deccan gold mines ltd Directors report


To

The Members,

Deccan Gold Mines Limited

The Directors of Deccan Gold Mines Limited (‘the Company) have pleasure in submitting their 39th Annual Report to the Members of the Company together with the Audited Standalone and Consolidated Statement of Accounts for the year ended March 31,2023. The financial statements have been presented based on Ind AS requirements.

1. FINANCIAL STATEMENTS & RESULTS:

A. FINANCIAL RESULTS

Financial results for the year ended March 31,2023 are as under: ( in ‘000)

Particular

2022-23 2021-22

Other Income

3,425 7,650

Total Expenses

3,1028 34,008

Profit / (Loss) before Exceptional and Extraordinary Items and Tax

(27,603 ) (26,358)

Less: Exceptional and Extraordinary Items

- -

Profit / (Loss) before tax

(27,603 ) (26,358)

Less: Current Tax & Deferred Tax

765 -

Profit / (Loss) after tax

(28,369) (26,358)

Other Comprehensive Income

227 128

Total Comprehensive Income of the year

(28,142) (26,230)

b. OPERATIONS AND STATE OF AFFAIRS :

Details on the operations of the Company and status of its projects in India as well as market announcements made from time to time can be accessed at www.deccangoldmines.com and www.bseindia.com (BSE Scrip Code: 512068).

Significant developments during the year under review are summarized hereunder:

Acquisition of stake in Geomysore Services (India) Private Limited (GMSI):

Pursuant to receiving regulatory and statutory approvals, the Company completed acquisition of 41.81% stake in GMSI (7,20,373 shares in GMSI at an Issue Price of Rs. 1,606.09 per share) on March 2, 2023 under a share swap arrangement. As consideration, the Company had issued 3,35,07,789 equity shares of Re.1/- each at an Issue Price of Rs.33.05/- per share and 1499276 Compulsorily Convertible Debentures (CCDs) of Re.1/- each at an Issue Price of Rs. 33.05/- per CCD. The Fair Value of equity shares of GMSI and equity shares / CCDs of DGML and the share swap ratio were arrived at by an independent registered valuer.

As our shareholders are aware, GMSI is a gold exploration company and has a granted and executed Mining Lease over its Jonnagiri Gold Project in the State of Andhra Pradesh. More details about GMSI and the Jonnagiri Gold Project are available in our market updates made to BSE from time to time.

Ganajur mining Lease application (Wp No. 17018/2021) and North Hutti Block prospecting Licence (pL) applications (Wp No. 12867/2022):

As shareholders are aware, our wholly-owned subsidiary viz., Deccan Exploration Services Private Limited (DESPL) had filed a Writ Petition before the Honble High Court of Karnataka on September 13, 2021 seeking setting aside of the ‘Speaking Order dated July 16, 2021 passed by the Central Government (holding its prior approvals for Ganajur ML as inconsequential and infructuous in the light of the MMDR Amendment Act, 2021) and grant of the Ganajur Mining Lease. Ministry of Mines, Government of India; Indian Bureau of Mines, Nagpur; Department of Commerce & Industries (MSME & Mines), Government of Karnataka and the Department of Mines & Geology, Government of Karnataka are the Respondents to this Writ Petition.

DESPL had also filed an Amendment Application (during 2022) before the Honble High Court of Karnataka incorporating the salient features of the Judgment dated May 27, 2022 passed by the Honble High Court in an identical matter in Indocil Silicons Pvt., Ltd., & Ors vs. Union of India & Ors. (W.P. 1920/2021) (“Indocil”)

Further, DESPL had also filed a Writ Petition (12867/2022) before the Honble High Court of Karnataka seeking quashing of the Order dated 14/02/2022 passed by the Secretary (MSME & Mines), Commerce & Industries Department, Government of Karnataka (“C & I”). Vide this Order, the C & I had ordered that the 8 PL applications filed by DESPL over the North Hutti Block in Karnataka have not fulfilled the requirements of Section 10A(2)(b) of the MMDR Act, 1957 and further the PL applications have lapsed as per Proviso No. 1 to Section 10A(2)(b) inserted vide MMDR Amendment Act, 2021 with effect from March 28, 2021.

