Shukra Jewellery Director Discussions


To,

The Shareholders,

The Directors of your Company have pleasure in submitting their 32nd Report together with the Audited Financial Statements for the year ended on 31st March, 2023.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company as under:

(Standalone & Consolidated)

(In Lakhs)

Particulars Year ended 31st March 2023(STAN DALONE) Year ended 31st March 2022 (STANDALONE) Year ended 31st March 2023(CONSOL IDATED) Year ended 31st March 2022 (CONSOLIDATE D)
Turnover 165.54 219.96 164.54 219.96
Profit/(Loss)before Taxation 2.01 10.62 2.01 10.62
Less: Current T ax 0 1.66 0.31 1.66
Deferred Tax 1.75 1.86 1.75 1.86
Income Tax earlier years 0 0 0 0
Profit for The Year 0.26 7.11 -0.05 7.11
Less: Items that will be re-classified to Profit and Loss accounts -107.79 -16.73 -14.79 -12.99
Total Comprehensive Income for the period -107.53 -9.62 -14.84 -5.89
Less: Appropriation 0 0 0 0
Adjustment relating to Fixed Assets 0 0 0 0
Transferred to General Reserve 0 0 0 0
Closing Balance of Profit and Loss Accounts AS PER NOTES TO ACCOUNTS

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year under review, the company had Turnover of Rs. 1.64 crores against the previous year Turnover of Rs. 2.19 crore turnover has decreased by almost 25 % compared to the previous year turnover. And so on, the Profit of the company has also been decreased from Rs. 7.11 Lakh to Rs. 0.55 Lakh loss on consolidated basis. That is mainly because company is shifting its focus from gems and Jewellary segment to real estate segment. During the year revenue from real estate segment decreased and diamond segment has increased. Barring unforeseen events, your director expects to achieve good results in the coming years in the same field of operation.

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, 2023.

TRANSFER TO RESERVES

No amount has been transferred to any Reserve/s Account during the year under review.

ANNUAL RETURN

Pursuant Section 92 (3) Annual Return will be available on following web link: http: / /shukraiewellerv.com/investor-relations/

Company will upload the Annual Return as per the provisions of the Companys Act 2013.

BUSINESS

Company is in Real Estate Business as well as Gems & Jewellery business. Two projects of the company namely SHANTI SHUKRA at Ahmedabad and SHUBH SHUKRA at Visnagar have already started in and are running as per expected level. The company is working very hard to sustain and accelerate its growth in the competitive market as well as to provide better result than earlier years.

DIRECTOR & KMP

Name of Director DIN/PAN Designation Date of Appointment/ Resignation
CHANDRAKANT HIMMATLAL SHAH 01188001 Non-Executive - Non Independent Director- Chairperson 13/12/1991
MAYURI CHANDRAKANT SHAH 01188108 Non-Executive - Non Independent Director 13/12/1991
AEJAZAHMED MOHAMMED HUSAIN PUTHAWALA 07883753 Executive 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
SUDHIR PRAJAPATI AWJPP6406C Chief Financial Officer 24/07/2017

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

During the year under review, there is no change in capital structure of the company and the Company has not issued any shares with differential voting rights nor granted any stock neither options 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. Shukra Bullions Limited is an associate company and under the same management.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (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 2022-2023.

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 compliance was delayed due to various reasons beyond our control and unintentional. Board make full endeavor to timely comply all the requirements stated in the secretarial Audit report/Corporate Governance 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 2023 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, please refer to the corporate governance report, which is forming part of the directors 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 from time 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 Vigil Mechanism /Whistle Blower policy has been posted on 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 at www.shukrajewellery.coM

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 forming part of this report.

PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS PER RULE8 (5) (XI) & (XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

No application or any proceeding is pending under IBC Code. 2016. One Time Settlement scheme has been approved by Indian Bank during the year under Review. The Company has filed form CHG-4 for satisfaction of Charge. Company failed to make disclosure to Stock exchange.

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.INE344E01016.

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.shukrajewellery.com

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITORS

M/s. JAIN & GOLECHHA, Chartered Accountants, Ahmedabad, (having Firm Registration No.0119637W with the Institute of Chartered Accountants of India), were appointed as statutory auditor of the company from the conclusion of 31st AGM till the conclusion of 36th AGM on such remuneration as may be agreed upon by the Audit Committee/Board of Directors in consultation with the Statutory Auditors. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. JAIN & GOLECHHA, confirming to the effect that their appointment, would be accordance with the provision of Section 141 of the Companies Act, 2013.

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 Mr. 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 strive to adhered to timely compliance necessary applicable law. Board noted the lapse which is unintentional and assure that in future 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 is as under:

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 on the 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, performance of 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

Detailed Corporate governance report is attached with this report.

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 attached with this report.

LISITNG

The Companys Shares are listed on BSE Limited, Mumbai. Scrip Code: 523790

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 is 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 NA.
CFO NA.

Note: Considering the financial situation of attrition of employees and CFO is not receiving any remuneration hence the data is not comparable.

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, 2023 and the date of Board Report. Company is assessing impact of

COVID in the Gems & Jewellery industry and Real estate and the same is seen as major challenges to the industry. Now, the Economy had took recovery and Company will contribute towards the Economy of the Nation now onwards.

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat and Ministry of Government for their sustained support and co-operation and hope that the same will continue in future.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co- operation and faith in the Company.

REGISTERED OFFICE: BY ORDER OF THE BOARD OF DIRECTORS
PANCHDHARA COMPLEX FOR SHUKRA JEWELLERY LIMITED
3rd FLOOR NEAR THE GRAND Sd/-
BHAGAWATI HOTEL S.G. HIGHWAY BODAKDEV
AHMEDABAD GUJARAT 380054 CHANDRAKANT SHAH
Place: AHMEDABAD Director
Date: 02.09.2023 (DIN: 01188001)