Sky Gold Ltd
Directors Reports
To The Members of, Sky Gold Limited
Your Directors have the pleasure of presenting the 15th Annual Report
of the Company together with the Audited Financial Statement of Accounts (Standalone and
Consolidated) for the Financial Year ended March 31, 2023.
FINANCIAL STATEMENT & RESULTS:
Financial Results
The Company's financial performance during the year ended March
31, 2023, as compared to the previous financial year, is summarized below:
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
| Revenue from operations |
1,15,380.07 |
78,570.20 |
1,15,380.07 |
| Other Income |
95.56 |
1,056.09 |
95.56 |
| Total Income |
1,15,475.63 |
79,626.29 |
1,15,475.63 |
| Less: Total Expenses |
1,12,972.41 |
77,455.13 |
1,12,972.41 |
| Profit/ (Loss) before tax |
2,503.22 |
2,171.16 |
2,503.22 |
| Less: Income Taxes |
|
|
|
| Current |
645.00 |
479.00 |
645.00 |
| Deferred |
(2.66) |
(2.97) |
(2.66) |
| Income Tax of earlier years w/off |
- |
- |
- |
| Profit for the Year |
1860.88 |
1,695.12 |
1860.88 |
| Net Profit attributable to Non-Controlling Interest |
- |
- |
- |
| Net Profit Attributable to Owners of the Company |
1860.88 |
1,695.12 |
1860.88 |
| Balance in Retained Earnings |
1860.88 |
1,695.12 |
1860.88 |
| Pursuant to Scheme of Arrangement |
- |
- |
- |
| Fresh issue of equity by subsidiaries |
- |
- |
- |
| Sub-Total |
1860.88 |
1,695.12 |
1860.88 |
| Appropriations |
|
|
|
| Transferred to reserve and surplus |
- |
- |
- |
| Interim Dividend on Equity Shares declared and paid |
107.44 |
- |
107.44 |
| Closing Balance in Retained Earnings |
5,497.53 |
7,136.51 |
5,497.53 |
The Wholly owned subsidiary of the Company is incorporated on 23rd
September, 2022, Hence there are no figures for Consolidated Financial Statements for the
Financial Year 2021-22.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS ormance
for the year ended March 31, 2023 and March 31, 2022, are as under: perf
HighlightsoftheCompany'sfinancial
Standalone
Value of sales and services for the Financial Year ended March, 2023 is
Rs. 1,15,380.07 lakhs and for Financial Year ended March 31, 2022 was Rs. 78,570.20 lakhs
EBITDA for the Financial Year ended March, 2023 is Rs. 2,503.22 lakhs
and for Financial Year ended March 31, 2022 was Rs. 2,171.16 lakhs
Net Profit for Financial Year ended March, 2023 is Rs. 1,860.88 lakhs
and for Financial Year ended March 31, 2022 was Rs. 1,695.12 lakhs
OPERATIONS & MATERIAL CHANGES:
Sky Gold Limited continues to be engaged in the business of importers,
exporters, manufacturers, buyers, sellers, dealers, distributors, wholesalers, assembles,
designers, cutters, polishers, and labor jobs in all kinds of gold and silver Jewellery.
The Company achieved a turnover of Rs 1,15,380.07 Lakhs during the year as compared to Rs.
78,570.20 Lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs.
1,860.88 Lakhs during thefinancialyear as compared to Rs. 1,695.12 Lakhs in the previous
Financial Year.
The following Material and important Changes Occurred During the
Financial Year 2022-23:
Increased the Authorised Share Capital from Rs. 6,00,00,000/- (Six
Crores Only) to Rs. 11,00,00,000/- (Eleven Crores Only) via a Special Resolution passed
through the postal ballot dated 25-08-2022.
Issued Bonus Shares via a Special Resolution passed through the
postal ballot dated 25-08-2022 in the ratio of 1:1 by issuing 53,71,940 equity shares of
Rs. 10/- each as bonus shares and the current paid-up share capital of the Company post
bonus issue is Rs. 10,74,38,800 compromising of 1,07,43,880 equity shares of Rs. 10/-
each.
Listed on the Main Board of the Bombay Stock Exchange Limited (BSE)
and The National Stock Exchange of India Limited (NSE) on 06th January 2023.
Declared First Interim Dividend for the Financial Year 2022-23 in
the Board meeting Held on 10th February 2023 of Rs. 1 per share having a face
value of Rs. 10/- each.
There was no change in the nature of the business of the Company,
during the year under review.
Ms. Pooja Shah Resigned from the post of Company Secretary &
compliance officer w.e.f 18 th May 2023 and Company appointed Ms. Nikita Jain
as Company Secretary & compliance officer w.e.f 19 th May 2023.
