To
The Members of.
Sky Gold Limited
Your Directors have the pleasure of presenting the 16th Annual Report of the Company together with the Audited Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2024.
In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1,2023 to March 31,2024, in respect of the Company.
FINANCIAL STATEMENT & RESULTS:
Financial Results
The Company's financial performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:
(Rs. in Lacs)
Standalone
Consolidated
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Highlights of the Company's financial performance for the year ended March 31,2024 and March 31,2023, are as under: Standalone
• Value of sales and services for the Financial Year ended March 31, 2024 is Rs. 1,74,548.42 lakhs, and for Financial Year ended March 31,2023, is Rs. 1,15,380.07 lakhs;
• EBITDA for the Financial Year ended March 31,2024, is Rs. 5,408.83 lakhs, and for Financial Year ended March 31,2023, is Rs. 2,503.22 lakhs;
• Net Profit for the Financial Year ended March 31, 2024 is Rs. 4,048.11 lakhs, and for the Financial Year ended March 31, 2023, is Rs. 1,860.88 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 1,74,548.42 Lakhs during the year as compared to Rs. 1,15,380.07 Lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 4,048.11 Lakhs during the financial year as compared to Rs. 1,850.88 Lakhs in the previous Financial Year.
The following Material and Important Changes occurred during the Financial Year 2023-24:
• Declared Final Dividend for the Financial Year ended 31 st March 2023 via Ordinary Resolution passed in the Annual General Meeting held on September 27, 2023 of Rs. 1 /- per share having a face value of Rs. 10/- each.
• Increased the Authorised Share Capital from Rs. 11,00,00,000/- (Eleven Crores Only) to Rs. 15,00,00,000/- (Fifteen Crores Only) via a Ordinary Resolution passed in the Extraordinary General Meeting held on November 11, 2023.
• Pursuant to the Special Resolution passed in the Extraordinary General Meeting held on November 11, 2023, the Board of Directors of the Company through resolution passed by circulation on December 7, 2023, has considered and allotted 23,32,800 Equity Shares of the Face Value of Rs. 10/- (Rupees Ten Only) each fully paid up ('Equity Shares'), for cash consideration by way of a preferential issue at a price of Rs. 425/- per Equity Share [i.e. including a premium of Rs. 415/- per Equity Share] to the proposed allottees.
• Pursuant to the Special Resolution passed in the Extraordinary General Meeting held on November 11, 2023, the Board of Directors of the Company through resolution passed by circulation on December 7,2023, has considered and allotted 1,76,400 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 425/- each (having premium of 415/- each) to the allottees.
• The Board of Directors of the Company through a resolution passed by circulation on January 22, 2024, considered and approved the conversion of 1,29,150 Convertible Equity Share Warrants into equivalent Equity Shares of Face Value of Rs. 10/- each, on preferential basis.
• The Board of Directors of the Company through a resolution passed by circulation on March 26,2024, considered and approved the conversion of 31,375 Convertible Equity Share Warrants into equivalent Equity Shares of Face Value of Rs. 10/- each, on preferential basis.
• Pursuant to the Special Resolution passed in the Extraordinary General Meeting held on February 8, 2024, the Board of Directors of the Company through a resolution passed by circulation on February 26, 2024, has considered and allotted 2,07,000 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face Value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 1,017/- each (having premium of 1,007/- each) to the proposed allottees.
• There was no change in the nature of the business of the Company, during the year under review.
DIVIDEND
Your Board of Directors has thought it prudent not to recommend any dividend for the financial year under review. UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no dividend which is required to be transferred to the IEPF by the Company during the financial year.
However, as on March 31, 2024, Rs. 1,20,445/- is the balance in the unpaid dividend account.
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 between the end of the 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 period under review, the Company has a Wholly Owned Overseas Subsidiary Company in the name & style of "Sky Gold Global Inc" situated in US. However, the same has been dissolved on May 29, 2024. and it may be noted that it was not a material subsidiary and did not have any business activity.
The dissolution of this subsidiary will not affect any business accounting policies and will not have any significant impact on the accounts etc. Moreover, there was no turnover due to nil business activity. Consequent upon the said dissolution. Sky Gold Global Inc., ceased to be a subsidiary of the Company.
