The Members of
SHIRPUR GOLD REFINERY LIMITED
Yours Directors take pleasure in presenting the 33rd Annual Report of your Companytogether with Audited Statement of Accounts for the year ended 31st March 2018.
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 2017-2018 yourDirectors confirm that: a) The Financial Statements of the Company - comprising of theBalance Sheet as at 31st March 2018 and the Statement of Profit & Loss for the yearended on that date have been prepared on a going concern basis following applicableaccounting standards and that no material departures have been made from the same; b)Accounting policies selected were applied consistently and the judgments and estimatesrelated to the financial statements have been made on a prudent and reasonable basis soas to give a true and fair view of the state of affairs of the Company as at 31st March2018 and of the Profit of the Company for the year ended on that date; and c) Proper andsu_cient care has been taken for maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d) Requisite InternalFinancial Controls had been laid down and that such internal financial controls areadequate and were operating effectively; and e) Proper systems have been devised to ensurecompliance with the provisions of all applicable laws and that systems were adequate andoperating effectively.
The financial performance of your Company forthe Financial Year 2017-18 is summarizedin the following table:
(Rs in Millions)
|Particulars ||Standalone Year Ended ||Consolidated Year Ended |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Total Revenue ||19539.06 ||17101.47 ||52973.41 ||49590.46 |
|Total Expenses ||19489.08 ||17019.98 ||52810.52 ||49530.83 |
|Profit before Tax ||49.98 ||81.49 ||162.89 ||59.63 |
|Less : Current Tax ||(10.19) ||(17.07) ||(10.19) ||(17.07) |
|Deferred Tax ||(9.39) ||(16.17) ||(9.39) ||(16.17) |
|Profit after Tax ||30.40 ||48.25 ||143.31 ||26.39 |
There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company. Based on the internal financial control framework and compliance systemsestablished in the Company the work performed by Statutory Internal SecretarialAuditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and working effectively during financial year 2017-18.
With a view to conserve the resources for future business requirements and expansionplans your Directors are of view that the current year's Profit be ploughed back into theoperations and hence no dividend is recommended for the year under review.
TURNOVER AND COMPANY PERFORMANCE
The total revenue for the financial year under review was
Rs 19539.06 Millions as against Rs 17101.47 Millions showing increase of 14 % overprevious year. Your Company has registered the Net Profit before tax of Rs 49.98 Millionsas against Rs 81.49 Millions in the previous financial year. The Profit after tax stood at
Rs 30.40 Millions as compared toRs 48.25 Millions in the previous financial year.
Your company's products viz. Gold Bars and Gold Jewellery are well established in themarket. The Company is selling products under Zee Gold' which is well known brand.The products of your Company meet the stringent quality standards of purity weighmentshape size and aesthetic look.
BUSINESS EXCELLENCE & RECOGNISITON
The Company was awarded with Bureau of Indian Standards
(BIS) certificate for use BIS hallmark one of the requirements for participating inthe Gold Monetisation Scheme.
The Company is holding ISO 9001: 2015 ISO 14001:2015 and
OHSAS 18001:2007 standard certificate for Gold Refinery.
As at March 31 2018 your Company had 2 Wholly Owned Subsidiaries namely Zee GoldDMCC Dubai ("Zee Gold") and Shirpur Gold Mining Company Private LimitedSingapore ("Shirpur Gold Mining"). and 2 step down subsidiaries namelyPrecious Metals Mining and Refining Limited' ("PMMRL") Papua New Guineaand Metalli Exploration And Mining Mali.
During the year under review Zee Gold' Dubai subsidiary acquired 70% of theshareholding in Metalli Exploration And Mining Mali ("MEAM") for GoldMines located at Mali and consequent upon the said acquisition by Zee Gold MEAM becamestep down subsidiary of the Company. Apart from the above the Company has neither formedany new subsidiary associate or Joint venture nor any company ceased to be subsidiary
Shirpur Gold Mining' and MEAM' subsidiaries of the Company are yet tocommence their operations.
In compliance with Section 129 of the Companies Act 2013 a statement containingrequisite details including financial highlights of each of the subsidiaries is annexed tothis report. Further as per Section 136 of the Companies Act2013 the Audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of the subsidiaries are available on the website ofthe Company www.shirpurgold.com. These documents will also be available for inspectionduring business hours on all working days (except Saturday) at the Corporate Office of theCompany.
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 Certi_cate issued by the Statutory Auditors confirming the compliance ofthe provisions of the Corporate Governance is attached and forms part of this AnnualReport. Management's Discussion and Analysis Report for the year under review asstipulated under Listing Regulations is presented in a separate section forming part ofthe Annual Report. In compliance with the requirements of Companies Act 2013 and ListingRegulationsyour Board has approved various Policies including Code of Conduct forDirectors & Senior Management Material Subsidiary Policy Insider Trading CodeDocument Preservation Policy Material Event Determination and Disclosure Policy FairDisclosure PolicyCorporate 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 _xed criteria for nominating a person on the Board which inter aliainclude desired size and composition of the Board age limit quali_cation / experienceareas of expertise and independence of individual.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As at March 312018 Your Board comprised of 5 Directors including 3 IndependentDirectors and 2 Non-Executive Directors.
Independent Directors provide their declarations both at the time of appointment andannually confirming that they meet the criteria of independence as prescribed underCompanies Act 2013 and Listing Regulations. During FY 2017-18 your Board met 4 (Four)times details of which are available in Corporate Governance Report annexed to thisreport.
Mr. Amit Goenka Promoter Director resigned with e_ect from December 42017.
