To,
The Shareholders,
The Directors of your Company have pleasure in submitting their Twenty
Eighth Annual Report together with the Audited Financial Statements for the year ended on
31st March, 2022.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your company was as under:
(Standalone) (Amt. in Lakhs)
| Particulars |
Year ended 31st March 2022 |
Year ended 31st March 2021 |
| Revenue from Operation |
1656.88 |
80.10 |
| Other Income |
0 |
8.25 |
| Profit/loss before Depreciation, Finance Costs,
Exceptional items and Tax Expense |
1.35 |
1.57 |
| Less: Depreciation |
0.77 |
0.98 |
| Profit /loss before Finance Costs, Exceptional items and
Tax Expense |
0.58 |
0.59 |
| Less: Finance Costs |
0 |
0 |
| Profit /loss before Exceptional items and Tax Expense |
0.58 |
0.59 |
| Add/(less): Exceptional items |
0 |
0 |
| Profit /loss before Tax Expense |
0.58 |
0.59 |
| Less: Current Tax |
0.13 |
0.19 |
| Deferred Tax |
0 |
0 |
| Net Profit/ (Loss) for the period |
0.45 |
0.40 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
During the year under review, the turnover of the company has increased
to Rs. 16,56,88,529 /- from the previous years turnover of Rs 88,35,167/- and hence the
profit of the company also increased from Rs. 39,542/- to Rs. 45,582 /-. Barring
unforeseen events; your director expects to achieve good results in the coming years in
the same field of operation.
Due to COVID-19 market conditions are badly impacted and overall
bullion and real estate market for current financial year 2021-22 first two quarters are
deeply impacted on labour/workforce, raw material, transportation and individual as well
as commercial demands are heavily impacted. Even after market conditions returning to
normalcy, first quarter of financial year 2021-22 was also impacted due to second wave of
COVID.
DIVIDEND
In view of requirement of financial resources and considering the
future requirements of funds, your Directors are unable to recommend any Dividend for the
year ended 31st March, 2022.
TRANSFER TO RESERVES
No amount has been transferred to any Reserve/s Account during the year
under review.
ANNUAL RETURN
Pursuant Section92 (3) Annual Return will be available on following web
link: http://shukrabullions.com/mgt7- 2022
Company will upload the Annual Return as per the provisions of the
Companys Act 2013.
BUSINESS
The Company is in the business of manufacturing of Diamond Studded Gold
Jewellery, Trading in Cut & Polished Diamond & Real Estate Business. company is
working very hard to sustain and accelerate its growth in the competitive market as wellas
to provide better result than earlier years. To achieve the goals of the company by
increased activities, expansions, the Company is planning to participate/visit various
jewellery shows, domestic as well as aboard. Company is negotiating for export orders with
international buyers and management is hopeful to achieve higher turnover during the year.
DIRECTOR & KEY MANAGERIAL PERSONNEL
| Name of Director |
DIN/PAN |
Designation |
Date of Appointment/
Resignation |
| CHANDRAKANT HIMMATLAL SHAH |
01188001 |
Non-Executive - Non Independent
Director-Chairperson |
14/02/1995 |
| MAYURI CHANDRAKANT SHAH |
01188108 |
Non-Executive - Non Independent Director,
Women Director |
14/02/1995 |
| AEJAZAHMED MOHAMMED HUSAIN PUTHAWALA |
07883753 |
Non Executive - Non- Independent Director |
24/07/2017 |
| PRAGNESH GHANSHYAMBHAI SATHWARA |
09247632 |
Non-Executive - Independent Director |
14/08/2021 |
| VAISHALIBEN BHAVESHKUMAR VADHER |
09247660 |
Non-Executive - Independent Director |
14/08/2021 |
| PRASHANT SURESHBHAI GUNJAL |
AIWPG0301J |
Chief Financial Officer |
24/07/2017 |
Pursuant to the provisions of Section 161(1) of the Act Mr. Pragnesh
Sathwara and Mrs. Vaishali Rathod were appointed as an Additional Director in the meeting
of the Board of Directors of the Company held on 14.08.2021 and appointed as a
Non-Executive Independent Director with the consent of shareholders in the annual general
meeting held on 29th November,2021.
A Declaration has been received from Independent Directors stating name
of companies in which they hold directorship and/or membership/ Chairmanship of Committees
of Board, as stipulated under Regulations of LODR Regulation, 2015 are given at Corporate
Governance of the Annual Report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
SHARE CAPITAL OF THE COMPANY
The Paid up Equity Share Capital as at 31st March, 2022 was
Rs. 50,130,500/- divided into 50,15,300 Equity Shares, having face value of Rs. 10/- each
fully paid up. During the year under review, the Company has not issued any share with
differential voting rights not granted any stock neither option nor sweat equity.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The loans if any, made by the Company are within the limits prescribed
u/s 186 of the Companies Act, 2013 and no guarantee or security is provided by the
company.
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
INSURANCE
All the properties and the insurable interest of the company including
building, plants and machinery and stocks wherever necessary and to the extent required
have been adequately insured.
AUDITORS REPORT
In the opinion of the directors, the notes to the accounts are
self-explanatory and adequately explained the matters, which are dealt with by the
auditors.
