To

The Members Sky Gold Limited

Your Directors have pleasure in presenting the 12^th Annual Report of theCompany together with the Audited Financial Statement of Accounts for the year ended March31 2020.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31^st March 2020 as comparedto the previous financial year is summarized below:

Appropriation

2. OPERATIONS:

The Company continues to be engaged in the business of importers exportersmanufacturers buyers sellers dealers distributors wholesalers assembles designerscutters polishers and labour job in all kind of gold and silver jewellary.

The Company achieved turnover of Rs. 72307.67 /- Lakh during the year as compared toRs. 80744.20 Lakh/- in the previous year. The Company earned Profit after Tax of Rs.581.79 Lakh/- during the financial year as compared to Rs. 304.75Lakh/- of previousFinancial Year.

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

3. DIVIDEND:

With a view to conserve resources your Board of Directors have thought it prudent notto recommend any dividend for the financial year under review.

4. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education &Protection Fund (IEPF)

5. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

7. 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 the Companies(Acceptance of Deposit) Rules 2014 during the year under review. Hence the requirementfor furnishing of details relating to deposits covered under Chapter V of the Act or thedetails of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

8. LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES:

During the financial year under review the Company has not borrowed any amount(s) fromDirectors

9. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions entered into by Company during the Financial Year2019-20 were on arm‘s length basis and in the ordinary course of business. There areno material significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other Designated Persons which may havea potential conflict with the interest of the Company. Prior approval of the AuditCommittee and the Board of Directors of the Company was obtained for all the Related PartyTransactions. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention ofShareholders is also drawn to the disclosure of transactions with related parties as setout in Note No. 26 of Financial Statements forming part of the Annual Report.

EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure I which forms part of this Report.

11. ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31^st March 2019 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms partof this Report. The Company has placed its Annual Return referred to in Section 92(3) inMGT-7 format on the said web-address:- http://www. skygold.in/ investor/return.php

Further pursuant to Regulation 34(3) and 53(f) read with schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.company has also attached its

Management Discussion and Analysis report for the financial year ended March 31 2020as Annexure IV

186 OF COMPANIES ACT 2013:

Full particulars of loans guarantees and Investments covered under Section 186 of theCompanies Act 2013 provided during the financial year under review has been furnished inNote 10 of the Notes to Accounts which forms part of the financials of the Company.

13. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

The internal audit is carried out by a separate firm Mr. Mitesh Chaddva for theFinancial Year 2019-20 under review. The periodical audit reports including significantaudit observations and corrective actions there-on are presented to the Chairman of theAudit Committee.

i. Change in Directorship of the Company

ii. Retirement by Rotation

As per the provisions of Section 152 of the Companies Act 2013 Mahendra Chauhan(DIN: 02138084) will retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re- appointment. The board of directors recommended itsre-appointment for the member‘s approval.

b) Declarations by Independent Directors:

During the Financial Year under review the Company has received declarations form allthe Independent Directors under Section 149(6) of the Companies Act 2013 confirmingcriteria of Independence as defined under Regulation 16(b) of SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 read with theprovisions of Section 149(6) of the Companies Act 2013 the Schedules and Rules framedthere under..

a. Board Meetings:

The Board of Directors met 5 times during the financial year ended 31^stMarch 2020 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

Also the intervening gap between any two Meetings was within the period prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

b. Audit committee:

• Preamble:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

• Terms of reference of audit Committee:

The Audit Committee shall have the authority to investigate into any matter that may beprescribed under Company Law for the time being in force and within its terms ofreference.

Role of the Audit Committee inter-alia includes the following :-

• Oversight of the Company‘s financial reporting processes and the disclosureof its financial information to ensure that the financial statement is correct sufficientand credible;

• Recommendation for appointment remuneration and terms of appointment ofAuditors of the Company;

• Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

• Reviewing with the Management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriate recommendationsto the Board to take up steps in this matter;

• Review and monitor the auditor‘s independence and performance andeffectiveness of audit process;

• Approval of transactions with related parties and any subsequent modification ofsuch transaction in accordance with the Act read with the Rules made thereunder and theSEBI Regulations;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• 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 thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of the internal audit;

• Discussion with the internal auditors on any significant findings and follow upthereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board;

• Discussion with the statutory auditors before the audit commences about thenature and scope of audit as well as post-audit discussion to ascertain any area ofconcern;

• Looking into the reasons for substantial defaults in payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors if any;

• Verifying effective operation and adequacy of internal control systems.

• Composition of Audit Committee:

Audit Committee consists of following members:

• Attendance Record:

The Audit Committee met 3 times during the financial year ended 31^st March2020.

c. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

• Terms of reference of Nomination & Remuneration Committee:

a. Formulating 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; b.Formulation of criteria for evaluation of Independent Directors and the Board and alsocriteria for evaluation of performance of the Independent Directors; c. Devising a policyon Board diversity; d. Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal; e. To carry out evaluation of everyDirector‘s performance; f. Such other matters as may be delegated by the Board ofDirectors of the Company; and g. To recommend to the Board policy relating to remunerationfor Directors Key Managerial Personnel and Senior Management. h. Ensure that level andcomposition of remuneration is reasonable and sufficient relationship of remuneration toperformance is clear and meets appropriate performance benchmarks. i. Recommend to theBoard the Sitting Fees payable for attending the meetings of the Board/Committee thereofand any other benefits such as Commission if any payable to the Non- ExecutiveDirectors. j. Setting the overall Remuneration Policy and other terms of employment ofDirectors wherever required. k. Removal should be strictly in terms of the applicablelaw/s and in compliance of principles of natural justice. l. To perform such otherfunctions as may be necessary or appropriate for the performance of its duties.