Both the Writ Petitions came up for hearing on January 5, 2023 before the Honble High Court of Karnataka. It was pointed out to the Court that the State Government has challenged the Judgment dated May 27, 2022 passed by the Honble High Court in Indocil before the Honble Supreme Court by way of SLP (Civil) No. 15692 of 2022. After hearing the parties, the Honble High Court directed that (a) the next date of hearing on the Writ Petitions will be fixed after the decision of the Honble Supreme Court in re: Indocil. In the meanwhile, the interim order passed in the matter viz., the Respondent State not to take any precipitative action against DESPL would continue till such time and granted time of 4 weeks to the Respondents to file their statement of objections to DESPLs Writ Petitions.

During May, 2023 DESPL filed its Rejoinder to the joint Statement of Objections filed by two of the Respondents (Government of India and the Indian Bureau of Mines) to its Ganajur Writ Petition No. 17018/2021.

In order to protect its interests and to state its case / merits, DESPL also filed an Intervention / Impleadment Application (No. 50253 of 2023) in SLP (Civil) No 15692 of 2022 before the Honble Supreme Court in State of Karnataka and Another (Petitioner) Vs. Indocil Silicons Pvt., Ltd., and Another. At the hearing held in the matter on May 15, 2023 the Honble Supreme Court Bench acknowledged the Intervention Application filed by DESPL and stated that they will hear all the stakeholders including the intervenors and listed the matter for hearing on August 8, 2023. However, the matter did not come up for hearing on the said date and as per the information available on Honble Supreme Court website is tentatively listed on September 5, 2023.

Bhalukona-Jamnidih Nickel, Chromium and Associated PGE Block in Chhattisgarh

As shareholders are aware, the Company had submitted its Technical Bid and participated in the e-auction held for the captioned Block on March 6, 2023 conducted through the online portal of MSTC (official agency authorized by the Government to conduct e-auctions for mineral blocks).

Bhalukona-Jamnidih Block covers an area of 30 sq kms and forms part of Neo-archean Sonakhan Schist Belt in the NE fringe of Bastar Craton and represents a wide spectrum of volcano-volcanoclastic rocks of Sonakhan and Bilari Group, mafic-ultramafic intrusives, undeformed granitoids, younger dykes and quartz veine. Based on initial sampling data of GSI, the area requires further prospecting to facilitate mining operations and was therefore recommended for grant of Composite Licence through e-auction process.

On May 22, 2023 the Compa ny received an official intimation from Government of Chhattisgarh that the Company has been selected as the “Preferred Bidder” in respect of the Bhalukona-Jamnidih Block on the basis of the e-auction conducted on March 6, 2023. As required under the terms and conditions of the tender document, the Company has furnished Performance Security for an amount of Rs. 1.5 crore in favour of the Government of Chhattisgarh. We are following up with the Government of Chhattisgarh for completion of the further statutory / regulatory requirements and procedures.

All the above facts have been disclosed in our periodical market updates made to the BSE and shareholders are encouraged to refer to the same.

There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF Subsidiary:

The Company holds 13,555 (100%) shares in Deccan Exploration Services Private Limited (DESPL) and 11,700 shares (99.99%) in Deccan Gold Tanzania Private Limited, Tanzania (DGTPL) as on March 31,2023. In view of the provisions of the Companies Act, 2013 (‘the Act), DESPL is a wholly owned subsidiary company and DGTPL is a subsidiary company. Pursuant to the provisions of Section 129 of the Act, the accounts of DESPL & DGTPL have been consolidated into the Companys accounts. Further, consequent to acquisition of 41.81% stake in

7

Geomysore Services (India) Private Limited, India (GMSI) on March 2, 2023, GMSI has become an associate company during the year under review. Apart from this, no other Company has become or ceased to be the Companys subsidiary(ies), joint venture(s) or associate company during the year under review.

The performance and financial position of DESPL & DGTPL, subsidiary companies for the year ended March 31, 2023 is attached as Annexure 1 (Form AOC-1) to this Report.

d. MATERIAL SUBSIDIARIES:

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Policy, as approved by the Board, is uploaded on the Companys website and the link for the same is https://deccangoldmines. com/wp-content/uploads/2018/11/Policy-on-Material-Subsidiaries.pdf. In terms of the criteria laid down in the Policy and as per the definition of material subsidiary provided in Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the wholly owned subsidiary of the Company i.e. Deccan Exploration Services Private Limited has been identified as ‘Material, based on the Companys Consolidated Financial Statements for financial year 2022-23.