There is no adverse remarks in the report and hence nothing to report
thereon.
TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND - IF ANY:
There is no amount transferred to IEPF during the year under review.
SUBSIDIARIES & ASSOCIATE COMPANIES
The Company does not have any subsidiary but is an Associate Company of
Shukra Jewellery Limited.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12)
OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There was no fraud reported by Auditor during the financial year
2021-2022.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
There is no additional qualification, reservation or adverse remark
given by statutory Auditor and for the remarks/qualification Secretarial Auditor is
self-explanatory. Due to third wave of COVID first quarter was badly impacted and hence
some compliances were delayed due to various reason beyond our control. Board make full
endeavor to timely comply all the requirements stated in the secretarial Audit report and
assure that in future such compliance will be done in timely manner without any delay. Due
to technical glitches web site functioning was disturbed and the same will be operational
in due course.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material departures.
2. That such accounting policies have been selected and applied
consistently and 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 at the end of the
financial year ended on 31st March 2022 and of the profit of the Company for
that period.
3. That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
4. That the annual accounts have been prepared on a going concern basis
5. That internal financial control has been laid down to be followed by
the Company and that such internal financial controls are adequate and operating
effectively.
6. Those proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
RISK MANAGEMENT
Details of risk management committee are given under the Corporate
Governance report, which is forming part of this report.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES
For details of the meetings of the board and committee, please refer to
the corporate governance report, which forms partofthis report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration
and other matters provided in Section 178(3) of the Act has been disclosed in the
corporate governance report, which is forming part of the directors report.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Mr. PRAGNESH GHANSHYAMBHAI SATHWARA (DIN: 09247632), Mrs.
VAISHALIBEN RATHOD (DIN: 09247660) submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013
The Company has received the disclosure in Form DIR-8 from its
Directors being appointed or re- appointed and has noted that none of the Directors are
disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
For details of the meetings of the board, please refer to the corporate
governance report, which forms part of this report.
AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR)
Regulations 2015, and Companies Act 2013, the Company has constituted an Audit Committee
comprising of Independent and Non Independent Directors. The Audit Committee acts in
accordance with the terms of reference specified fromtime to time by the Board. The
details of the terms of audit committee and other details are given in the Corporate
Governance Report.
REMUNERATION & NOMINATION COMMITTEE:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. The policy lays down the criteria for selection and appointment of Board
Members. The details of the policy are explained in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism
/Whistle Blower policy has been posted on the website of the Company
(www.shukrabullions.in1
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there are no significant and material
orders passed by the Regulators or Courts that would impact the going status of the
Company and its future operations.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of
section 188(1) of the Act. Information on transactions with related parties pursuant to
section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014
are given in Annexure A-1 in Form AOC-2 and the same formings part of this report and
adequately mentioned at note no 35 of audit report.
DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also the Central
Depository Services (India) Limited (CDSL). As a result the investors have an option to
hold the shares of the Company in a dematerialized form in either of the two Depositories.
The Company has been allotted ISIN No. INE561E01015.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom they have their
Demat Accounts for getting their holdings in electronic form.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable Laws, rules and regulations and highest standards of business ethics. In
recognition thereof, the Board of Directors has implemented a Code of Conduct for
adherence by the Directors, Senior Management Personnel and Employees of the Company. This
will help in dealing with ethical issues and also foster a culture of accountability and
integrity. The code of conduct is available on the companys website
www.shukrabullions.in.
All the Board Members and Senior Management Personnel have confirmed
compliance with the Code.
STATUTORY AUDITORS
M/s. J S SHAH AND CO, Chartered Accountants, Ahmedabad, (having Firm
Registration No.132059W) with the Institute of Chartered Accountants of India), were
appointed as statutory auditor of the company to fill the casual vacancy caused by the
resignation of M/s S. K. Jha & Co, Chartered Accountants, the Statutory Auditor
(FRN 126173W) on 11.02.2022 till next AGM on such remuneration as may
be agreed upon by the Board of Directors/ Audit committee in consultation with the
Statutory Auditors and the same has been ratified in Extra Ordinary general meeting held
on10th May 2022. As required under the provisions of Section 139 of the
Companies Act, 2013, the Company has obtained written confirmation from M/s. J S SHAH AND
CO. confirming to the effect that their appointment, would be accordance with the
provision of Section 141 of the Companies Act, 2013.
Board recommends to appoint M/S J S SHAH AND CO, CHARTERED
ACCOUNTANTS, as Statutory Auditor of the company from the conclusion of 28th
AGM till the collusion of 33rd AGM. (FOR THE YEAR 2027).
COST AUDIT
Applicable provisions of Cost Audit compliance, if any, were dealt
separately. During the year under review cost audit was not applicable to company and
pursuant to Section 148 (1) company had maintained the applicable cost records.
AUDITORS REPORT, SECRETARIAL AUDIT AND OBSERVATIONS
The observations of the auditors contained in their report have been
adequately dealt with in the notes to the accounts which are self-explanatory and
therefore, does not call for any further comment.
