.deccangoldmines.com).

Disclosure in respect of composition meetings held attendance of members terms ofreference and other related matters in respect of the above Board Committees are furnishedin the Corporate Governance Report forming part of this Annual Report.

d) Policies and Procedures (Mechanism):

Vigil Mechanism Policy for Directors / Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed a “Vigil Mechanism Policy” for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

The employees of the Company have the right to report their concern/grievance to theChairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/ strategic business plans and in periodic management reviews.

Corporate Social responsibility:

The provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company.

e) Annual Evaluation of Directors Board Committees and Board:

A statement indicating the manner for evaluation of performance of the Board and itsCommittees and individual Directors is attached to this Report as Annexure II.

f) Internal control systems:

Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

g) Disclosure under Section 197(12) of the Companies Act 2013 and other disclosures asper rule 5 of

Companies (Appointment & remuneration) rules 2014:

The information required pursuant to Section 197 read with Rules 5(1) and 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 have beenattached as Annexure III to this Report.

h) Payment of remuneration / commission to managerial personnel from subsidiarycompany:

The Managing Director of the Company is not in receipt of remuneration / commissionfrom the subsidiary company. Apart from the Managing Director the Company does not haveany managerial personnel.

i) Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The Familiarization Programme for the Board anddetails of various familiarization programmes conducted during the year ended March312020 are available on the Company's website at http://deccangoldmines.com/wp-content/uploads/2018/11/Independent-Directors-Familiarisation-Programme.pdf.

5. Auditors AND Reports:

The matters related to Auditors and their Reports for the year ended March 312020 areas under:

a) Report of the Statutory Auditors on financial statements for the year ended March31 2020:

The Report furnished by the Statutory Auditors on the financial statements of theCompany for the year ended March 312020 is free from any observations / qualifications.

b) Secretarial Audit Report:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report in Form MR-3 from a Practising Company Secretary. M/s.Rathi and Associates Practising Company Secretaries Mumbai had been appointed asSecretarial Auditors to issue Secretarial Audit Report for the financial year 2019-20.

The Secretarial Audit Report issued in Form MR-3 by M/s. Rathi Associates is attachedand forms part to this report. The said report does not contain any observation orqualification requiring explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

c) Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circularCIR/CFD/CMD1/27/2019 dated February 8 2019 the Company has undertaken an audit for theFinancial Year 2019-20 for all applicable compliances as per Securities and Exchange Boardof India Regulations and Circulars/Guidelines issued thereunder. The Annual SecretarialCompliance Report duly issued by M/s. Rathi & Associates has been submitted to theStock Exchanges within the prescribed timelines and is attached to and forms part of thisreport.

The Annual Secretarial Compliance Report does not contain any qualificationreservation or adverse remark or disclaimer or modified opinion.

d) Ratification of appointment of Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s P R Agarwal & Awasthi Chartered AccountantsMumbai (Firm Regn No. 117940W) were appointed as the Statutory Auditors of the Company fora consecutive term of five (5) years at the Annual General Meeting held on November 272017 subject to ratification of their appointment by the Members at every Annual GeneralMeeting.

However the Ministry of Corporate Affairs vide Notification dated G.S.R. 432(E)-Partdated May 7 2018 withdrawn the requirement of ratification of appointment of auditors.Accordingly no approval of shareholders will be required for ratification of appointmentof Statutory Auditors at the ensuing Annual General Meeting.

e) Cost Auditors:

Presently the Company is not engaged in any manufacturing activities and hencerequirement of appointment of Cost Auditors pursuant to Section 148 of the Companies Act2013 is not applicable to the Company.

f) Fraud Reporting

During the year under review Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees asspecified under Section 143(12) of the Companies Act 2013.

6. disclosures under SECTION 134 Of COMPANIES ACT 2013:

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a) Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofAnnual Return in the prescribed format for the financial year ended March 312020 isuploaded on the website of the Company and the link for the same ishttp://deccangoldmines.com/wp-content/uploads/2020/11/DGML-Extract-of-Annual-Return_31-03-2020-merged.pdf Further the Annual Return for the year ended March31 2019 in Schedule-V which was filed with the Registrar of the Companies is alsouploaded on the website of the Company and the link for the same ishttp://deccangoldmines.com/wp-content/uploads/2020/11/ DGML_Form_MGT-7_Final_Signed-1.pdf

b) Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 have not been furnishedconsidering the fact that the Company is yet to commence its manufacturing operations.

There were no foreign exchange earnings or outgo during the year under review.

c) Remuneration payable by Companies having no profit or inadequate profit (in terms ofSection II of

Schedule V to the Companies Act 2013):

The Company is paying remuneration to its Managing Director as per the limits laid downin Section II of Schedule V to the Companies Act 2013.

d) Change in share capital:

No equity shares were issued by the Company during the year under review and as suchthere was no change in capital structure of the Company.

e) Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established an Internal Complaints Committee asstipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules there under. During the year under review no complaints inrelation to such harassment at workplace have been reported.

7. ACKNOWLEDGMENT AND Appreciation:

Your Directors take this opportunity to express their gratitude to all the businessassociates and to the investors / shareholders for the confidence reposed in the Companyand its management. The Directors also convey their appreciation to the employees at alllevels for their enormous personal efforts as well as collective contribution.

Kailasam Sundaram

Chairman

DIN: 07197319

Date: November 12 2020

Place: Bengaluru

CIN: L51900MH1984PLC034662

REGISTERED OFFICE:

Parinee Crescenzo 803 8th Floor Opp. MCA

C38-C39 G Block Bandra Kurla Complex Bandra (East)

Mumbai - 400 051

Tel .No.:022-33040797 Fax No.: 022-26532440

Email.: info@deccangoldmines.com

Website.: www.deccangoldmines.com

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