relish pharmaceuticals ltd Directors report

The Members

Shukra Pharmaceuticals Limited

The Directors present the 30^th (Thirtieth) Annual Report on the business and operations of your Company for the financial year 2022-23.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Amount in Lacs)

Particulars	Year Ended 31.03.2023 (Rs.)	Year Ended 31.03.2022 (Rs.)
Revenue from operations	5,883.37	2,048.60
Other income	119.67	8.10
Total income	6,003.04	2,056.70
Profit before Interest, Depreciation & Amortization and Tax Expenses	656.00	296.67
Finance Cost	28.08	28.66
Depreciation & Amortization	183.75	166.21
Profit Before Tax	444.17	101.80
Current Tax	--	17.58
Current tax expense relating to prior years	0.80	3.53
Deferred tax	2.72	5.62
Total tax expense	3.51	26.73
Profit after Tax	440.65	75.07

2) BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

During the period under review, the Company has been engaged in the business of manufacturing and trading of pharmaceuticals Products, laboratory testing and made a profit of Rs. 440.65 lacs. Your Directors are optimistic about companys business and hopeful of more better performance with increased revenue in next years.

3) CHANGE IN THE NATURE OF BUSINESS:

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

4) DIVIDEND:

The Board of Director of the company make recommendation of final dividend of 5% (Rs. 0.50 per equity share of Rs. 10 each face value) for the Financial Year 2022-23, subject to the approval of shareholders in the ensuing Annual General Meeting.

5) UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Act, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven consecutive years from the date of such transfer then the said unclaimed or unpaid dividend amount shall be transferred by the Company along with interest accrued, if any, to the Investor Education and Protection Fund (“the IEPF”), a fund established under sub-section (1) of Section 125 of the Act.

Sr. No	Financial Year	Date of Declaration	Dividend Declare	Dividend Paid	Unclaimed Dividend	Due date for Transfer to IEPF
1	2016-17	12/09/2017	782838	717467	65371	18/10/2024
2	2017-18	10/09/2018	782838	714118	68720	16/10/2025
3	2018-19	27/09/2019	782838	715436	67402	02/11/2026
4	2021-22	29/09/2022	782838	728253	54585	04/11/2029

6) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which required to be transferred to the Investor Education and Protection Fund (IEPF).

7) SEGMENT:

The Company is operating only in two sector i.e. pharmaceutical and Laboratory. But during the year the laboratory segment has commenced very minor commercial operation.

8) TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs.440.65/- Lacs has been carried forward to credit balance of profit & loss account in surplus.

9) CHANGES IN SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs. 3,91,41,875/- divided into 15,65,675 fully paid equity shares of face value of Rs. 10 each/- and 93,94,050 partly paid-up equity shares (Rs. 2.5 paid up each) of face value of Rs. 10/- each.

A) Issue and Allotment of partly paid-up equity shares pursuant to Right Issue:

During the year under review, the Company has issued 93,94,050 partly paid-up equity shares by way of Right Issue in pursuant to the letter of offer dated February 01, 2023 to the existing shareholders of the company (As on the Record Date i.e. February 02, 2023) in the ratio of 6 (Six) Equity Share for every 1 (One) Fully Paid Equity Shares held by them. The Company has called the Rs. 05 (Comprising Rs. 2.5 towards the face value and Rs. 2.5 for the security premium) of the Application Money. The board of director on March 09, 2023 at their meeting has approved the allotment of 93,94,050 partly paid-up Rights Equity Shares as per the letter of offer and in consultation with the Registrar to the Rights issue and BSE Limited. The BSE Limited vide its notice bearing no. 20230321-38 dated March 21, 2023 has granted the Trading Approval for the partly paid-up equity shares w.e.f. March 23, 2023. The new equity shares issued by the company shall rank Pari-passu with the existing shares of the company when they become fully paid ^up.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

10) FINANCE:

The Company has borrowed loan of Rs. 1,10,49,521/-from Bank/Financial institution during the year under review.

11) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.

12) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnels:

The following are the Key Managerial Personnels of the Company:

Name	Designation
Mr. Dakshesh Shah	Managing Director
Mr. Mehulkumar Patel	Chief Financial Officer
Ms. Arpita Kabra	Company Secretary & Compliance Officer

b) Directors

The following are the Directors of the Company:

