Shirpur Gold Refinery Ltd Directors Report.


The Members of


Yours Directors take pleasure in presenting the 35th Annual Report of your Company together with Audited Statement of Accounts for the year ended 31stMarch 2020 prepared as per Indian Accounting Standards prescribed under Section133 of the Companies Act, 2013.


Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2019-20, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2020 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020, and, of the loss of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Requisite Internal Financial Controls had been laid down and that such internal financial controls are adequate and were operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

Particulars Standalone - Year Ended Consolidated - Year Ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Total Revenue 5,422.01 18,959.61 35,663.66 42,745.66
Total Expenses 6,896.62 18,899.49 37,069.12 42,519.39
Profit / (Loss) before Tax (1,474.61) 60.12 (1,405.46) 226.27
Less: Exceptional Item (19.56)
Current Tax - (8.35) - (8.35)
Deferred Tax - (4.71) - (4.71)
Profit / (Loss) after Tax (1,474.61) 27.50 (1,405.46) 213.21

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Companys internal financial controls were adequate and working effectively during financial year 2019-20.


In view of the losses incurred by the Company during current year, your Directors do not recommend any dividend for the year under review.


The total revenue for the financial year under review was Rs. 5,422.01 Millions as against Rs. 18,959.61 Millions showing decrease over previous year. Your Company has registered the Net Loss before tax of Rs. 1,474.61 Millions as against Profit of Rs.40.56 Millions in the previous financial year. The Loss after tax stood at Rs. 1,474.61 Millions as compared to profit after tax of Rs. 27.50 Millions in the previous financial year.


The outbreak of Corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

The Government of India in order to contain the spread of the COVID-19 pandemic announced a nationwide Lockdown on 25th March 2020. Accordingly, Company continued with shut down of its manufacturing / trading operations at facilities in India. Company is ensuring compliance with the directives issued by the Central Government, State Governments and local government and is maintaining social distancing and taking the required precautions for all employees of the Company.

There is no material impact due to countrywide lockdown on account of COVID-19 pandemic and considering the business segment (Precious Metals) in which company operates, there was no material impact which require any adjustment in financial statement as the Company did temporarily stop manufacturing and trading operations due to paucity of funds, the notice from lenders for possession of the factory premises, and various legal and regulatory actions against the company.


Your companys products viz., Gold Bars and Gold Jewellery are well established in the market. The Company is selling products under Zee Gold which is well known brand. The products of your Company meet the stringent quality standards of purity, weighment, shape, size and aesthetic look.


• The Company was awarded with Bureau of Indian Standards (BIS) certificate for use BIS hallmark, one of the requirements for participating in the Gold Monetisation Scheme.

• The Company is holding ISO 9001: 2015, ISO 14001:2015 and OHSAS 18001:2007 standard certificate for Gold Refinery.


During the year under review, CRISIL and CARE had revised the Long term rating of the Company from BB + Stable to D and short term rating from A4 + to D on account of delay in debt servicing.



As at March 31, 2020, your Company had1 Wholly Owned Subsidiary namely, Shirpur Gold DMCC, Dubai, the name of which changed from Zee Gold DMCC effective from 23.01.2020 and 2step down subsidiaries namely Precious Metals Mining and Refining Limited ("PMMRL"), Papua New Guinea and Metallic Exploration And Mining, Mali.

During the FY 2016-17,"PMMRL"step down subsidiary commenced its operations on trial basis, however it couldnt continue the same due to limited resources and other difficulties. Hence, the Board of Directors of the Company decided to close down the above subsidiary. The above subsidiary is in process of closure and is non operative and non-material. Metallic Exploration And Mining, Mali, step down subsidiary of the Company is yet to commence its operations.

Apart from the above, the Company has neither formed any new subsidiary, associate or Joint venture nor any company ceased to be subsidiary,

In line with amendments of threshold for determining Material Subsidiary as stated in Regulation 16(1)(c) of Listing Regulations, Shirpur Gold DMCC, a wholly owned overseas subsidiary remains a Material Subsidiary of the Company.

The policy for determining material subsidiaries of the Company is available on the website of the Company

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of each of the subsidiaries is annexed to this report.

