Shukra Bullions Director Discussions


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 )