Name	Designation
Mrs. Payal Mehta	Executive Director
Mr. Sujay Mehta	Executive Director (Resigned w.e.f 16/08/2023)
Mr. Dhruvin Shah	Additional Executive Director (Appointed w.e.f 16/08/2023)
Ms. Sanskruti Patel	Additional Executive Director (Appointed w.e.f 16/08/2023)
Mr. Ashvin Trivedi	Non-Executive, Director (Resigned w.e.f. 12/08/2023)
Ms. Bhoomi Patel	Non-Executive, Independent Director
Mr. Rai Kavoorguthu Konark	Non-Executive, Independent Director (Resigned w.e.f 16/08/2023)
Mrs. Sonal Gandhi	Additional Independent Director (Appointed w.e.f 12/08/ 2023)
Mr. Jivansingh Negi	Additional Independent Director (Appointed w.e.f 16/08/2023)
Mr. Sarjeevan Rathore	Additional Independent Director (Appointed w.e.f 16/08/2023)

c) During the year and till the date of this AGM, the following changes occurred in the Composition of Board Directors and KMP due to Appointments and Resignations of Director and KMP:

Name	Designation	Date of Appointment	Date of Resignation
Mr. Rai Kavoorguthu Konark	Independent Director	25/08/2022	--
Mrs. Sonal Gandhi	Additional Independent Director	12/08/2023	--
Mr. Ashvin Trivedi	Non-Executive, Director	--	12/08/2023
Mr. Dhruvin Shah	Additional Executive Director	16/08/2023	--
Ms. Sanskruti Patel	Additional Executive Director	16/08/2023	--
Mr. Jivansingh Negi	Additional Intendent Director	16/08/2023	--
Mr. Sarjeevan Rathore	Additional Intendent Director	16/08/2023	--
Mr. Sujay Mehta	Executive Director	--	16/08/2023
Mr. Rai Kavoorguthu Konark	Independent Director	--	16/08/2023

d) Appointment/Re-appointment/regularize in this 30^th Annual General Meeting

S.N. Particulars

1	Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Mrs. Payal Mehta (DIN: 02145421), Executive Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment.
2	Regularisation of appointment of Additional Executive Director Mr. Dhruvin Shah (DIN: 08801616), as an Executive Director of the Company
3	Regularisation of appointment of Additional Executive Director Ms. Sanskruti Patel (DIN: 0710863 1), as an Executive Director of the Company
4	Regularization of appointment of Additional Independent Director Mrs. Sonal Gandhi (DIN: 07351 479) as an Independent Director of the Company
5	Regularization of appointment of Additional Independent Director Mr. Jivansingh Negi (DIN: 0165 6455) as an Independent Director of the Company
6	Regularization of appointment of Additional Independent Director Mr. Sarjeevan Rathore (DIN: 082 58683) as an Independent Director of the Company

13) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

14) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, and related matters are put up on the website of the Company at www. shukrapharmaceuticals. com

15) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2022-23, 08 (Eight) Board Meetings were convened and duly held on:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
01/2022-23	28/05/2022	02/2022-23	06/08/2022
03/2022-23	25/08/2022	04/2022-23	01/09/2022
05/2022-23	12/11/2022	06/2022-23	18/01/2023
07/2022-23	14/02/2023	08/2022-23	09/03/2023

The Board of Directors of the Company was present at the following Board Meeting held during the year under review:

Name of Director	Board Meeting Held	Meetings attended	Attendance at last AGM
Mr. Dakshesh Rameshchandra Shah	8	8	Yes
Mrs. Payalben Sujay Mehta	8	8	Yes
Mr. Sujay Jyotindra Mehta	8	8	Yes
Mr. Ashvin Trivedi	8	8	Yes
Mrs. Bhoomiben Patel	8	8	Yes
Mr. Rai Kavoorguthu Konark	5	5	Yes

16) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

17) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- A” to the Boards report.

None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs. 8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

18) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

19) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has not any Subsidiaries, Associates and Joint Venture Companies

20) CHANGE OF NAME:

The Company has not changed its name during the year under review.

21) STATUTORY AUDITORS:

The Companys Auditors, M/s Maak & Associates, Chartered Accountants, Ahmedabad who was

appointed in the Annual General Meeting in the year 2021 for a block of 5 years until the conclusion of the Annual General Meeting to be held in 2026.

22) COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, the cost audit is Not Applicable to the Company.

23) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure -B”.

Reply to the qualification Remarks in Secretarial Audit Report:

• Although the company has not published notice of meeting of the board of directors where financial results shall be discussed and declared. However, the same was uploaded on the website of the Company and BSE.

• The Company is committed to disclosure of unpaid dividend details on the prescribed form in timely manner.

