Penta Gold Ltd.
|BSE: 535074||Sector: Consumer|
|NSE: PENTAGOLD||ISIN Code: INE175Y01012|
|BSE 05:30 | 01 Jan||Penta Gold Ltd|
|NSE 05:30 | 01 Jan||Penta Gold Ltd|
|BSE: 535074||Sector: Consumer|
|NSE: PENTAGOLD||ISIN Code: INE175Y01012|
|BSE 05:30 | 01 Jan||Penta Gold Ltd|
|NSE 05:30 | 01 Jan||Penta Gold Ltd|
To the Members
The Board of Directors hereby submits the report of the business & operations ofyour company ("the Company") along with the audited accounts of the Company forthe financial year ended on 31st March 2021.
1. Financial Results
*Note: figures of the last year is not comparable since this is first year ofconsolidation
In the FY 2020 the COVID-19 pandemic developed rapidly forcing the government toenforce lockdown in the entire nation. For the Company the focus immediately shifted toensuring the health and well-being of all employees and on minimizing disruption toservices for all our customers. The company has taken cash flow control and overheadcontrol measures to manage the operations weekly review mechanism adopted to review theaccount receivables and measures taken to control the expenditures.
3. Review of Operations Standalone
Your Company has achieved satisfactory performance during the period under review andanticipates further acceleration in the performance in terms of sales and profits. TheCompany achieved total Revenue of ? 155.45 Crores (Previous Year ? 568.65 Crores). Theserevenues comprise of Jewellery Sales of ? 0.04 Crores (Previous Year ? 425.99 Crores)Bullion sales of 12.15 Crores (Previous Year ? 130.23 Crores) and Diamond Sales of 140.93Crores (Previous Year ? 0.70 Crores) of ? The Net Profit stood at ? 0.12 Crores (PreviousYear ? 3.83 Crores) The Company inspite of many challenges and competitive marketconditions was able to achieve satisfactory Sales & Net Profit (After Tax) figures.The management is of the opinion that similar figures will be replicated in the comingfuture as the overall situation seems to be improving and your Company is working out thefuture strategy accordingly.
Your Company has achieved satisfactory performance during the period under review andanticipates further acceleration in the performance in terms of sales and profits. TheCompany achieved total Revenue of ? 155.52 Crores. These revenues comprise of JewellerySales of ? 0.04 Crores bullion sales of 12.15 Crores and Diamond Sales of 140.93 Croresof ?. The Net Profit stood at ? 0.07 Crores. The Company inspite of many challenges andcompetitive market conditions was able to achieve satisfactory Sales & Net Profit(After Tax) figures. The management is of the opinion that similar figures will bereplicated in the coming future as the overall situation seems to be improving and yourCompany is working out the future strategy accordingly.
The overall situation seems to be improving though at very slow pace due to theoutbreak Covid-19 pandemic in the country and your Company is working out the futurestrategy accordingly. In order to conserve the resources for increasing businessoperations no dividends are recommended for payment to the shareholders for the year.
5. Reserves Standalone
The Company has earned profit of ? 0.12 Crores during the year and The Company hasaccumulated profits of ? 15.37 Crores along with Securities Premium of ? 9.72 Crores as on31st March 2021.
The Company has earned profit of ? 0.07 Crores during the year and The Company hasaccumulated profits of ? 15.32 Crores along with Securities Premium of ? 9.72 Crores as on31st March 2021
6. Capital Structure of the company
There is no any change in the capital structure of the company during the financialyear ended 31st March 2021.
7. Change in the nature of business if any
There is no change in the nature of the business during the year.
8. Significant And Material Orders Passed By The Regulators Or Courts Or TribunalsImpacting The Going Concern Status And Company's Operations In Future:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
During the year under review your Company has following subsidiary:
Penta Overseas FZ- LLC was incorporated on 20th January 2020.
Penta Overseas FZ -LLC is a wholly owned subsidiary of your Company.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of financial statements of subsidiaries associates and jointventure Companies in Form AOC-1 is annexed as Annexure A to this report.
The separate audited financial statements in respect of the subsidiary company for theyear ended 31st March 2021 is placed on the Company's website www.pentagold.inand shall also be kept open for inspection at the Registered Office of the Company. TheCompany will also make available these documents upon request by any Member of the Companyinterested in obtaining the same
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. During the year no amounts were outstanding which were classified asDeposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.
11. Number of Board Meetings Held
The Board of Directors duly met twelve during the financial year from 1st April 2020to 31st March 2021. The dates on which the meetings were held are as follows:
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013
12. Committees of the Board:
The Board has constituted various committees which are as follows:
a. Audit Committee:
The Company has constituted an Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. The Committee presently comprises of the following member
* Mr. Ashid Hammeed Sayyed was appointed as a member of this committee on 15th November2019 and ceased to be a member on 23rd August 2020.
