shukra pharmaceuticals ltd share price Directors report

To,

The Members

Shukra Pharmaceuticals Limited

The Directors present the 29th Annual report on the business and operations of your Company for the financial year 2021-22.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Amount In Lacs)

Particulars	Year Ended 31.03.2022 (Rs.)	Year Ended 31.03.2021 (Rs.)
Gross Sales/Income	2056.70	1155.23
Less Depreciation	166.21	147.37
Profit/(Loss) before Tax	101.80	9.78
Taxes/Deferred Taxes	26.73	(9.03)
Profit/(Loss) After Taxes	75.07	18.81
P& L Balance b/f	1403.36	1384.55
Profit/ (Loss) carried to Balance Sheet	1478.43	1403.36

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. 75.07 lacs. Your Directors are optimistic about companys business and hopeful of better performance with increased revenue in next year.

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 2021-22, subject to the approval of shareholders in the ensuing Annual General Meeting.

5) 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).

6) 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.

7) 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.75.07/- Lacs has been carried forward to credit balance of profit & loss account in surplus.

8) CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2022 is Rs.1,56,56,750/-

A) Issue of equity shares with differential rights:

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

B) Issue of sweat equity shares:

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

C) Issue of employee stock options:

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

D) 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.

9) FINANCE:

The Company has borrowed loan of Rs.1,10,08,000/-from Bank/Financial institution during the year under review.

10) 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.

11) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Dakshesh Rameshchandra Shah (DIN: 00561666), Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

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

During the year, the following changes occurred in the Composition of Board Directors and KMP due to Appointments and Resignations of Director and KMP:

Name and Designation	Date of Appointment	Date of Resignation
Mr. Nileshkumar Patel (Director)	-	12/02/2022
Mr. Rai Kavoorguthu Konark (Additional Independent Director)	25/08/2022	--

12) 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 2021-22, 04 (Four) Board Meetings were convened and duly held on:

29/06/2021

14/08/2021

30/10/2021

12/02/2022

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
Dakshesh Rameshchandra Shah	4	4	Yes
Payalben Sujay Mehta	4	4	Yes
Sujay Jyotindra Mehta	4	4	Yes
Nileshkumar Patel	4	4	Yes
Bhoomiben Patel	4	4	Yes
Ashvin Trivedi	4	4	Yes

* Nileshkumar Patel resigned w.e.f. 12.02.2022

13) 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 NonIndependent 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.

14) 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.

15) 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.

16) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

17) CHANGE OF NAME:

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

18) 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.

19) 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.

20) 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:

1. 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.

21) RESPONSE TO AUDITORS REMARKS:

There are 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.

22) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:s

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.

23) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 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.

During the year under review, 4 meetings of the committee were held 29/06/2021, 14/08/2021, 30/10/2021 and 12/02/2022. The composition of committee and attendance at its meetings is given below:

Sr. No. Name	Position	Category	Number of meeting Attend
1 Ms. Bhoomiben Patel	Chairman	Non-Executive Independent Director	4
2 Mr. Nileshkumar Patel*	Member	Independent Director	4
3 Ms. Payal Sujay Mehta	Member	Executive Director	4
4 Mr. Ashvin Trivedi #	Member	Non-Executive non Independent Director	-
5 Mr. Rai Kavoorguthu Konark ##	Member	Additional independent Director	-

*Mr. Nilesh kumar Patel resigned from the Directorship of company on 12/02/2022.

# Mr. Ashvin Trivedi was appointed as member in the Committee w.e.f. 12/02/2022 and resigned on 25/08/2022 ##Mr. Rai Kavoorguthu Konark was appointed as member in the Committee w.e.f. 25/08/2022

24) 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, 2022, no Protected Disclosures have been received under this policy.

25) 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 3 Members. During the year under review, 01 meetings of the committee were held 12/02/2022. 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
1 Ms. Bhoomiben Patel	Chairman	Non-Executive Independent Director	1
2 Mr. Nileshkumar Patel*	Member	Independent Director	1
3 Ms. Payal Sujay Mehta	Member	Executive Director	1
4 Mr. Ashvin Trivedi #	Member	Non-Executive, non independent director Director
5 Mr. Rai Kavoorguthu Konark	Member	Additional independent Director	-

*Mr. Nilesh kumar Patel resigned from the Directorship of company on 12/02/2022.

# Mr. Ashvin Trivedi was appointed as member in the Committee w.e.f. 12/02/2022 and resigned on 25/08/2022 ##Mr. Rai Kavoorguthu Konark was appointed as member in the Committee w.e.f. 25/08/2022

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selectiot 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

26) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Members. During the year under review, 4 meetings of the committee were held 20/04/2021, 21/07/2021, 05/10/2021 and 08/01/2022. 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
1 Ms. Bhoomiben Patel	Chairman	Non-Executive Independent Director	4
2 Mr. Nileshkumar Patel*	Member	Independent Director	4
3 Ms. Payal Sujay Mehta	Member	Executive Director	4
4 Mr. Ashvin Trivedi #	Member	Non- Executive Director non independent director	-
5 Mr. Rai Kavoorguthu Konark	Member	Additional independent Director

*Mr. Nilesh kumar Patel resigned from the Directorship of company on 12/02/2022.

# Mr. Ashvin Trivedi was appointed as member in the Committee w.e.f. 12/02/2022 and resigned on 25/08/2022

##Mr. Rai Kavoorguthu Konark was appointed as member in the Committee w.e.f. 25/08/2022

The status of shareholders complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on 31st March, 2022 is given below):-

Complaints Status: 01.04.2021 to 31.03.2022
Number of complaints received so far	0
Number of complaints solved	0
Number of pending complaints	0

Compliance Officer:

Ms. Arpita Kabra is appointed as a Compliance Officer of the company w.e.f. 04th January, 2021 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

27) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT 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.

28) EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return of the Company as on March 31, 2022 is available on the Companys website and can be accessed at www.shukrapharmaceuticals.com.

29) 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:

During the period the Board of Directors of the company has considered and approved raising of funds by way of offer and issue of equity shares to the existing members of the Company on rights basis (Rights Issue), at such price and right entitlement ratio as may be decided by the Board, for an amount aggregating up to Rs. 19 crores, subject to necessary approvals and consent as may be necessary/required for compliance of applicable laws, including the provisions of the SEBI (ICDR) Regulations, 2018, as amended, the SEBI (LODR) Regulations, 2015, as amended and the Companies Act, 2013 as amended.

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

30) 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.

31) 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 under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

32) 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.

33) 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.

34) 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.

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

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

36) CORPORATE GOVERNANCE:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th 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 31st March, 2022 and hence Corporate Governance is not applicable to the Company.

37) 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".

38) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March, 2022. 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, 2022.

39) 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 2021-22, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2022.

40) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on 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 annexed herewith as "Annexure-D".

41) 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.

42) 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, 2022, 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, 2022 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

43) 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.

44) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 to BSE where the Companys Shares are listed.

45) 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.

46) ACKNOWLEDGEMENTS:

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

		For On Behalf of Shukra Pharmaceuticals Limited
Date : 01.09.2022
Place : Ahmedabad
	SD/-	SD/-	SD/-
	Dakshesh Shah	Payal Mehta	Arpita Kabra
	Managing Director	Director	Company Secretary
	(DIN: 00561666)	(DIN: 02145421)	& Compliance Officer