24) RESPONSE TO AUDITORS REMARKS:

There is no observation made by the Statutory Auditors in their Report and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

26) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises Three Members. as well as those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

SHUKRA

During the year under review, 4 (four) meetings of the Audit Committee were held 28/05/2022, 06/08/2022, 12/11/2022 and 14/02/2023. The composition of committee and attendance at its meetings is given below:

Sr. No.	Name	Position	Category	Number of meeting Attend	Changes dur and till the t AG	ng the year ate of this M
					Appointment	Resignation
1	Mrs. Bhoomiben Patel	Chairman	Independent Director	04	--	--
2	Mr. Ashvin Trivedi	Member	Non-Executive Director	04	--	12/08/2023
3	Mr. Rai K. Konark	Member	Independent Director	02	25/08/2022	16/08/2023
4	Mrs. Payal Sujay Mehta	Member	Executive- Director	02	--	12/11/2022
5	Mrs. Sonal Gandhi	Member	Independent Director	--	12/08/2023	--
6	Mr. Jivansingh Negi	Member	Independent Director	--	16/08/2023	--

27) VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The company has adopted a Whistle Blower Policy, which affords protection and confidentially to Whistle blowers. The Audit Committee Chairman is authorized to receive Protected Disclosures under this Policy. The Audit Committee is also authorized to supervise the conduct of investigations of any disclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31, 2023, no Protected Disclosures have been received under this policy.

28) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Companys policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of Three Members. During the year under review, 01 (One) meetings of the committee were held 18/08/2022. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

Sr. No. Name	Position	Category	Number of meeting Attend	Changes during the year and till the date of this AGM
				Appointment	Resignation
1 Mrs. Bhoomiben Patel	Chairman	Independent Director	01	--	--
2 Mr. Ashvin Trivedi	Member	Non-Executive Director	01	--	12/08/2023
3 Mr. Rai K. Konark	Member	Independent Director	--	25/08/2022	16/08/2023
4 Mrs. Payal Sujay Mehta	Member	Executive- Director	01	--	12/11/2022
5 Mrs. Sonal Gandhi	Member	Independent Director	--	12/08/2023	--
6 Mr. Jivansingh Negi	Member	Independent Director	--	16/08/2023

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Remuneration Policy is also available on the Companys website at www. shukrapharmaceuticals. com

29) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of Three Members. During the year under review, 4 (Four) meetings of the committee were held 20/04/2022, 09/07/2022, 06/10/2022 and 05/01/2023. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Sr. No. Name	Position	Category	Number of meeting Attend	Changes dur and till the t AG	ng the year ate of this M
				Appointment	Resignation
1 Mrs. Bhoomiben Patel	Chairman	Independent Director	04	--	--
2 Mr. Ashvin Trivedi	Member	Non-Executive Director	04	--	12/08/2023
3 Mr. Rai K. Konark	Member	Independent Director	02	25/08/2022	16/08/2023
4 Mrs. Payal Sujay Mehta	Member	Executive- Director	03	--	12/11/2022
5 Mrs. Sonal Gandhi	Member	Independent Director	--	12/08/2023	--
6 Mr. Jivansingh Negi	Member	Independent Director	--	16/08/2023	--

The status of shareholders complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2023 is given below): -

Complaints Status: 01/04/2022 to 31/03/2023
Number of complaints received so far	Nil
Number of complaints solved	Nil
Number of pending complaints	Nil

Compliance Officer:

Ms. Arpita Kabra is the Company Secretary and Compliance Officer of the company during the year for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfer committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

Name Purva Sharegistry (India) Private Limited

Address	: Unit no. 9, Shiv Shakti Ind. Estt., J .R. Boricha marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai 400011.
Tel	22-2301 2518 / 6761
Fax	022 - 23012517
Email	support@purvashare. com

30) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGE MENT POLICY OF THE COMPANY:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as “Risks”. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

31) EXTRACT OF ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Y ear ended on March 31, 2023 in Form MGT-7 is uploaded on website of the Company and can be accessed at www. shukrapharmaceuticals. com

32) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no any Material changes occurred, subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

33) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the year under review.

34) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

35) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions

36) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

37) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made 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.

38) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

39) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes to the Financial Statements.

40) CORPORATE GOVERNANCE:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15^th September, 2014, (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following class of companies:

a) Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from the date on which the provisions became applicable to the company.

Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crore and Net Worth of the Company has not exceeded Rs.25 crore, as on March 31, 2022 and hence, Corporate Governance is not applicable to the Company during the financial year 2022-23.

41) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, forms part of this Report and the same is annexed as “Annexure-C”.

42) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2023. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31st March, 2023.

43) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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 there under.

During the financial year 2022-23, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2023.

44) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is Nil.

45) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The Provision of Section 135 of the Company Act, 2013 are not applicable since the company does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.

46) DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

47) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

48) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to BSE where the Companys Shares are listed.

49) IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Action within the specified time limit

50) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Companys shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

51) ACKNOWLEDGEMENTS:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

Date: 16/08/2023 Place: Ahmedabad

By Order of the Board of Directors For Shukra Pharmaceuticals Limited

Sd/-	Sd/-
Dakshesh Shah	Payal Mehta
Managing Director	Director
DIN: 00561666	DIN: 02145421