A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) 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 to be attached thereto is available on the Company's website and 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 statements of the Company for the year ended 3151 March 2024, 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) 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 a true and fair view of the state of affairs of the Company as at 3151 March 2024 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 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) 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. Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from the Secretarial Auditor of the Company towards compliance of the provisions of Corporate Governance forms an integral part of the Annual Report as Annexure E.
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 Chapter V of the Act is not applicable.
SHARE CAPITAL
1. AUTHORISED SHARE CAPITAL
During the financial year, the authorised share capital of the Company increased from 11,00,00,000 divided into 1,10,00,000 equity shares of Rs. 10/- each to 15,00,00,000 divided into 1,50,00,000 equity shares of Rs. 10/- each.
2. RAISING OF FUNDS BY ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS AND CORRESPONDING CHANGE IN SHARE CAPITAL
a. During the financial year, the Company issued 23,32,800 Equity Shares with a Face Value of Rs. 10/-each atari issue price of Rs. 425/- each, including a premium of Rs. 415/- each to the proposed allottees as mentioned below, aggregating to Rs. 99,14,40,000/-, through a preferential issue on a private placement basis in accordance with Section 23(1 )(b), 42, 52(1 )(c), and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Consequently, the Company's paid-up equity share capital increased from Rs. 10,74,38,800/- divided into 1,07,43,880 Equity Shares of Rs. 10/- each to Rs. 13,07,66,800/- divided into 1,30,76,680 Equity Shares of Rs. 10/- each.
b. During the financial year, the Company issued 1,76,400 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 425/- each (having premium of 415/- each to the proposed allottees as mentioned below, aggregating to a total consideration of Rs. 7,49,70,000/- out of which Rs. 1,87,42,500/- (being 25% of the consideration amount) was received on or before the allotment of warrants, through preferential issue on a private placement basis in accordance with Section 23(1 )(b), 42, 62(1 )(c), and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
During the period under review, upon receipt of Rs. 6,48,89,531.25/- being 75% of the consideration amount and pursuant to the exercise of their rights of conversion into Equity Shares by the Warrant holders, out of the total 1,76,400 Equity Share Warrants, 1,60,525 Equity Share Warrants have been converted into an equivalent number of Equity Shares and consequently, the Company's paid-up equity share capital increased from Rs. 13,07,66,800/- divided into 1,30,76,680 Equity Shares of Rs. 10/- each to Rs. 13,23,72,050/- divided into 1,32,37,205 Equity Shares of Rs. 10/- each. 15,875 Equity Share Warrants be converted into Equity Share if the warrant holder has exercised his right to convert before the due date.
c. During the financial year, the Company issued 2,07,000 Convertible Equity Share Warrants (hereinafter referred to as "warrants") carrying an entitlement to subscribe to an equivalent number of Equity Shares having Face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 1,017/- each (having premium of Rs. 1,007/-) each to the proposed allottees as mentioned below, aggregating to a total consideration of Rs. 21,05,19,000/- out of which Rs. 5,25,29,750/- (being 25% of the consideration amount) was received on or before the allotment of warrants, through preferential issue on a private placement basis in accordance with Section 23(1 )(b), 42,52(1 )(c), and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
As on March 31,2024, the Issued, Subscribed, and Paid-up Share Capital of your Company stood at Rs. 13,23,72,050/- (Rupees Thirteen Crores Twenty-Three Lakhs Seventy-Two Thousand and Fifty Only), comprising 1,32,37,205 (One Crore Thirty-Two Lakhs Thirty-Seven Thousand Two hundred and Five) Equity Shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor granted any stock options or 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.
STATEMENT OF DEVIATION
The Company has good opportunities for its growth and business expansion. These require sufficient resources including funds to be made available and to be allocated in the requirement, from time to time. It would be, therefore, prudent for the Company to raise the funds for its growth and business expansion, capital expenditure, and long-term working capital. This also helped the Company to take quick and effective action to capitalize on the opportunities, primarily those relating to growth and business expansion, as and when available. The proceeds raised through the preferential issue have been entirely allocated to the object for which they were raised and there have been no deviations from the planned use of funds.
AUDITORS & AUDIT REPORT Statutory Auditors:
M/s VJ Shah &CO, Chartered Accountants, the Statutory Auditors of the Company (FRN: 109823W) having valid peer review certificate issued by the Institute of Chartered accountant of India, New Delhi, on which the Shareholders provide their approval for the appointment for 5 years from the conclusion of the Extra-Ordinary General Meeting held on March 21, 2020 till the Conclusion of Annual General Meeting to be held in the Financial Year 2025.
The notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments and explanations. Further, the Auditors' Report does not contain any qualification, reservation or adverse remark.
Secretarial Auditor:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain a Secretarial Audit Report from Practicing Company Secretary. M/s. Shivang G Goyal 8< Associates, Company Secretaries had been appointed to issue a Secretarial Audit Report for the Financial Year 2023-24.
There have been no qualifications/ reservations/ adverse remarks in the report given by the Secretarial Auditor for the financial year. The Secretarial Audit Report of the Company in Form MR-3 is enclosed to this report.
Internal Auditors:
Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed Ms. Asna Shah, Chartered Accountant (Membership No.: 195445) as the Internal Auditors of the Company for the Financial Year 2023-24.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the management's comments.
Maintenance of Cost Records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT
During the financial year, no frauds were reported by the Auditors under Section 143(12) of the Act.
MEETINGS OF THE BOARD AND COMMITTEES
The details of meetings of the Board of Directors, its Committees, and General Meetings along with attendance, are included in the Corporate Governance Report which forms an integral part of the Annual Report.
PROHIBITION OF INSIDER TRADING
Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the Company has adopted the Insider Trading Code to regulate, monitor, and report trading by insiders. This Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons and their immediate relatives, who are expected to have access to Unpublished Price Sensitive Information ("UPSI") relating to the Company.
The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of UPSI' in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at https://skygold.co.in/policies-and- code-of-conduct/.
LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES
During the financial year 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 2023-24 were on an arm's length basis and in 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.
The Company has adopted policy on Related Party Transactions and can be accessed on the Company's website at https:// skygold.co.in/policies-and-code-of-conduct/.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 oftheAct, the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://skygold.co.in/policies-and-code-of-conduct/.
The report on Corporate Social responsibility as required under Section 135 of the Companies Act, 2013 part of the Annual Report as Annexure D.
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 (3)(A) 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 2024 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 31,2024, as Annexure B.
RISK MANAGEMENT
The Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision-making.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.
VIGIL MECHANISM/WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at https:// skygold.co.in/policies-and-code-of-conduct/.
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 8< 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
During the Financial Year under review, Ms. Pooja Shah, the previous Company Secretary, and Compliance Officer of the Company resigned from her post w.e.f. May 18, 2023, and thereafter Ms. Nikita Jain (Membership No.: 71411 was appointed as Company Secretary and Compliance officer of the Company on May 19, 2023.
iii. Retirement by Rotation
As per Section 152 of the Act, unless the Articles provide otherwise, at least two-thirds of the total number of directors shall be liable to retire by rotation of which one-third shall retire at every annual general meeting.
In view of the above-mentioned provision, Mr. Mahendra Chauhan (DIN: 02138084) 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.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Shivang Goyal, Practising Company Secretary, Thane has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report and is given as Annexure C.
b. Declarations by Independent Directors:
During the Financial Year under review, the Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence as defined under Regulation 16(1 )(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 and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year.
All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company's Code of Conduct for Directors and Employees for the Financial Year.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ('IICA') towards the inclusion of their names in the data bank and they meet the requirements of the proficiency self-assessment test.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees, and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgment, decision-making, the contribution of Directors at the meetings and the functioning of the Committees.
The Board of Directors has evaluated the performance of all Independent Directors, Non-Independent Directors, Committees, the Chairperson, and the Board, as a whole. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and businesses and bring specific competencies relevant to the Company's business and operations. The Board of Directors also appraised the performance of the Independent Directors, their fulfilment of independence criteria specified by the Act and SEBI Listing Regulations, and well as their independence from management.
REMUNERATION POLICY
The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://skygold.co.in/policies-and-code-of-conduct/.
DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. 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. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31,2024.
DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting or otherwise, and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
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 and hence 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.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under the Employees Stock Option Scheme 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, there were no instances of non-exercising of voting rights 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 of proceedings made or pending under the Insolvency and Bankruptcy Code, 2016.
DIFFERENCE OF VALUATION AT THE TIME OF AVAILING LOAN VS. AT THE TIME OF O.T.S:
During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
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 at https://skygold.co.in/policies-and-code-of- conduct/.
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
Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are included in Annexure F to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report.
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.
ACKNOWLEDGMENTS AND APPRECIATION
The board takes 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 Company.