Further, the Financial Statements along with the Directors Report of Deccan Exploration Services Private Limited and Deccan Gold Tanzania Private Limited, Tanzania for the financial year ended March 31,2023 are available on the Companys website at https://deccangoldmines.com/agm-2023-related-documents/.

e. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by the Company.

f. DIVIDEND:

Your Directors express their inability to recommend dividend for the financial year under review keeping in mind the operations of the Company.

g. TRANSFER TO RESERVES:

In view of losses incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

h. DECLARATION WITH REGARD TO FINANCIAL STATEMENTS:

Financial Statements for the year ended March 31,2023 are in accordance with the Indian Accounting Standards (IND-AS) notified by the Ministry of Corporate Affairs, Government of India which have already become applicable to the Company from the accounting period beginning on April 1,2017.

The Company has not carried out any revision in its financial statements in any of the three preceding financial years as per the requirement under Section 131 of the Act.

i. 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 of deposits which are not in compliance with Chapter V of the Act is not applicable.

j. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

k. DISCLOSURE WITH REGARD TO INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate considering the nature of its business and the scale of operations. During the year under review, no

material or serious observation has been made by the Statutory Auditors and the Internal Auditors of the Company regarding inefficiency or inadequacy of such controls. Wherever suggested by the auditors, control measures have been further strengthened and implemented.

1. DISCLOSURE WITH REGARD TO ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS:

No adverse orders have been passed by any Regulator or Court or Tribunal which can have impact on the Companys status as a Going Concern and on its future operations.

m. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with its related parties were in the ordinary course of business and at an arms length basis. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Companies Act, 2013 is annexed as Annexure 2 (Form AOC-2) to this Report. The Policy on related party transactions as approved by the Board may be accessed on the Companys website at https://deccangoldmines.com/wp-content/uploads/2022/08/DGML_Related-Parties- Transaction-Policy.pdf.

Your Directors draw attention of the members to Note No. 24 of Standalone financial statements which sets out disclosures on related parties and transactions entered into with the said parties during the financial year under review.

n. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

During the year under review, the Company did not provide any loan or give any guarantees. As on March 31,2023 the Company did not have any investments except (a) 100% shareholding in DESPL, its wholly owned subsidiary company; (b) 99.99% shareholding in DGTPL, its subsidiary company in Tanzania and (c) 40.49% % shareholding in Geomysore Services (India) Private Limited.

o. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information is required to be furnished in terms of provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

p. 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 the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

q. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

All the stock options issued under the DGML ESOP 2014 and DGML ESOP 2014 (Amended 2016) have since been exercised during the financial year 2017-18 and the Company did not have any Scheme of ESOP in force during the year under review and hence no disclosure is required to be furnished.

p) 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 Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014. Hence, disclosures pursuant to Section 67

(3) of the Companies Act, 2013 are not required to be furnished.

2. OUTLOOK AND OPPORTUNITIES:

Details on the industry outlook, opportunities, risks and concerns have been provided under ‘Management Discussion and Analysis forming part of this Annual Report.

3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) board of Directors and Key Management Personnel:

During the year under review, Mr. Andrew Mark Weeks (DIN:08962937) and Mrs. Deepthi Donkeshwar (DIN: 08712113) were appointed as Directors (Independent & Non Executive category) for a period of 2 years on August

9, 2022 and the appointments were approved by the shareholders at their 38th Annual General Meeting (AGM) held on September 28, 2022.

During the year under review, the term of office of Mr. Natesan Chinnapan (DIN: 08415969) and Ms. Revathi Thiruvengadam (DIN: 01119311), Independent Directors came to an end with effect from May 31,2022, and June 15, 2022 respectively. Mr. Binay Pandey (DIN: 05343869), Non-Executive Non Independent Director ceased to be a director with effect from September 30, 2022 upon end of his tenure. The Board places on record its appreciation for their guidance and support extended during their respective tenure.

Mr. Subramaniam Sundaram (DIN:06389138), Director retires by rotation and being eligible, offers himself for reappointment. Necessary resolution has been included in the Notice convening the ensuing 39th AGM and your Directors recommend their appointment.

b) Declaration by Independent Directors:

The Company has received declaration from all the Independent Directors under Section 149(6) of the Companies Act, 2013 as further amended by the Companies Amendment Act, 2017 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 confirming their independence vis-a-vis the Company and its management. There was no change in the circumstances which affected their status as Independent Director (s) during the year under review.