• Composition of Nomination & Remuneration Committee:

The composition of the committee is as under:

• Attendance Record:

The Nomination & Remuneration Committee met 2 time during the financial year ended31^st March 2019.

Major criteria / gist defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:

1. Minimum Qualification

2. Positive Attributes

3. Independence

4. Experience

The salient features of the Remuneration Policy and changes therein are attached as

Annexure A and the Remuneration Policy is available on Company s website and can beaccessed via the link provided herein below:

http://www.skygold.in/investor/policies.php

d. Stakeholders Relationship Committee:

• Preamble:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder s RelationshipCommittee.

• Terms of reference of Stakeholder's Relationship Committee:

The scope and terms of reference of the Stakeholder s Relationship Committee have beenframed in accordance with the Act.

• Composition of Stakeholder's Relationship Committee:

Stakeholders Relationship Committee consists of following members:

e. Risk Management Committee:

The company was not required form risk management committee for the financial year2019-20 pursuant to Regulation 21 of SEBI ( Listing obligations and disclosurerequirements) 2015 and other applicable provisions thereunder.

f. Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed ?Vigil Mechanism Policy for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Board of Directors.

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

g. Risk Management Policy:

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

16. CORPORATE GOVERNANCE REPORT:

The company being SME Listed is not required to disclose corporate governance reportfor the financial year 2019-20 as a part of Annual report pursuant to the provisions ofRegulation 15 SEBI (Listing obligations and disclosure requirements) 2015.

17. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and of the directors individuallyas well as the evaluation of all the committees i.e. Audit Nomination and RemunerationStakeholders Relationship.

The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard the exercise was carried out by feedback survey from each directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch as attendance contribution at the meeting etc.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive director.

The same was discussed in the Board meeting at which the performance of the Board its

Committees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire Board excluding the independent directorbeing evaluated.

18. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. Statutory Auditor's Appointment and Auditor's Report:

Pursuant to the provisions of Section 139 and 142 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s V J SHAH & CO. Chartered Accountantsthe Statutory Auditors of the Company appointed on October 29 2018 to filled the casualvacancy created by M/s Jain Kishore & Co. to hold office from the conclusion till theconclusion of the ensuing Annual General Meeting.

The Board of Director proposed the re-appointment of M/s V J Shah & CO CharteredAccountants the Statutory Auditors of the Company (FRN: 109823W) having valid peer reviewcertificate issued by Institute of Chartered accountant of India New Delhi on February11 2018 and shall be valid up till February 10 2022 for the another term of 5 yearsfrom the conclusion of the Extra-Ordinary General Meeting held on March 21 2020 till theConclusion of Annual General Meeting to be held in the Financial year 2024-25.

The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments and explanations. The

Auditors‘ Report does not contain any qualification reservation or adverseremark.

No instances of fraud have been reported by the Statutory Auditors of the Company underSection 143(12) of the Companies Act 2013.

b. Secretarial Audit Report for the year ended 31^st March 2020

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJB &Associates LLP Company Secretaries had been appointed to issue Secretarial Audit Reportfor the financial year 2019- 20.

Secretarial Audit Report issued by M/s MMJB & Associates LLP Practicing CompanySecretaries in Form MR-3 for the financial year 2019-20 forms part to this report. Thesaid report has some observation in the Secretarial Audit Report requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

c. Reporting of frauds by statutory auditors under section 143(12):

According to the information and explanations provided no fraud by the Company or onthe Company by its officers or employees has been noticed or reported during the course ofthe audit.

d. Maintenance of Cost Records :

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis not required to maintain Cost Records under said Rules.

19. OTHER DISCLOSURES

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

a. Disclosure of orders passed by regulators or courts or tribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company s operations in future.

b. Director's Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31^st March 2020 theBoard of Directors hereby confirms that:

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

(b) such accounting policies have been selected and applied consistently and the

Directors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31^st March2020 and of the profit/loss of the Company for that year;

(c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(d) the annual accounts of the Company have been prepared on a going concern basis;

(e) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. Disclosure Regarding Internal Complaints Committee:

The Company has not yet constituted the Internal Complaints Committee as mentionedunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company shall take the requisite steps in this regard during the currentfinancial year 2020-21.

d. Disclosure under section 43(a)(ii) of the Companies act 2013:

The Company has not issued any shares with differential rights as to dividend votingor otherwise and hence no information as per provisions of Section 43(a)(ii) of the Actread with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

e. Disclosure under section 54(1)(d) of the Companies Act 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

f. Disclosure under section 62(1)(b) of the Companies Act2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

g. Disclosure under section 67(3) of the Companies Act2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as ? Annexure III.

ACKNOWLEDGEMENTS AND APPRECIATION:

The board take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Sky Gold Limited