Shirpur Gold Refinery Ltd.
|BSE: 512289||Sector: Metals & Mining|
|NSE: SHIRPUR-G||ISIN Code: INE196B01016|
|BSE 00:00 | 13 Dec||Shirpur Gold Refinery Ltd|
|NSE 05:30 | 01 Jan||Shirpur Gold Refinery Ltd|
|BSE: 512289||Sector: Metals & Mining|
|NSE: SHIRPUR-G||ISIN Code: INE196B01016|
|BSE 00:00 | 13 Dec||Shirpur Gold Refinery Ltd|
|NSE 05:30 | 01 Jan||Shirpur Gold Refinery Ltd|
The Members of
SHIRPUR GOLD REFINERY LIMITED
Yours Directors take pleasure in presenting the 36th Annual
Report of your Company together with Audited Statement of Accounts for the year ended31st March 2021 prepared as per Indian Accounting Standards prescribed under Section 133of the Companies ?Act 2013.
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 2020-21 your Directorsconfirm that:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31stMarch 2021 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 at31st March 2021 and of the loss 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; and
e) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that systems were adequate and operating effectively.
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 of the Company. Based on the internal financialcontrol framework and compliance systems established in the Company the work performed byStatutory Internal Secretarial Auditors and reviews performed by the management and/orrelevant Audit and other Committees of the Board your Board is of the opinion that theCompany's internal financial controls were adequate and working effectively duringfinancial year 2020-21..
In view of the losses incurred by the Company during current year your Directors donot recommend any dividend for the year under review.
TURNOVER AND COMPANY PERFORMANCE
The total revenue for the financial year under review was ? 3.80 Millions as against ^5422.01 Millions showing decrease over previous year. Your Company has registered the NetLoss before tax and after tax of ^ 2586.01 Millions as against ^1474.61 Millios in theprevious financial year.
The outbreak of Corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.
The Government of India in order to contain the spread of the COVID-19 pandemicannounced a nationwide Lockdown on 25th March 2020. Accordingly Company continued withshut down of its manufacturing / trading operations at facilities in India. Company isensuring compliance with the directives issued by the Central Government StateGovernments and local government and is maintaining social distancing and taking therequired precautions for all employees of the Company.
There is no material impact due to countrywide lockdown on account of COVID-19 pandemicand considering the business segment (Precious Metals) in which company operates therewas no material impact which require any adjustment in financial statement as the Companydid temporarily stop manufacturing and trading operations due to paucity of funds thenotice from
lenders for possession of the factory premises and various legal and regulatoryactions against the company.
DEFAULTS IN REPAYMENT OF LOANS
Three of the lender banks and a financial institution ('the lenders') have outstandingdues classified as Non-performing assets amounting to ^34087.41 Lakhs including amountof bank guarantees invoked interest and penal interest of ?5770.45 Lakhs due to defaultsmade by the Company in the repayment and noncompliance of the terms and conditions. Thelender bankers had recalled loan outstanding and had issued notice for constructivepossession of the Company's factory at Shirpur Dhule District Maharashtra. However nofurther action has been by the said bank in this connection.
The Management is in continuous discussions with the lenders for its scheme ofrestructuring the said over dues and negotiation with the lenders is under way foramicable settlement.
BUSINESS EXCELLENCE & RECOGNISITON
The Company was awarded 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: 2015 ISO 14001:2015 and OHSAS 18001:2007standard certificate for Gold Refinery.
During the year under review Long Term and Short Term credit rating of the Company asearlier issued by CRISIL and CARE remained to 'D' on account of delay in debt servicing.
As at March 312021 your Company had Wholly Owned Subsidiary namely Shirpur GoldDMCC Dubai the name of which changed from 'Zee Gold DMCC' effective from 23.01.2020and2step down subsidiaries namely 'Precious Metals Mining and Refining Limited'("PMMRL") Papua New Guinea and Metallic Exploration And Mining Mali.