The Independent Directors have also confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Independent Directors of the Company possess integrity and requisite qualifications, experience and expertise in the field of finance, auditing, tax, risk advisory service, mineral exploration, mining and law and hold the highest standards of integrity.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, have been received from all the Independent Directors.

c) Companys Policy on Directors appointment and remuneration:

The Board has, as per the recommendation of the Nomination and Remuneration Committee, framed a policy on selection and appointment of Directors and Senior Managerial personnel and their remuneration which was further amended by the Board vide their resolution dated March 31,2019 in terms of the SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2018. The details of said policy are given in the Corporate Governance Report which forms part of this Annual Report.

4. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a) Board Meetings:

The Board of Directors met six (6) times during the year ended March 31,2023 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All these meetings were held through audio-visual means in compliance with the provisions of the Act. Detailed information on the Board Meetings is provided in the Corporate Governance Report which forms part of this Annual Report.

b) 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 March 31,2023, the Board of Directors hereby confirms that:

a. in preparation of the annual accounts, the applicable accounting standards have 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 March 31,2023 and of the loss of the Company for that year;

c. proper and sufficient care was taken for 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. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

c) Board Committees:

There are four (4) Committees of the Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Independent Directors Committee as on March 31,2023.

Detailed information on all the above Board Committees is provided in the Corporate Governance Report forming part of this Annual Report along with the details of extract from Nomination and Remuneration Policy of the Company with respect to remuneration of Executive Directors, Key Managerial Personnel and other senior employees of the Company.

Policies framed by the Committees / Board pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the Companys Website (www.deccangoldmines.com).

Disclosure in respect of composition, meetings held, attendance of members, terms of reference and other related matters in respect of the above Board Committees are furnished in the Corporate Governance Report forming part of this Annual Report.

d) Policies and Procedures (Mechanism):

Vigil Mechanism Policy for Directors / Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed a “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right to report their concern/grievance to the Chairman of the Audit Committee.

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

Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

Corporate Social responsibility:

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

e) Annual Evaluation of Directors, board Committees and board:

A statement indicating the manner for evaluation of performance of the Board and its Committees and individual Directors is attached to this Report as Annexure 3.

f) Internal control systems:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational

and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

g) Disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of Companies (Appointment & remuneration) rules, 2014:

The information required pursuant to Section 197 read with Rules 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 have been attached as Annexure 4 to this Report.

h) Payment of remuneration / commission to managerial personnel from subsidiary company:

The Managing Director of the Company is not in receipt of remuneration / commission from the subsidiary company. Apart from the Managing Director, the Company did not have any managerial personnel during the year under review.

i) Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details for the year ended March 31,2023 are available on the Companys website at https://deccangoldmines.com/wp-content/ uploads/2018/11/Independent-Directors-Familiarisation-Programme.pdf.

5. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports for the year ended March 31,2023 are as under:

a) Report of the Statutory Auditors on financial statements for the year ended March 31, 2023:

The Report furnished by the Statutory Auditors on the financial statements of the Company for the year ended March 31,2023 is free from any observations / qualifications.

b) Secretarial Audit report:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report in Form MR-3 from a Practicing Company Secretary. M/s. Rathi and Associates, Practicing Company Secretaries, Mumbai had been appointed as Secretarial Auditors for the financial year March 31,2023 to issue Secretarial Audit Report for the financial year 2022-23.

The Secretarial Audit Report issued in Form MR-3 by M/s. Rathi & Associates is attached as Annexure 5 and forms part to this report. The said report is self-explanatory and does not require any further clarification on the matter.

Further, the Secretarial Audit Report in Form MR-3 for DESPL (Material Subsidiary) for the financial year ended March 31,2023 is attached as Annexure 6 to this Report.

c) Annual Secretarial Compliance report:

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M/s. Rathi & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

d) Appointment of Statutory Auditors:

M/s. P.R. Agarwal & Awasthi, Chartered Accountants, Mumbai (Firm Registration No. : 117940W) resigned vide their letter dated September 4, 2023, as Statutory Auditors of the Company w.e.f. the conclusion of the 39th Annual General Meeting of the Company. The same was taken note of by the Board at its meeting held on September 4, 2023.