*Ms. Minakshi Inder Singh was appointed as a member of this committee on 13thAugust 2021.
The Term of Reference and Power of Audit Committee are as under:
? Oversight of our Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
? Recommendation for appointment re-appointment and replacement remuneration andterms of appointment of auditors of our company.
? Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.
? Reviewing with the management the annual financial statements and auditors reportthereon before submission to the board for approval with particular reference to:
> Matters required to be included in the Directors Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act2013;
> Changes if any in accounting policies and practices and reasons for the same;
> Major accounting entries involving estimates based on the exercise of judgment bymanagement;
> Significant adjustments made in the financial statements arising out of auditfindings;
> Compliance with listing and other legal requirements relating to financialstatements;
> Disclosure of any related party transactions; and
> Modified opinion(s) in the draft audit report.
? Reviewing the half yearly and annual financial statements with the management beforesubmission to the Board for approval;
? Reviewing with the management the statement of uses /application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;
? Review and monitor the auditor's independence and performance and effectiveness ofaudit process;
? Approval or any subsequent modification of transactions of our Company with relatedparties;
? Scrutiny of inter-corporate loans and investments;
? Valuation of undertakings or assets of our company wherever it is necessary;
? Evaluation of internal financial controls and risk management systems;
? Monitoring the end use of funds raised through public offers and related matters;
? Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
? Reviewing the adequacy of internal audit function if any including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
? Discussion with internal auditors of any significant findings and follow up there on;
? Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board;
? Discussion with statutory auditors before the commencement of audit about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;
? To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;
? To establish and review the functioning of the whistle blower mechanism;
? Approval of appointment of the chief financial officer (i.e. the whole -time financedirector or any other person heading the finance function or discharging that function)after assessing the qualifications experience and background etc. of the candidate;
? Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act2013 or the SEBI Listing Regulations or by any otherregulatory authority; and
? Review of (1) management discussion and analysis of financial condition and resultsof operations; (2) statement of significant related party transactions (as defined by theaudit committee) submitted by management; (3) management letters / letters of internalcontrol weaknesses issued by the statutory auditors; (4) internal audit reports relatingto internal control weaknesses; (5) the appointment removal and terms of remuneration ofthe chief internal auditor shall be subject to review by the audit committee; (6)statement of deviations including (a) quarterly statement of deviation(s) including reportof monitoring agency if
applicable submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBIListing Regulations; (b) annual statement of funds utilized for purposes other than thosestated in the offer document / prospectus/ notice in terms of Regulation 32(7) of the SEBIListing Regulations.
Powers of Audit Committee
? To investigate any activity within its terms of reference.
? To seek information from any employee.
? To obtain outside legal or other professional advice.
? To secure attendance of outsiders with relevant expertise if it considers necessary.
The Audit Committee duly met four times during the financial year from 1st April 2020to 31st March 2021. The dates on which the meetings were held are as follows:
*Mr. Ashid Sayyed was granted leave of absence from the meeting held on 23rdJuly 2021
b. Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee as per theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.The Nomination andRemuneration Committee consists of the following members:
* Mr. Ashid Hammeed Sayyed was appointed as a member of this committee on 11th November2019 and ceased to be a member on 23rd August 2020.
*Ms. Minakshi Inder Singh was appointed as a member of this committee on 13thAugust 2021.
Scope and Terms of Reference of Nomination and Remuneration Committee:
? Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees. TheNomination and Remuneration Committee shall while formulating such policy ensure that (a)the level and composition of remuneration is reasonable and sufficient to attract retainand motivate directors of the quality required to run the company successfully; (b)
relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and (c) remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlongterm performance objectives appropriate to the working of the company and its goals.
? Devising a policy on diversity of board of directors.
? Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every directors performance;
? To extend or continue the term of appointment of the independent director on thebasis of the report of performance evaluation of independent directors.
The Nomination and Remuneration Committee duly met twice during the financial year from1st April 2020 to 31st March 2021. The dates on which the meetings were held are asfollows:
c. Stakeholders Relationship Committee
The Company has constituted a Stakeholders Relationship Committee as per the provisionsof Section 178(5) of the Companies Act 2013 and Regulation 20 of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015. The Stakeholders RelationshipCommittee consists of the following members:
*Mr. Ashid Hammeed Sayyed was appointed as a chairperson of this committee on 15thNovember 2019 and ceased to be a member on 23rd August 2020.
Mr. Anand Bhagwanji Chaturvedi was appointed as a chairperson of this committee on 24thAugust 2020.
Details of investor complaints received during the year are provided below.