Further as per Section 136 of the Companies Act, 2013, the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company


In order to maximize shareholder value on a sustained basis, your Company has adopted Corporate Governance practices strictly complying with the requirements of Securities & Exchange Board of India ( Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations"), applicable provisions of the Companies Act,2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

A detailed Report on Corporate Governance as per requirement of Listing Regulations along with the Certificate issued by the M/s Parikh & Parikh, Statutory Auditors confirming the compliance of the provisions of the Corporate Governance, is attached and forms part of this Annual Report. Managements Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations is presented in a separate section forming part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Companys corporate website Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys corporate website

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise and independence of individual. In line with this the Committee had approved in-principle that the initial term of an Independent Director shall not exceed 5 years.


As at March 31,2020, Your Board comprised of 4 Directors including 3 Independent Directors and 1 Non-Executive Director. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations.

During the year under review, Mr. Vipin Choudhary Non Executive Nominee Director resigned with effect from October 31,2019. Your Board places on record its appreciation for contribution of Mr. Vipin Choudhary as Director.

Mr. Amit Goenka who was appointed as additional Non Executive Promoter Director of the Company effective from 18th December,2018 was regularized as Director of the Company at the last Annual General Meeting after obtaining requisite approval of shareholders. He is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Board recommends his re-appointment.

During the year under review and after seeking requisite shareholders approval, Ms. Kavita Kapahi who holds the office of Independent Director of the Company until March 30, 2020 and in respect of whom the Company has received notice in writing from a member under Section 160 of the Act proposing her reappointment for second term, re-appointed for the second term as an Independent Director not liable to retire by rotation for a period of five years from March 31,2020 until March 30, 2025.

In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrollment in the Data Bank for Independent Directors, has been received from two of the Independent Directors, along with declaration made under Section 149(6) of the Act.

The Company has not appointed any Independent Director during the year, hence a statement regarding opinion of the Board with regard to integrity, expertise and experience of the independent Directors appointed during the year is not applicable.

During FY 2019-20, your Board met 6 (Six) times details of which are available in Corporate Governance Report annexed to this report.

During the year under review, Mr. Subhash Pareek Manager &Key Managerial Personnel of the Company resigned w.e.f. 6th December,2019.

Ms. Archita Kothari resigned as CFO of the Company and based on recommendations of the Nomination and Remuneration Committee, Mr. Sharvan Kumar Shah was appointed as CFO on her place effective from April 18,2019. Mr. Sharvan Kumar Shah resigned as CFO of the Company effective from September 30,2019 and Mr. Ashok Sanghavi was appointed as CFO effective from October 14,2019.

In compliance with the requirements of Section 203 of Companies Act,2013, as at March 31,2020, Mr.Ashok Sanghavi, CFO and Mr. Shyamal Padhiar, Company Secretary continue as Key Managerial Personnel of the Company.


In a separate meeting of Independent Directors, performance of the non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors, the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, attendance, contributions from each directors etc.

The performance of each of the Independent Directors was also evaluated taking into account the time devoted, attention given to professional obligations for independent decision making, contribution towards providing strategic guidance, determining important policies, utilising their expertise.


In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

A detailed report on Corporate Social Responsibility, in compliance with the requirements of Companies Act, 2013, is annexed to this report.


Statutory Audit

In compliance with rotational requirements of Statutory Auditors of the Company as per Section 139 of Companies Act,2013 and after reviewing recommendations of the Audit Committee, M/s Parikh & Parikh, Chartered Accountants, Mumbai (FRN 107526W) was appointed as Statutory Auditors of the Company after obtaining requisite shareholders approval in place of retiring auditors M/s B.S. Sharma & Co., Chartered Accountants, to hold office till the conclusion of general meeting to be held in 2024. Pursuant to the amendment to Section 139 of the Act, with effect from May 7,2018, the requirement of seeking Shareholders ratification for continuance of Statutory Auditor at every Annual General Meeting is no longer applicable and accordingly the Notice of ensuing AGM does not include the proposal for seeking Shareholders ratification for continuance of Statutory Auditors. The Company has received certificate of eligibility from M/s Parikh & Parikh in accordance with the provisions of the Act, read with rules made there under and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

Secretarial Audit

In compliance with the provisions of Section 204 of the Companies Act,2013, the Company has appointed Mrs. Mita Sanghavi, Practising Company Secretary (CP No. 6364) as secretarial auditor of the Company for the financial year 2019-20. A copy of secretarial audit report is annexed to this report.

In compliance with the provisions of SEBI Listing Regulations, the Company had submitted Annual Secretarial Compliance Report for the year ended 31.03.2020 to the stock exchanges which was issued by Mrs. Mita Sanghavi, Secretarial Auditor.