The website of your Company is changed to www.skygold.co.in
DIVIDEND
The Board of Directors has recommended a dividend of Rs. 1/- (Rupees
one only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. The
dividend is subject to the approval of members at the ensuing Annual General Meeting and
shall be subject to deduction of income tax at source.
The Company has declared and paid its First Interim Dividend for the
Financial Year 2022-23 in the Board meeting held on 10 th February 2023 of Rs.
1/- (Rupees one only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the
Company. The said dividend is subject to the confirmation of members at the ensuing Annual
General Meeting of the Company.
UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)
Your Company has declared a dividend in the Board meeting th
February 2023 and was paid to such shareholders by Heldon10 Wednesday, March 1, 2023. Rs.
1,10,802 was transferred to the unpaid dividend account as on 31st March, 2023.
No amount was required to be transferred to Investor Education &
Protection Fund (IEPF)
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
No material changes and commitments are affecting the financial
position of the Company that occurred financial year to which these Financial Statements
relate and the date of this Report.
CREDIT RATING
The Company's financial discipline and prudence is reflected in
the strong credit ratings ascribed by rating agencies. The details of credit ratings are
disclosed in the Management Discussion and Analysis Report, which forms part of the Annual
Report.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES, AND JOINT
VENTURE COMPANIES
During the year under review, the company Incorporated a Foreign
Subsidiary. A statement providing details of performance and salient features of the
financial statements of Subsidiary / Associate / Joint Venture of the Act, is provided as
Annexure G (AOC-1) to the consolidated financial statement and therefore not repeated in
this Report to avoid duplication.
Your Company did not have any Associate Company and Joint Venture and
thus AOC-1 was not required to be annexed for that. The audited financial statement
including the consolidated financial statement of the Company and all other documents
required website and tobeattached can be accessed at www.skygold.co.in.
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website and can be accessed at
https://skygold.co.in/policies-and-code-of-conduct/
SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and
‘General Meetings', respectively.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial ended 31st March 2023, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; (b) policies
have been selected and applied consistently and the Directors made judgments and estimates
that suchaccounting are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31 st March 2023 and of the profit/loss of the
Company for that year; (c) proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company andforpreventing irregularities; and detectingfraudandother (d)
the annual accounts of the Company have been prepared on a going concern basis; (e) the
Directors have laid down Internal Financial Controls to be followed by the Company and
that such Internal Financial Controls are adequate and were operating effectively during
the year.
(f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively;
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set out by the Securities
and Exchange Board of India ("SEBI"). The Company has also implemented several
best governance practices. The report on Corporate Governance as stipulated under the
Listing Regulations forms part of the Annual Report. Certificate from the Secretarial
Auditor of the Company confirmingcompliance with the conditions of Corporate Governance is
attached to the report on Corporate Governance.
DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions 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
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
SHARE CAPITAL
As on 31st March, 2023, the Issued, Subscribed, and Paid-up Share
Capital of your Company stood at Rs. 10,74,38,800/- (Rupees Ten Crores Seventy-Four Lacs
Thirty-Eight Thousand Eight Hundred Only), comprising 1,07,43,880 (One Crore Seven Lacs
Forty-Three Thousand Eight Hundred and Eighty) Equity Shares of Rs. 10/- each.
The Company has issued bonus shares in the ratio of 1:1 i.e., holder of
1 (one) fully paid-up equity shares of Rs 10 (Rupees Ten) each for every 1 (one) equity
shares of Rs 10 (Rupees Ten) each held by the members and consequently the issued
subscribed and Paid-up Share Capital of the Company is 1,07,43,880 Equity Shares of Rs.
10/- each. endof the The Company has neither issued shares with differential voting
rights nor granted any stock optionsor issued any sweat equity shares.
Further, the Company has not bought back any of its securities during
the year under review, and hence no details/information invited in this respect.
LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES
During the financialyear under review, the Company has not borrowed any
amount(s) from Directors.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by Company during the
Financial Year 2022-23 were on an arm's length basis and in per the ordinary course
of business. There are no material significant Related Party Transactions entered into by
the Company with Promoters, Directors, Key Managerial Personnel or other Designated
Persons which may have a potential conflict with the interest of the Company.
Prior approval of the Audit Committee and the Board of Directors of the
Company was obtained for all the Related Party Transactions. Accordingly, the disclosure
of Related Party Transactions as required under Section 134(3)(h) of the Companies Act,
2013 in Form AOC-2 is not applicable and thus not attached. The attention of Shareholders
is also drawn to the disclosure of transactions with related parties as set out in Notes
of Financial Statements, forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The report on Corporate Social responsibility as required under Section
135 of the Companies Act, 2013 part of the Annual Report.