The Stakeholder Relationships Committee shall oversee all matters pertaining toinvestors of our Company. The terms of reference powers and scope of the StakeholdersRelationship Committee include:
? To look into the redressal of grievances of shareholders debenture holders and othersecurity holders;
? To investigate complaints relating to allotment of shares approval of transfer ortransmission of shares;
? To consider and resolve the grievances of the security holders of the companyincluding complaints related to transfer of shares non-receipt of balance sheetnon-receipt of declared dividends; and
? To carry out any other function as prescribed under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as and when amended from time to time."
The Stakeholders Relationship Committee duly met once during the financial year from1st April
2020 to 31st March 2021. The dates on which the meetings were held are as follows:
Details of investor complaints received and redressed during FY 2021 are as follows:
13. Corporate Social Responsibility:
The company's net worth was less than ? 500 Crores turnover was also less than ? 1000crores and Net Profit as calculated as per Sec. 198 of Companies Act 2013 was less than ?5 crores during the immediately preceding financial year and hence your company does notfall under the criteria laid down in Section 135 of the Companies Act 2013 hence thesame are not applicable to the company for the period under review.
14. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
In compliance with the requirement of the Companies Act 2013 and SEBI ListingRegulations the Company has established a Whistle Blower Policy / Vigil Mechanism Policyand the same is placed on the web site of the Company viz. www.pentagold.in
A fraud and corruption free environment in a Company is the objective and in view ofthat a Vigil Mechanism (Whistle Blower) Policy has been adopted by the Board forDirectors and employees which is uploaded on the website of the company www.pentagold.inpursuant to the provisions of section 177(9) & (10) of the Companies Act 2013. Nocomplaint of this nature has been received by the Audit Committee during the year underreview.
15. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report.
There are no material changes and commitments affecting the financial position of thecompany that have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report except for the outbreak ofcorona virus (Covid-19) pandemic globally and in India is causing significant disturbanceand slowdown of economic activity.
The company is into the business of manufacturing and trading business of branded goldJewellery and ornaments. The company has evaluated impact of this pandemic on its businessoperations.
Based on the review and current indicators of future economic conditions as on currentdate the Company has concluded that the impact of Covid-19 is material based on theseestimates. Due to the nature of pandemic the Company will continue to monitordevelopments to identify significant uncertainties in future periods if any.
16. Director's Responsibility Statement
Pursuant to Section 134(5) of the Act the Board of the directors hereby confirm that -^ In the preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
^ They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2021 and of the profitfor the year ended on that date; ^ They have taken proper and sufficient care of themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting fraud andother irregularities;
^ They have prepared the annual accounts on a going concern basis.
^ They have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and ^ They have devised propersystems to ensure compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively.
17. Particulars Of Conservation Of Energy Technology Absorption Foreign ExchangeEarnings/Outgo And Employees
Particulars with respect to conservation of Energy Technology absorption and foreignexchange earning & outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is set out hereunder.
18. Directors and Key Managerial Personnel
During the year under review the following are the changes in office of Directors andKey Managerial Personnel of the company.
> Change in Non-Executive director:
Mr. Ashid Hammeed was appointed as the Non-Executive Director of the company w.e.f. 11thNovember 2019 and resigned w.e.f 23rd August 2020.
Ms. Minakshi Inder Singh was appointed as an Additional (Independent) Director of thecompany w.e.f 13th August 2021.
> Chief Financial Officer:
Mr. Rohit Sharma resigned as a Chief Financial Officer of the company w.e.f. 18thSeptember 2019.
The position of the Chief Financial Officer is still vacant as your company could notfind a suitable candidate. The screening for the suitable candidate is on.
> Change in Company Secretary:
Ms. Shimpee Rai was appointed as the Company Secretary and Compliance Officer of thecompany on 2nd November 2020 and had resigned from the company with effect from 12thApril 2021.
The appointment of whole time company secretary and compliance officer is in processand will be done in due course.
> Retirement by rotation:
Mr. Ketan Shroff Director of the company retires under Section 152 of the CompaniesAct 2013 at the ensuing Annual General Meeting and being eligible offer themselves forreappointment.
19. Declaration by Independent Directors
The Company has received declaration from each independent director under section149(7) of Companies Act 2013 that he/she meets the criteria of independence laid down inthe section 149(6) of Companies Act 2013.
20. Performance Evaluation:
In compliance with the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation has been carried out bythe Board of its
own performance of its committees and Directors by way of individual and collectivefeedback from Directors.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
21. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of thisreport and is attached as "Annexure-C".
22. Corporate Governance:
Since the Company's securities are listed on SME Emerge Platform of National StockExchange of India Limited by virtue of Regulation 15 of SEBI (Listing Obligation &Disclosure Requirements) Regulation 2015 the compliance with the corporate governanceprovisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub- regulation(2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company.Hence corporate governance does not form part of this Boards' Report.