The reports of the Statutory Audit for the year ended March 31, 2020, do not contain any qualifications / observations. However, the Managements reply with regards to observations in Secretarial Audit and Annual Secretarial Compliance Report were as under:

1. The vacancy, in the office of KMP in the category of CEO, caused due to resignation of Manager w.e.f. December 6,2019 has not been filled as the manufacturing operations of the Company at plant is temporarily closed since February,2020.

2. While the Board had approved nomination of one of the Independent Director on the Board of Companys Material overseas subsidiary w.e.f. February 19, 2020, Regulation 24(1) was not complied upto February 18,2020 as the Company was in the process of identifying the suitable independent director to be appointed on the Board of overseas subsidiary hence it took long time after closure of FY 2019.

3. Observation with regards to violation of Listing Regulations due to delay in (a) submitting Annual Report for FY 2018-19 to NSE and (b) reporting changes in credit rating and Penalty levied by, and remitted to, NSE in connection with delay is self explanatory.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca)of the Act.

Cost Audit

The provisions related maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act,2013 and to appoint cost auditor to carry out Audit of Cost Records of the Company are not applicable to the Company.

Corporate Social Responsibility

The Company was required to spend Rs. 10.80 Millions (including unspent amount of earlier years) towards Corporate Social Responsibility (CSR) expenditure. However, after analyzing various options and making reasonable efforts to spend the above amount, the Company couldnt find any suitable project due to which the above amount remained unspent as on March 31,2020.



The details of loans, investments and guarantee as required u/s 186(4) of the Companies Act,2013 are annexed to the Directors Report.


All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis.

All the related parties transactions entered by the Company during the financial year under review were on arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act,2013 and Listing Regulations. During FY 2019-20, there were no materially significant Related Party Transactions 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 at large.

During the FY 2019-20, there were no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 the Listing Regulations and accordingly transactions required to be reported in Form AOC-2 as per Section 188 of the Companies Act, 2013 is NIL.


Your Company has adequate internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.


Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is annexed to this report as Annexure. The Annual Return is also available on the website of the Company


Your Company has zero tolerance for sexual harassment at workplace and adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013 and the Rules there under. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint on sexual harassment was received by the Company.


No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.


Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014, was remained unpaid or unclaimed as at the end of the year 31st March, 2020.

As at March 31, 2020, your Company do not have any unclaimed shares / dividend hence the provisions of the Investor Education and Protection Fund Rules are not applicable to the company.


The Company has obtained adequate insurance on all of its fixed and other assets. The Company has identified the potential risks against the business of the Company and taking proper safeguards to mitigate / minimize the risks. The detailed analysis of the Risk elements are discussed under the Management analysis and Discussion Report


The detailed analysis of the State of Companys affairs/ developments is discussed under Management Discussion and Analysis section of Directors report.


The Company is operating its plant in a manner which endeavors protection of health / safety of workers and environment. The Company is using eco-friendly technology and manufacturing facilities at its plant to ensure workers safety and health. The Green initiatives taken by the Company by plantation of trees at plant site are one of the best examples of protecting environment. The Company is in compliance with all the applicable labour and environmental laws.


The Company has maintained cordial relations with its employees and workers. The Company has taken adequate steps to ensure safety and welfare of all its employees at plant and other places. Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum/ Rs 8.50 Lacs per month or more during the FY 2019-20.Theinformationrequired under Rule 5 (2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In compliance with provisions of section 136(1) of the Companies Act, 2013, the Audited Financial Statements along with other reports are sent to every member of the Company, excluding the information on employees particulars, which is available for inspection at the Corporate Office of the company during working day (except Saturday) upto the date of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof, such member may write to the Company Secretary.


The information required u/s. 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished hereunder :

I. Energy Conservation and Technology Absorption:

Details of energy conservation, technology absorption by the Company along with the information in accordance with the provisions of Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014is annexed to this report.

II. Foreign Exchange Earning and Outgo :

Particulars of foreign currency earnings and outgo during the year are given in Note 38 & 39 to Standalone Financial Statement.


We sincerely thank all our investors, customers, suppliers, bankers, business partners/ associates, financial institutions and government authorities for their continued co-operation, trust, support and guidance. We also take this opportunity to express our deep appreciation for the contribution, hard work, dedication and commitment of all our employees who have been one of the major driving factors for the companys growth and progress.