During the FY 2016-17 "PMMRL" step down subsidiary commenced it's operationson trial basis however it couldn't continue the same due to limited resources and otherdifficulties. Hence the Board of Directors of the Company decided to close down the abovesubsidiary. The above subsidiary is in process of closure and is
non operative and non-material. Metallic Exploration And Mining Mali step downsubsidiary of the Company is yet to commence it's operations.
Apart from the above the Company has neither formed any new subsidiary associate orJoint venture nor any company ceased to be subsidiary
In line with amendments of threshold for determining Material Subsidiary as stated inRegulation 16(1)(c) of Listing Regulations Shirpur Gold DMCC a wholly owned overseassubsidiary remains a Material Subsidiary of the Company.
The policy for determining material subsidiaries of the Company is available on thewebsite of the Company www.shirpurgold.com.
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 Act 2013 the Audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of each of the subsidiaries are available on the website of the Companywww.shirpurgold.com.
CORPORATE GOVERNANCE AND POLICIES
In order to maximize shareholder value on a sustained basis your Company has adoptedCorporate Governance practices strictly complying with the requirements of Securities& Exchange Board of India ( Listing Obligations and Disclosure Requirements)Regulations2015 ("Listing Regulations") applicable provisions of the CompaniesAct2013 and applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.
A detailed Report on Corporate Governance as per requirement of Listing Regulationsalong with the Certificate issued by the M/s Parikh & Parikh Statutory Auditorsconfirming the compliance of the provisions of the Corporate Governance is attached andforms part of this Annual Report. Management's Discussion and Analysis Report for the yearunder review as stipulated under Listing Regulations is presented in a separate sectionforming part of the 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
Preservation Policy Material Event Determination and Disclosure Policy FairDisclosure Policy Corporate Social Responsibility Policy Whistle Blower and VigilMechanism Policy Related Party Transaction Policy and Remuneration Policy. All thesepolicies and codes have been uploaded 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 www.shirpurgold.com.
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. In line with this the Committee hadapproved in-principle that the initial term of an Independent Director shall not exceed 5years.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As at March 312021 Your Board comprised of 6 Directors including 3 IndependentDirectors and 3 Non-Executive Directors. Independent Directors provide their declarationsboth at the time of appointment and annually confirming that they meet the criteria ofindependence as prescribed under Companies Act 2013 and Listing Regulations.
Mr. Amit Goenka who is liable to retire by rotation at the ensuing AGM and beingeligible offers himself for re-appointment. Your Board recommends his re-appointment.
In compliance with Regulation 17(2) of the Listing Regulations and based on therecommendation made by the Nomination and Remuneration Committee your Board had appointedMr. Prakash Chandra Pandey and Mr. Shankar Bhandari as additional Non Executive NonIndependent Directors w.e.f 11th March 2021 liable to retire by rotation. As per 161 ofthe Companies Act2013 Mr. Prakash Chandra Pandey and Mr. Shankar Bhandari shall holdoffice till ensuing Annual General Meeting. The Company has received notice from membersproposing appointment of Mr. Prakash Chandra Pandey and Mr. Shankar Bhandari as Directorsand requisite proposals seeking your approval for their appointment as Directors formspart of the Notice of ensuing Annual General Meeting. Your Board recommends theseproposals for approval of shareholders.
In terms of Regulation 25(8) of the Listing Regulations
Independent Directors have confirmed that they are not aware of any circumstances orsituation which exists or may be reasonably anticipated that could impair or impact theirability to discharge their duties. Based on the declarations received from the IndependentDirectors the Board has confirmed that they meet the criteria of independence asmentioned under Regulation 16(1) (b) of the Listing Regulations and that they areindependent of the management.
A declaration on compliance with Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 along with a declaration as provided in theNotification dated October 22 2019 issued by the Ministry of Corporate Affairs (MCA)regarding the requirement relating to enrolment in the Data Bank for IndependentDirectors has been received from all the Independent Directors along with declarationmade under Section 149(6) of the Act.