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
rules made there under, the Company has appointed Kishor S. Dudhatra, Practicing Company
Secretary to undertake the Secretarial Audit of the Company.
Report of the secretarial auditor is given as an Annexure A-2 which
forms part of this report with reference to qualification stated in Secretarial Audit
report, Board reports that company adhered to timely compliance necessary applicable law.
Due to COVID -19 Pandemic Third wave workings of company was badly affected and hence
compliance was delayed. Board noted the lapse which is unintentional and assure that
infuture timely compliance of the same.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act,
2013, read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014.
CONSERVATION OF ENERGY
The companys operations involve very low energy consumption; whenever
possible measures have already been implemented. The measures set out above do not have
any significant impact on the overall cost of the production.
TECHNOLOGY ABSORPTION
No technology has been imported during the year.
FOREIGN EXCHANGE EARNING/OUTGO
The Company mainline of Business is the manufacturing of Diamond
Studded Gold Jewellery, Trading in Cut & Polished Diamond & Real Estate Business.
Total Foreign Exchange Earned : NIL Total Foreign Exchange Outgo : NIL
ENVIRONMENT AND SAFETY
The Company is aware of the importance of environmentally clean and
safe operations. The Companys policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliances, environmental regulations and
preservation of natural resources at the Plant.
CORPORATE SOCIAL RESPONSIBILITY
Our company does not fall under the purview of Section 135 of companies
Act, 2013. Hence no Corporate Social Responsibility initiatives have been taken during the
year.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors onthe basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee
("NRC") reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performanceof the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the management discussion & analysis, which forms part of this report.
CORPORATE GOVERNANCE
As per Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the company is not required to comply with the provisions
of Regulations 17 to 27 and Clauses (b) to (i) of sub regulation (2) of Regulation 46 and
para C, D and E of Schedule V respectively, but for better governance, the Company had
voluntarily complied the same to the extent possible.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the report of the Corporate Governance and the Certificate of the
Auditors of the Company in respect of compliance thereof is not applicable to company.
LISITNG
The Companys Shares are listed on BSE Limited, Mumbai. Scrip code of
company is: 531506
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,PROHHIBITION &REDRESSAL) ACT, 2013
The company has a policy on prevention, prohibition & redressal of
sexual Harassment at workplace and matters connected therewith or incidental thereto
covering all the aspects as contained under "The sexual Harassment of women at
workplace (Prevention, prohibition and Redressal) Act, 2013".
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year*:
| Executive directors/ Non-executive director |
Ratio to median |
| None of the director {executive /non-executive} receiving any
remuneration. |
N.A. |
Note: Considering the financial situation none of the director is
receiving any remuneration hence the data are not comparable.
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the financial year *
| Directors, Chief Executive Officer, Chief Financial Officer
and Company Secretary |
% increase in remuneration in the financial year |
| CS |
NIL |
| PRASHANT GUNJAL (CFO) |
NIL |
c. The percentage increase in the median remuneration of employees in
the financial year-. N.A.
d. The number of permanent employees on the rolls of Company- 02
e. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Not Applicable
f. Affirmation that the remuneration is as per the remuneration policy
of the Company: none of the directors is receiving any remuneration.
There is no employee appointed in the company for which Information
required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is required to be provided.
TAXES:
Company is regularly paying Income tax, GST, Sales Tax and other
statutory dues like Provident Fund, ESIC,as applicable. As regard to applicable taxes
appropriate provision and treatments have been made as per law. Details of the payment
refund and appeals and disputed amount have been adequately provided in audit report and
the same are self-explanatory and the amount of dispute is being dealt with various
authorities and waiting for final outcome.
INDUSTRIAL RELATIONS
Your Companys relations with its employees remained cordial throughout
the year. The Directors wish to place on record their deep appreciation for the services
rendered by staff members and executives of the company. Your company has taken adequate
steps for the health and safety of its employees.
MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY
No material changes or commitments, affecting the financial position of
the Company have occurred between the end of the financial year of the company to which
the financial statements relate, i.e. 31st March, 2022 and the date of Board
Report. Company is assessing impact of COVID in the Diamond & Real Estate industry and
the same has seen as major challenges to the industry. First Quarters of the year 2021-22
was heavily impacted and second quarter show some sign of recovery in market. Now, the
Economy had took recovery since third quarter of F.Y. 2021-2022 and Company will
contribute towards the Economy of the Nation now onwards. However, company expects to
normalize the market condition by end of fourth quarter unless contrary event occurred.
PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS
PER RULE 8 (5) (XI) & (XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014
No application or any proceeding is pending under IBC Code. 2016 The
Company has never made any One Time Settlement against the loan obtained from Bank etc.
and hence the said clause is not applicable.
| REGISTERED OFFICE: |
By order of the Board of Directors |
| 232,2nd FLOOR , PANCHRATNA, |
FOR SHUKRA BULLIONS LIMITED |
| M.P.MARG, OPERA HOUSE, |
|
| GIRGAON , MUMBAI-400004 |
Chandrakant H Shah |
| Place: Ahmedabad |
Director |
| Date:03.09.2022 |
(DIN 01188001 ) |
+91-9892691696