23. Related Party Transactions
During the financial year 2020-21 your company has entered into transactions withrelated parties as defined under Section 2 (76) of the Companies Act 2013 read withCompanies (Specifications of Definitions Details) Rules 2014 which were in ordinarycourse of business and on arm length's basis and in accordance with the provisions ofCompanies Act 2013 Rules issued thereunder. During the financial year 2020-21 therewere no transactions with related parties which qualify as material transactions.
The details of the related party transactions as required under Accounting standard -18are disclosed in the notes to accounts annexed to the financial statement forming part ofthis Annual Report.
> Statutory Auditors
In accordance with Sec 139 of the Companies Act 2013 M/s. R A N K & AssociatesChartered Accountants (FRN. 105589W) were appointed by the shareholders of the Company atthe Fifth Annual General Meeting held as Statutory Auditors for a period of 5 years tohold office until the conclusion of the Tenth Annual General Meeting of the Company to beheld in Financial year 2021-22.
> Internal Auditor
M/s Nimesh Thakkar & Co. Chartered Accountants have conducted the internal auditfor the financial year 2020-2021.
Pursuant to Section 138 of the Companies Act 2013 read with relevant rules if anyM/s. N H Vyas & Co. Chartered Accountants were appointed as an Internal Auditor ofthe Company for the financial year 2021-2022.
> Secretarial Auditor
The report of the Secretarial Auditor by Mr. Anoop Jain Practicing Company Secretaryfor the financial year 2020-21 is annexed to this report as "Annexure D"
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedMr. Praveen Jain Practicing Company Secretary Praveen Jain & Co. (Membership No.F7151 COP: 21752) as a Secretarial Auditor for the Financial Year 2021-2022.
25. Reporting of fraud
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Act and Rules framed there under.
26. Explanation or comments on qualifications reservations or adverse remarks ordisclaimer made by the auditors and the Practicing Company Secretary in their report.
The Report given by the Statutory Auditors on the financial statements of the Companyis part of the Annual Report. The notes to the Accounts referred to in the Auditors'Report are self-explanatory and therefore do not call for any further explanation.
The Report given by the Secretarial Auditor of the Company is part of the AnnualReport. The matters referred to in the Auditors' Report are self-explanatory and thereforedo not call for any further explanation.
There is a qualification given by the Statutory Auditor and Secretarial Auditor intheir Report to which the management has put forward their explanation in Annexure-E
27. Particulars of loans guarantees or investments made under section 186 of thecompanies act 2013
There were no loans and guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review.
28. Development and implementation of a risk management policy
Your Company has put in place Risk Management Policy to define a framework foridentification assessment and mitigation of risk_are events situations or circumstanceswhich may lead to
negative consequences on the Company' businesses. Risk management is a structuredapproach to manage uncertainty. The Board has adopted a Risk Management Policy for itsbusiness and corporate functions and the same have embraced in the decision making to easethe risk involved. Key business risks and their mitigation are considered in day-to-dayworking of the Company and also in the annual/strategic business plans and managementreviews.
29. The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
In Compliance with Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has constituted anInternal Complaints Committee' (Committee'). Because the number of complaintsfiled during the year was NIL the Committee prepared a NIL complaints report. This is incompliance with Section 22 of the Act.
30. Disclosure for maintenance of Cost Records as specified by the Central Governmentunder section 148(1) of the Companies Act 2013.
The Provision of section 148(1) of Companies Act 2013 is not applicable to ourCompany.
31. Particulars of Employee:
During the year under review none of the employees were in receipt of remuneration inexcess of the limits prescribed under Section. 197 of the Companies Act 2013 read withRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Hence the company is not required to give information under Sub Rule 2 and 3 of Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosure under Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are disclosed in Annexure B
32. Certification on Non Disqualification of directors
The Certification on non- disqualification of directors is disclosed in Annexure F
33. Certification by Managing Director on Audited Financial Statements Certification bythe Managing Director is disclosed in Annexure G
34. Secretarial Standards
During the Financial Year 2020-21 the company is in compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India with respectto Board and General Meetings.
35. Internal Financial Controls Systems and Their Adequacy
Your Company has adequate internal control procedures commensurate with its size andnature of the business. These business control procedures ensure efficient use andprotection of the resources and compliance with the policies procedures and statutes.
During the year under review no material or serious observation has been received fromthe
Internal Auditors of the Company for inefficiency or inadequacy of such controls.
36. Issue of Equity Shares with differential rights
During the year Company has not issued any equity shares with differential rights.
37. A cknowledgements
Your Directors place on record their sincere thanks to employees bankers businessassociates consultants and various Government Authorities for their continued supportextended to your Companies activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed in yourCompany.
On behalf of the board of Directors of
PENTA GOLD LIMITED
(Ketan M. Shroff)
Chairman & Managing Director
Mumbai 6th September 2021