The Company has not appointed any Independent Director during the year hence astatement regarding opinion of the Board with regard to integrity expertise andexperience of the independent Directors appointed during the year is not applicable.
During FY 2020-21 your Board met 4 (Four) times details of which are available inCorporate Governance Report annexed to this report.
Mr. Ashok Sanghavi resigned as CFO of the Company effective from December 32020.
In compliance with the requirements of Section 203 of Companies Act2013 as at March312021 Mr. Shyamal Padhiar Company Secretary continue as Key Managerial Personnel ofthe Company.
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.
The performance of each of the Independent Directors was also evaluated taking intoaccount the time devoted attention given
to professional obligations for independent decision making contribution towardsproviding strategic guidance determining important policies utilising their expertise.
In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees including Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. Details of the constitution of these Committees which are inaccordance with regulatory requirements have been uploaded on the website of the Companyviz. www.shirpurgold.com. Details of scope constitution terms of reference number ofmeetings held during the year under review along with attendance of Committee Memberstherein form part of the Corporate Governance Report annexed to this report.
A detailed report on Corporate Social Responsibility in compliance with therequirements of Companies Act 2013 is annexed to this report.
AUDITORS Statutory Audit
In compliance with rotational requirements of Statutory Auditors of the Company as perSection 139 of Companies Act2013 and after reviewing recommendations of the AuditCommittee M/s Parikh & Parikh Chartered Accountants Mumbai ( FRN 107526W) wasearlier appointed as Statutory Auditors of the Company after obtaining requisiteshareholders approval in place of retiring auditors M/s B.S. Sharma & Co. CharteredAccountants to hold office till the conclusion of general meeting to be held in 2024.
However M/s Parikh & Parikh Chartered Accountants vide his letter dated 11thAugust2021 tendered their resignation as Statutory Auditors of the Company due to expiryof peer review certificate and hence not eligible to carry out statutory audit of theCompany for the FY 2021-22.
Pursuant to the provisions of Section 139(8) and other applicable provisions if anyof the Companies Act 2013 and based on recommendation of the Audit Committee M/s. AnkushGupta and Associates Chartered Accountants (FRN No. 149227W) was appointed as StatutoryAuditors of the Company for the FY 2021-
22 to fill the casual vacancy caused by the resignation of M/s. Parikh & ParikhChartered Accountants.
M/s. Ankush Gupta and Associates Chartered Accountants (FRN No. 149227W) shall holdthe office till the conclusion of the ensuing Annual General Meeting of the Company to beheld in the Financial Year 2021-2022 on such remuneration including out of pocketexpenses and other expenses as may be mutually agreed by and between the Board ofDirectors and Auditors and as approved by the shareholders of the Company.
Your Company has received consent and confirmation from the proposed Auditors to theeffect that their appointment if made will be in accordance with the limits specifiedunder the Companies Act 2013 and the firm satisfies the criteria specified in Section 141of the Companies Act 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules2014. The firm also holds valid peer review certificate as required under ListingRegulations.
Your Board recommends appointment of M/s. Ankush Gupta and Associates CharteredAccountants Mumbai as Statutory Auditors of the Company for the financial year 2021-22and further period of 2 years to hold office till the conclusion of general meeting to beheld in 2024 and seek your approval by passing resolution at the ensuing AGM.
The reports of the Statutory Audit for the year ended March 31 2021 do not containany qualifications / observations. During the year the Statutory Auditors had notreported any matter under Section 143(12) of the Act therefore no detail is required tobe disclosed under Section 134(3)(ca)of the Act.
I n com plia nce with the provisions of Section 204 of the Com panies Act2013 theCompany has appointed Mrs. Mita Sanghavi Practising Company Secretary (CP No. 6364) assecretarial auditor of the Company for the fi nancial yea r 2020-21. A copy of secreta rial audit report is annexed to this report.
In compliance with the provisions of SEBI Listing Regulations the Company hadsubmitted Annual Secretarial Compliance Report for the year ended 31.03.2021 to the stockexchanges which was issued by Mrs. Mita Sanghavi Secretarial Auditor.