Consequent to the resignation of the statutory auditors and pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and upon the recommendation of the Audit Committee, the Board of Directors (at their meeting held on September 4, 2023) appointed, subject to the approval of the shareholders of the Company, M/s. V. K. Beswal & Associates, Chartered Accountants, Mumbai

(Firm Registration No. 101083W), as the Statutory Auditors of the Company for a consecutive term of five (5) years to hold office from the conclusion of the ensuing 39th AGM till the conclusion of the 44th AGM.

Necessary resolution with regard to appointment of Statutory Auditors has been included in the Notice convening the 39th AGM of the Company.

e) Cost Auditors:

Presently, the Company is not engaged in any manufacturing activities and hence requirement of appointment of Cost Auditors pursuant to Section 148 of the Companies Act, 2013 is not applicable to the Company.

f) fraud reporting:

During the year under review, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees as specified under Section 143(12) of the Companies Act, 2013.

6. DISCLOSURES UNDER SECTION 134 OF COMPANIES ACT, 2013:

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

a) Extract of Annual return:

Annual Return (Form MGT-7) for the year 2022-23 in terms of Section 92 (3) of the Companies Act, 2013 is available on the Companys website at https://deccangoldmines.com/agm-2023-related-documents/

b) 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 have not been furnished considering the fact that the Company is yet to commence its manufacturing operations.

c) Expenditure and Earnings in Foreign Currency:

Earnings: (Rs. In ‘000)

Sr. Nature No.

2022-23 2021-22

1. Exports

NIL NIL

2. Professional Consultancy Income

3,254 NIL

Total

3,254 -

 

Expenditure

(Rs. In ‘000)

Sr. Nature No.

2022-23 2021-22

1 Import of Materials

- -

2 Professional Fees

1,134 245

3 Analysis Charges

- -

4 Travelling & Other Expenses

485 -

Total

1,619 245

d) Remuneration payable by Companies having no profit or inadequate profit (in terms of Section II of Schedule V to the Companies Act, 2013):

The Company is paying remuneration to its Managing Director as per the limits laid down in Section II of Schedule V to the Companies Act, 2013.

e) Change in share capital:

On March 2, 2023, the Company allotted 3,35,07,789 equity shares of Re.1/- each at an Issue Price of Rs. 33.05/- per equity share and 14,99,276 Compulsorily Convertible Debentures (CCD) of Re.1/- each at an Issue Price of Rs. 33.05/- per CCD. CCDs are convertible into equivalent number of equity shares within a period of 18 months

of their allotment. The aforesaid equity shares / CCDs were issued towards acquisition of 7,20,373 equity shares of Geomysore Services (India) Private Limited (GMSI) from its shareholders under a share swap arrangement.

On account of the above, the paid up capital of the Company increased from 9,33,27,375 equity shares of Re.1/- each to 12,68,35,164 equity shares of Re.1/- each with effect from March 2, 2023 and to 12,83,34,440 equity shares of Re.1/ each (on a fully diluted basis post conversion of CCDs).

f) Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. During the year under review, no complaints in relation to such harassment at workplace have been reported.

g) Insolvency and Bankruptcy Code, 2016:

During the year under review, no applications were made or any proceeding were pending under the Insolvency and Bankruptcy Code, 2016.

h) Disclosure with respect to one-time settlement of loan taken from the banks or financial institutions:

During the financial year under review, the Company had not taken any loan from the Banks or Financial Institutions. Hence, no disclosure is required to be made with respect to difference between amount of valuation done at the time of one-time settlement and the valuation done while taking the loan.

7. ACKNOWLEDGMENT AND APPRECIATION:

Your Directors take this opportunity to express their gratitude to all the business associates and to the investors / shareholders for the confidence reposed in the Company and its management. The Directors also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.

For and on behalf of the Board of Directors of Deccan Gold Mines Limited

Kailasam Sundaram

Chairman
DIN:07197319
Date: September 4, 2023
Place: Bengaluru
CIN: L51900MH1984PLC034662

REGISTERED OffICE:

No. 501, Ackruti Trade Center,
Road No. 7, MIDC, Andheri (East),
Mumbai 400093
Tel. No.: 91-22-62606800 / 62606800
Email: info@deccangoldmines.com Website: www.deccangoldmines.com

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