Shukra Jewellery Ltd Directors Report.

To,

Dear Shareholders,

The Directors of your Company have pleasure in submitting their Twenty Eights Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2019.

FINANCIAL HIGHLIGHTS

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

Rs. In Lakh
PARTICULARS YEAR ENDED 31st, MARCH 2019 YEAR ENDED 31st,MARCH 2018
Total Revenue 1920.48 3670.29
Profit/(Loss) before taxation 35.52 34.31
Less: Tax Expense 12.33 8.60
Profit/(Loss) after tax 23.19 25.71
Balance Profit / (Loss) C/F to the next year 2163.00 2032.26

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

During the year under review, the turnover of the company has decreased by almost 49% compared to the previous year. And so on, the Profit of the company has also been decreased from Rs. 25,71,315/- to Rs. 23,19,2917/-. That is mainly because company is shifting its focus form gems and jewellary segment to real estate segment. During the year turnover of real estate segment increased and diamond segment decreased.

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 2019.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve Account.

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 the previous year 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

Mr. Aejazahmed Mohammed Husain Puthawala (DIN 07883753) Director of the Company liable to retire at the ensuing Annual General Meeting of the Company and, being eligible, offers himself for re-appointment. Your directors recommend to pass resolution for his appointment.

The Company was in search of suitable candidate for appointment as Whole time director to be appointed under section 203(4) of companies Act 2013 and company had appointed Mr. Aejazahmed Mohammed Husain Puthawala as a whole time director w.e.f.11.06.2019. Your directors recommend to pass resolution at no. 2 & 3 for his appointment.

Ms. Jyoti Krishnaya Shetty has resigned w.e.f. 05.03.2019 and company had appointed Mr. HARSH KULDIP SHAH as a company secretary and compliance officer on 16.04.2019

A brief resume of director(s) seeking appointment at the ensuing Annual General Meeting, nature of his expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ Chairmanship of Committees of Board, as stipulated under Regulations of LODR Regulation, 2015are given at Corporate Governance 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.

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.

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.

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.

SUBSIDIARIES & ASSOCIATE COMPANIES

The Company does not have any subsidiary. Shukra Bullions Limited is an associate company and under the same management.

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 2019 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 controls have been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively.

6. That 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 & Committees, please refer to the corporate governance report, which forms part of this 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. Anilkumar Motilal Patel (DIN: 02476222), Mr. Sandip Kusumchand Shah (DIN: 06637028) and Mrs. Mintu Nileshkumar Shah submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions 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.

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 explained 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.shukraj ewellery.in.)

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are 6 significant and material orders passed by the Courts. The details are given In the MGT 9 under VI No Point.

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-2 in Form AOC-2 and the same forms part of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure A- 1 and forms an integral part of this 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. INE344E1016.

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.in.

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

STATUTORY AUDITORS

M/s. S.K. JHA & CO., Chartered Accountants, Ahmedabad, (having Firm Registration No. 126173W with the Institute of Chartered Accountants of India), were appointed as statutory auditor of the company to hold office from the conclusion of 27th AGM till the conclusion of 32ndAGM 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. S.K. JHA & Co. confirming to the effect that their appointment, would be accordance with the provision of Section 141 of the Companies Act, 2013.

Provision of Company (Amendment) Act 2017 become effective from 7TH May 2018 and thus Board has noted the appointment of auditor made for the period from the conclusion of 27TH Annual General Meeting to Conclusion of 32ND Annual General Meeting and hence there is no change in auditor formal resolution for ratification is not mentioned in the notice.

COST AUDITOR

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014.

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 Dudhatra, Practicing Company Secretary to undertake the Secretarial Audit of the Company.

Report of the secretarial auditor is given as an Annexure A-3 which forms part of this report With reference to qualification stated in Secretarial Audit report, Board reports that during the year under review, company is in process to appoint whole time director as prescribed under section 203(4) of the companies Act, 2013.

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 given in Annexure A-4to this Report.

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

The Company adheres to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance, which forms an integral part of this Report, is set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance.

LISITNG

The Companys Shares are listed on BSE Limited, Mumbai.

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
CFO 150.00%

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- employees. 10

e. The explanation on the relationship between average increase in remuneration and Company performance N.A.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Remuneration given to KMP namely CFO and CS are below the average remuneration the time and contribution given by the KMP can not only measured in terms of percentages. Considering current situation of company and remuneration received by KMP above data are not comparable.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:*

Particular March 31, 2019 March 31, 2018 % Change
Market Capitalization 31.01 CR. 18.12 CR. 71.14%
Price Earnings Ratio 22.85 13.35 71.16%

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

Market Price (BSE) As given below
- -

The Shares of companys are thinly traded and there is no such volumes of trading in the scrip of the company. Company had issued shares before two decades and trading and since then price of the Companys scrip is showing thin trading. Hence the data pertain to above is not comparable.

i. 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:

Comparison of each remuneration of the key managerial personnel against the performance of the Company: As none of the directors is receiving any remuneration, the data is not comparable.

j. The key parameters for any variable component of remuneration availed by the directors: N.A.

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

l. Affirmation that the remuneration is as per the remuneration policy of the Company: none of the directors is receiving any remuneration.

TAXES:

Company is regularly paying Income tax, Sales Tax, and other statutory dues like Provident Fund, ESIC, as applicable. As regard to Service Tax 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 awaiting for final outcome.

MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this Report.

REGISTERED OFFICE: By order of the Board of Directors
PANCHDHARA COMPLEX For SHUKRA JEWELLERY Limited
3RD FLOOR NEAR THE GRAND
BHAGAWATI HOTEL S.G. HIGHWAY
BODAKDEV AHMEDABAD GUJARAT 380054
Sd/-
Chandrakant H Shah
Place :AHMEDABAD Director
Date : 13.08.2019 ( DIN 01188001 )