The reports of the Secretarial Audit and Annual Secretarial Compliance Certificate forthe year ended March 312021 contains certain qualifications / observations. The Board'sreply with regards to qualifications / observations were as under:
The provisions related maintenance of cost records as specified by the CentralGovernment under Section 148 of the Companies Act2013 and to appoint cost auditor tocarry out Audit of Cost Records of the Company are not applicable to the Company.
Corporate Social Responsibility
The Company had outstanding CSR Provisions of preceding years aggregating to ? 10.80Million which were not spent on the objects prescribed under Section 135 of the CompaniesAct 2013. Due to insufficient operational cash flows the Company couldn't spentoutstanding CSR expenditure of preceding years. However due to negative average profitsfor the last 3 financial years of the Company it was not required to spend any amounttowards CSR expenses for the financial year ended 31.03.2021.
I. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186
The details of loans investments and guarantee as required u/s 186(4) of the CompaniesAct2013 are annexed to the Director's Report.
II. RELATED PARTY TRANSACTIONS
All related party transactions specifying the nature value and terms of thetransactions including the arms-length
justification are placed before the Audit Committee for its approval and statement ofall related party transactions carried out is placed before the Audit Committee for itsreview on a quarterly basis.
All the related parties transactions entered by the Company during the financial yearunder review were on arm's length basis in the ordinary course of business and incompliance with the applicable provisions of the Companies Act2013 and ListingRegulations.During FY 2020-21 there were no materially significant Related PartyTransactions by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.
During the FY 2020-21 there were no materially significant related party transactionsas defined under Section 188 of the Act and Regulations 23 the Listing Regulations andaccordingly transactions required to be reported in Form AOC-2 as per Section 188 of theCompanies Act 2013 is NIL.
III. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Your Company has adequate internal financial controls and policies/procedures 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
Committee evaluates the internal financial control system periodically.
Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the Companies Act 2013 read togetherwith the Companies (Indian Accounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India.
IV. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 as amended the extract of Annual Return in Form MGT-9 is notrequired to annexed to this report since it is available on the website of theCompanywww.shirpurgold.com.
V. SEXUAL HARASSMENT
Your 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 there under. The company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year under review no complaint on sexual harassment was received by the Company.
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. DEPOSITS& UNCLAIMED SHARES
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 31 st March2021.
As at March 312021 your Company do not have any unclaimed shares / dividend hence theprovisions of the Investor Education and Protection Fund Rules are not applicable to thecompany.
VIII. 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'
MANAGEMENT DISCUSSION AND ANALYSIS
The detailed analysis of the State of Company's affairs / developments is discussedunder Management Discussion and Analysis section of Directors' report.
HEALTH SAFETY & ENVIRONMENT PROTECTION
The Company is operating it's plant in a manner which endeavors protection of health /safety of workers and environment. The Company is using eco-friendly technology andmanufacturing facilities at it's plant to ensure workers safety and health. The 'Green'initiatives taken by the Company by plantation of trees at plant site are one of the bestexamples of protecting environment. The Company is in compliance with all the applicablelabour and environmental laws.
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 of the Act read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to this report. None of the employee of the Company is in receipt ofremuneration of ? 1.02 Crores per annum/ Rs 8.50 Lacs per month or more during the FY2020-21.Theinformationrequired under Rule 5 (2) & 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request.
In compliance with provisions of section 136(1) of the Companies Act 2013 the AuditedFinancial Statements along with other reports are sent to every member of the Companyexcluding the information on employees' particulars which is available for inspection atthe Corporate Office of the company during working day (except Saturday) upto the date ofensuing Annual General Meeting. Any member who is interested in obtaining copy thereofsuch member may write to the Company Secretary.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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 CompaniesAct2013 read with Rule 8(3) of the Companies (Accounts) Rules2014is annexed to thisreport.
II. Foreign Exchange Earning and Outgo :
Particulars of foreign currency earnings and outgo during the year are given in Note 37& 38 to Standalone Financial Statement.
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.