Further at the meeting held on December 42017 your Board had based on therecommendation of Nomination and Remuneration Committee appointed Mr. Mukund Galgali& Mr.Dinesh Kanodia as additional Non Executive Non Independent Directors of theCompany liable to retire by rotation. As per 161 of the Companies Act2013 Mr.MukundGalgali and Mr. Dinesh Kanodia shall hold Office till ensuing Annual General Meeting. TheCompany has received notice from members proposing appointment of Mr.Mukund Galgali andMr. Dinesh Kanodia as Directors and requisite proposals seeking your approval for theirappointment as Directors forms part of the Notice of ensuing Annual General Meeting. YourBoard recommends these proposals for approval of shareholders.
Additionally the Notice of the ensuing Annual General Meeting includes proposals forre-appointment of Mr. Anish Goel and Mr.Manoj Agarwal for second term as IndependentDirectors of the Company not liable to retire by rotation for a period of 5 years onexpiry of their current term on March 312019. Based on the performance evaluation andafter review of confirmation(s) of continuity of compliance with the criteria ofindependence under applicable regulations your Board recommends re-appointment of Mr.Anish Goel and Mr.Manoj Agarwal as Independent Directors for second term for approval ofshareholders.
At the 30th annual general meeting of the Company held on 15th September2015 membershad approved appointment of Mr. Subhash Pareek as Manager' and key managerialpersonnel of the Company pursuant to Section 196197198 and 203 read with Schedule V andother applicable provisions of the Companies Act2013 for a period of three years w.e.f.5th November2015. His current term of appointment shall expire on 4th November2018. YourBoard based on the performance evaluation of Mr. Subhash Pareek recommendsre-appointment of Mr.Subhash Pareek as Manager' for a further period of three (3)years effective from November 5 2018 until November 42021 on such terms and conditionsincluding proposed remuneration as approved by the Nomination and Remuneration Committee.
In compliance with the requirements of Section 203 of Companies Act2013 Mr.SubashPareek Manager Ms. Archita Kothari CFO and Mr. Shyamal Padhiar Company Secretarycontinue as Key Managerial Personnel of the 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 _ow of information attendance contributions from each directors etc.
In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees including Audit Committee Nomination& Remuneration CommitteeStakeholders 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 Act2013 is annexed to this report.
AUDITORS Statutory Audit
The Statutory Auditors M/s B.S.Sharma and Co. Chartered Accountants Mumbai havingFirm Registration No 128249W has carried out Statutory Audit of the Company for thefinancial year 2017-18 who holds Office until the conclusion of the ensuing Annual GeneralMeeting and is eligible for reappointment. Your Company has received confirmation from theAuditors to the e_ect that their appointment if made will be in accordance with thelimits specified under the Companies Act 2013 and the firm satisfies the criteriaspecified in Section 141 of the Companies Act 2013 read with Rule 4 of the Companies(Audit & Auditors) Rules 2014.
Your Board is of the opinion that continuation of M/s. B. S. Sharma and Co. StatutoryAuditors for the FY 2018-19 will be in the best interests of the Company and thereforeMembers are requested to ratify their re-appointment to carry out the statutory audit forthe financial year ended on March 312019. The re-appointment proposed is in compliance ofthe provisions of Section 139 and prescribed Rules of the Companies Act2013.
In compliance with the provisions of Section 204 of the Companies Act2013 the Companyhas appointed Mrs. Mita Sanghavi Practising Company Secretary (CP No. 6364)as secretarialauditor of the Company for the financial year 2017-18. A copy of secretarial audit reportis annexed to this report.
The reports of the Statutory Audit & the Secretarial Audit for the year ended March31 2018 do not contain any qualifications / reservations. During the year the StatutoryAuditors had not reported any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3)(ca)of the Act.
I. PARTICULARS OF LOANS GUARANTEES 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 Directors report.
II. RELATED PARTY TRANSACTIONS
All related party transactions specifying the naturevalue and terms of thetransactions including the arms-length justi_cation are placed before the Audit Committeefor its approval and statement of all related party transactions carried out is placedbefore the Audit Committee for its review 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 2017-18 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 2017-18there were no materially significant related partytransactions as defined under Section 188 of the Act and Regulations 23 the ListingRegulations and accordingly transactions required to be reported in Form AOC-2 as perSection 188 of the Companies 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 Committeeevaluates the internal financial control system periodically.
Your Company has adopted accounting policies which are in line with the IndianAccounting Standards noti_ed 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
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport.
V. SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at workplace and adopted a policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at work place (Prevention Prohibitionand Redressal) Act2013 and the Rules thereunder. During the year under review nocomplaint on sexual harassment was received 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 31st March2018.
As at March 312018 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. TheGreen' initiatives taken by the Company by plantation of trees at plant site are oneof the best examples of protecting environment. The Company is in compliance with all theapplicable labour 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 Rs 1.02 Crores per annum/ Rs 8.50 Lacs per month or more during the FY2017-18. The information required under Rule 5 (2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided uponrequest.
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 EARNINGS AND OUTGO:
The information required u/s. 217(1)(e) of the Companies Act 1956 read with Rule 2 ofthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988is furnished hereunder :
I. Energy Conservation and Technology Absorption:
Details of energy conservation technology absorption by the Company along with theinformation in accordance with the provisions of Section 134(3)(m) of the CompaniesAct2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 is 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.
| ||For and on behalf of the Board |
|: Mumbai ||Mukund Galgali |
|: May 29 2018 ||Chairman |