43(a)(ii) of the Act read
CONSERVATION OF, ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, technology absorption, foreign exchange earnings and
outgo etc. are furnished in Annexure A which forms part of this Report.
ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, extract of the Annual Return for the financial year ended 31st March 2023 made under
the provisions of Section 92(3) of the Act is available on the website of the company i.e,
www.skygold.co.in Further, pursuant to Regulation 34(3) read with Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 company has also
attached its Management Discussion and Analysis report for the financial year ended March
31, 2023, as as Annexure B.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Full particulars of loans, guarantees and Investments covered under
Section 186 of the Companies Act 2013 provided during the financial year under review are
disclosed under the respective Schedules/Notes in the Financial Statements.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company maintains an adequate internal control system and
procedure commensurate with its size and nature of operations. The internal control system
is designated to provide reasonable assurance over reliability in financial reporting,
ensure appropriate authorization of the transaction, safeguard the assets of the Company
and prevent misuse/losses and legal compliance. The internal control system includes a
well-defined delegation of authority and a comprehensive Management Information System
coupled with quarterly reviews of operational and financial performance, a well-structured
budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed
by the management and the Audit Committee and necessary improvements are undertaken if
required.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Board
of Directors & Key Managerial Personnel i. Change in Directorship & Key Managerial
Personnel
There has been no change in the Directorship of the Company during the
Financial Year under review. ii. Appointment of Company Secretary & Compliance
officer
Ms. Pooja Shah, the previous Company Secretary and Compliance Officer
of the Company has resigned from her post w.e.f. 18th May, 2023 and thereafter
Ms. Nikita Jain (Membership No.: 71411) has been appointed as Company Secretary and
Compliance officer of the Company on 19 th May 2023. iii. Retirement by
Rotation
As per the provisionsofSection152 of the Companies Act, 2013, Mr.
Darshan Chauhan (DIN: 02138075) will retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment. The board of directors
recommended its re-appointment for the member's approval. b. Declarations by
Independent Directors:
During the Financial Year under review, the Company has received
declarations form all the Independent Directors under Section 149(6) of
theCompaniesAct,2013confirmingcriteria of Independence as defined under Regulation 16(b)
of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and
Rules framed there under.
PERFORMANCE EVALUATION
The Company has evaluationof the Board, Committees, and other
individual Directors (including policyforperformance
Independent Directors) which includes criteria for performance
evaluation of Non-Executive Directors and Executive Directors. The Board carried out
annual performance evaluation of the Board, its Committees and Individual Directors. The
Independent Directors carried out annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole. The performance of each Committee was
evaluated by the Board based on the report of evaluation received from the respective
DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has not yet constituted the Internal Complaints Committee
as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013: or
otherwise, and hence no information as
TheCompanyhasnotissuedanyshareswithdifferentialrightsastodividend,voting Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is perprovisionsofSection furnished.
DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year
underreviewandhencenoinformationas 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.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
The Company hasnotissuedanyequitysharesunderEmployeesStockOptionScheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review,
therewerenoinstancesofnon-exercisingofvotingrights in respect of shares purchased directly
by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, there were no instances.
DIFFERENCE OF VALUATION AT THE TIME OF AVAILING LOAN VS. AT THE TIME OF
O.T.S:
During the year under review, there werenoinstancesofone-time
settlement with any Bank or Financial Institution.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation,
2015. The Insider Trading Policy of the Company lays down the guidelines and procedures to
be followed and disclosures to be made while dealing with the shares of the Company. The
policy has been formulated to regulate, monitor, and ensure reporting of dealings by
employees. The Insider Trading Policy of the Company covering code of practices and
procedures for fair disclosures of unpublished price-sensitive information and code of
conduct for prevention of insider trading is available on the website of the Company.
LISTING FEES
The Equity Shares of the Company is listed on BSE Limited and the
Company has paid the applicable listing fees to the Stock Exchange till date.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The disclosures as per Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014 have been marked as ? Annexure E. However, as per the
provisions of Section 136 of the Act, the annual report is being sent to all the members
of the Company excluding the aforesaid information. The said information is available for
inspection by the members at the registered office of the Company up to the date of the
ensuing Annual General Meeting. Any member interested in obtaining such particulars may
write to the Company Secretary at the registered office of the Company.
ACKNOWLEDGEMENTS AND APPRECIATION
The board take this opportunity to thank the customers, shareholders,
suppliers, bankers, business partners/associates, financial institutions and Central and
State Governments for their consistent support and encouragement to the