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S.M. Gold Ltd.

BSE: 542034 Sector: Consumer
NSE: N.A. ISIN Code: INE00Q901014
BSE 00:00 | 01 Dec 22.15 1.05
(4.98%)
OPEN

21.60

HIGH

22.15

LOW

21.60

NSE 05:30 | 01 Jan S.M. Gold Ltd
OPEN 21.60
PREVIOUS CLOSE 21.10
VOLUME 64119
52-Week high 359.00
52-Week low 18.75
P/E 11.24
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.60
CLOSE 21.10
VOLUME 64119
52-Week high 359.00
52-Week low 18.75
P/E 11.24
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S.M. Gold Ltd. (SMGOLD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Board’s Report is prepared based on the standalone financial statements of thecompany.

(Rs. in Lakhs)

Particulars 2020-21 2019-20
Total Income for the Year 3384.39 2918.31
Operating & Administrative Expenses 3315.48 2899.24
Net Profit/(Loss) before Tax 68.91 19.07
Less: Provision for Tax 8.54 5.00
Deferred Tax - -
Profit/(Loss) after Tax 60.38 14.07
EPS 0.60 0.20

2. OPERATION & REVIEW

During the year under review total income of the company is Rs. 3384.39 lakhs and theNet Profit after tax is Rs. 60.38 lakhs.

3. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for theFinancial Year ended 31st March 2021.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves Account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review Mr. Pulkitkumar Sureshbhai Shah is liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offer himself forre-appointment.

During the year under review the Company has appointed Mr. Girishchandra MadhavlalPatel (DIN: 09024026) and Mr. Ganpatbhai Babubhai Nayi (DIN: 09024041) as AdditionalDirectors (Non-Executive Independent) on the Board of the Company w.e.f. 11thJanuary 2021. The Board hereby recommends their appointment as Independent Directors. Therelevant details of them are given in the Explanatory Statement to the Notice conveningthe Meeting.

Mr. Nilesh Babulal Salla (DIN: 08474937) has tendered his resignation as an IndependentDirector of the Company w.e.f. 19th September 2020. The Board places on recordits appreciation for the guidance and support provided by him during his tenure as aDirector of the Company.

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. In the opinion of the Board they fulfil the conditions of independence asspecified in the Act and the Listing Regulations and are independent of the management.

Mr. Pulkitkumar Sureshbhai Shah (DIN: 07878190) Managing Director Mr. Priyank

Sureshkumar Shah (DIN: 07878194) Executive Director & Chief Financial Officer andMrs. Komalben Tolani Company Secretary and Compliance Officer are the Key ManagerialPersonnel of the Company as on the date of this Report.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Eleven (11) times on 2nd June 2020 31stJuly 2020 17th August 2020 27th August 2020 29thAugust 2020 2nd September 2020 19th September 2020 12thOctober 2020 11th November 2020 15th December 2020 11thJanuary 2021 and in respect of said meetings proper notices were given and proceedingswere properly recorded and signed in the Minute Book maintained for the purpose.

The gap between two Board Meetings was within the maximum time gap prescribed under theAct and the Listing Regulations. The requisite quorum was present in all the meetings.

9. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has complied with the provisions ofSecretarial Standard 1 (relating to meetings of the Board of Directors) and SecretarialStandard 2 (relating to General Meetings) issued by the Institute of Company Secretariesof India.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to

Directors’ Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors 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 and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial

Statements. The Board has inter alia reviewed the adequacy and effectiveness of theCompany’s internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

13. CHANGE IN CAPITAL SRUCTURE OF THE COMPANY

During the year under review the Company has allotted 3345839 fully paid up Equityshares as bonus. The paid-up equity share capital as on March 31 2021 stoodRs.100375120.

14. MATERIAL CHANGES AND COMMITMENTS IF ANY

The Company has been migrated from BSE SME platform to main Board on June 17 2021.

There are no other material changes and commitments affecting the financial positionof the Company which has occurred between the end of financial year and the date ofDirectors’ Report.

15. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the Company is available on the websiteof the Company at www.smgoldltd.com.

16. AUDITORS AND THEIR REPORT

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. BHAGAT & CO Chartered Accountants (FRN:127250W) the Statutory Auditors of the Company have been appointed in the annual GeneralMeeting held on 30th September 2018 for a term of 5 years.

The Company has received a confirmation from the said Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany. The Auditors’ Report does not contain any qualification. Notes to Accountsand Auditors remarks in their report are self-explanatory and do not call for any furthercomments.

COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act 2013 the Company has appointedPracticing Company Secretary as Secretarial Auditors of the Company. The report of theSecretarial Auditor is enclosed as "Annexure A".

The Board of Directors has duly reviewed the Secretarial Audit Report which does notcontain any qualification reservation or adverse remark.

17. INTERNAL AUDIT & CONTROLS

The Company has appointed external firm as its Internal Auditors. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Findings of InternalAuditors are discussed with the process owners and suitable corrective actions were takenas per the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

18. 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 period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 the Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investments.Hence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

22. PARTICULARS REGARDING EMPLOYEES

During the year under review none of the employees were in receipt of remunerationexceeding the limit prescribed under Section 197 of the Act and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

23. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the Companies Act 2013 were in ordinary course ofbusiness and on arms’ length basis. Details of the transactions pursuant tocompliance of section 134(3)(h) of the Companies Act 2013 and rule 8(2) of the Companies(Accounts) Rule 2014 are annexed herewith as per "Annexure B".

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the Company at large.

24. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant and material order passed by regulators or courts or tribunalsimpacting the going concern status and Company’s operations in future.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Disclosures pertaining to conservation of energy technology absorption and foreignexchange earnings & outgo were not applicable to the Company during the year underreview.

26. DETAILS OF COMMITTEES OF THE BOARD

Audit Committee

The Company has formed the Audit Committee as per the applicable provisions of Section177 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 (asamended) and also to comply with Regulation 18 of SEBI LODR Regulations. The Committee wasconstituted with the primary objective to monitor and provide effective supervision of the

Managements’ Financial Reporting Process with the view to ensure accurate timelyand proper disclosures and transparency integrity and quality of financial reporting.

All the recommendations / submissions made by the Committee during the year wereaccepted by the Board.

The composition of the Committee and details of meetings attended by the members aregiven below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Girishchandra Madhavlal Patel* Chairman Non-Executive Independent Director 1 1
Mr. Nilesh Babulal Salla** Chairman Non-Executive Independent Director 3 3
Mr. Ganpatbhai Babubhai Nayi* Member Non-Executive Independent Director 1 1
Mr. Priyank Sureshkumar Shah Member Executive Director 5 5
Mrs. Nitaben Sureshkumar Shah Member Non-Executive Director 5 5

*Appointed as an Independent Director of the Company w.e.f. 11 January 2021.

**Resigned as an Independent Director of the Company w.e.f. 19th September2020.

Nomination and Remuneration Committee

In compliance with the provisions of Section 178 of the Act and Regulation 19 of theListing Regulations the Board has constituted Nomination and Remuneration Committee(NRC). NRC of the Board has been constituted mainly to determine and recommend to theBoard the Company’s policies on remuneration packages for Executive andNon-Executive Directors and policies on Nomination for Appointment of Directors KeyManagerial Personnel and Senior Management Personnel.

All the recommendations / submissions made by the Committee during the year wereaccepted by the Board.

The composition of the Committee and details of meetings attended by the members aregiven below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mr. Girishchandra Madhavlal Patel* Chairman Non-Executive Independent Director N.A. N.A.
Mr. Nilesh Babulal Salla** Chairman Non-Executive Independent Director Nil Nil
Mr. Ganpatbhai Babubhai Nayi* Member Non-Executive Independent Director N.A. N.A.
Mrs. Nitaben Sureshkumar Shah Member Non-Executive Director 1 1

*Appointed as an Independent Director of the Company w.e.f. 11th January2021.

**Resigned as an Independent Director of the Company w.e.f. 19th September2020.

The Policy of Nomination and Remuneration Committee has been placed on the website ofthe Company at www.smgoldltd.com and the salient features of the same are annexed herewithas

"Annexure C".

Stakeholders’ Relationship Committee

The Company has formed the Stakeholders’ Relationship Committee as per Section 178and other applicable provisions of the Act read with the Companies (Meetings of Board andits Powers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations.

The composition of the Committee and details of meetings attended by the members aregiven below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Mrs. Nitaben Sureshkumar Shah Chairman Non-Executive Director 1 1
Mr. Girishchandra Madhavlal Patel* Member Non-Executive Independent Director 1 1
Mr. Ganpatbhai Babubhai Nayi* Member Non-Executive Independent Director 1 1
Mr. Nilesh Babulal Salla** Member Non-Executive Independent Director Nil Nil
Mr. Priyank Sureshkumar Shah Member Executive Director 1 1

*Appointed as an Independent Director of the Company w.e.f. 11th January2021.

**Resigned as an Independent Director of the Company w.e.f. 19th September2020.

27. MEETING OF INDEPENDENT DIRECTORS

During the year under review a separate meeting of Independent Directors was held on 8thMarch 2021 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors asa whole

2. Evaluation of performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors and

3. Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary to effectively and reasonably perform itsduties.

All the Independent Directors were present at the meeting.

28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has formulated and adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder.

The Company always endeavors to create and provide an environment to its employees andexternal individuals engaged with the Company that is free from discrimination andharassment including sexual harassment. The Company has in place a robust policy onprevention of sexual harassment at workplace. The policy aims at prevention of harassmentof employees as well as contractors and lays down the guidelines for identificationreporting and prevention of sexual harassment.

During the year under review there were no incidences of sexual harassment reportedand received.

29. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for allthe stakeholders of the Company which also provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases as per the Policy. The detailsof the Whistle Blower Policy is available on the website of the Company i.e.www.smgoldltd.com.

30. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in proactive and efficient manner. The Company periodically assessesrisk in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans.

The Company through its risk management process strives to contain impact andlikelihood of the risk within the risk appetite as agreed from time to time with the Boardof Directors.

Management Discussion and Analysis Report of the Annual Report identifies key riskswhich can affect the performance of the Company.

The Company has adopted a Risk Management Policy for a systematic approach to controlrisks. The Risk Management Policy of the Company developed in line with the businessstrategy lays down procedures for risk identification evaluation monitoring review andreporting.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company’s current working and futureoutlook. The Report is annexed herewith as "Annexure D".

32. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations the compliance with the corporategovernance provisions as specified in Regulations 17 17A 18 19 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para CD and E of Schedule V shall not apply in respect of -

A listed entity having paid up equity share capital not exceeding rupees ten crore andnet worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year.

The paid up equity share capital of the Company is Rs. 100375120/- (Rupees Ten CroreThree Lakh Seventy Five Thousand One Hundred Twenty Only) but the Net-worth of the Companyis less than Rs. 250000000/- (Rupees Twenty Five Crore Only) as on the last day of theprevious financial year ended on March 31 2021. Accordingly the provisions relating toCorporate Governance is not applicable to the Company.

33. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company’s employees at all levels and look forward totheir continued support in future.

For and on behalf of Board
Date: 07/09/2021 Sd/- Sd/-
Place: Ahmedabad Pulkit S. Shah Priyank S. Shah
Managing Director Executive Director
(DIN: 07878190) (DIN: 07878194)

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