Shukra Bullions Ltd.
|BSE: 531506||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE561E01015|
|BSE 15:14 | 10 Oct||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531506||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE561E01015|
|BSE 15:14 | 10 Oct||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Shukra Bullions Limited
Your Directors have pleasure in presenting their 23rd Annual Report togetherwith the Audited Financial Statements for the year ended March 31 2017.
1. FINANCIAL RESULTS OR PERFORMANCE OF THE COMPANY (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
During the year under review the Company has achieved turnover of Rs. 5.53 Crore asCompare to Rs. 7.76 Crore during the last year. The Management is taking appropriate stepto improve Company bottom line.
3. CURRENT YEAR OUT LOOK
The Company is planning to participate /visit various jewellery shows domestic as wellas aboard. Company is negotiating for orders with buyers and management is hopeful toachieve higher turnover during the year.
Company also planning to start Real Estate Development Business in Commercial andIndustrial segment.
No Dividend has been recommended by the Board as there was not sufficient profit in theCompany during the year.
5. SHARE CAPITAL OF THE COMPANY
The Paid up Equity Share Capital as at 31st March 2017 was Rs. 50153000 /-divided into 5015300 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 differentialvoting rights not granted any stock neither option not sweat equity.
6. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this Report.
7. SUBSIDIARIES & ASSOCIATE COMPANIES
The Company does not have any subsidiary. Shukra Jewellery Limited is a Company underthe same management.
8. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Mayuri C Shah Din No. (01188108) of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers herself for re-appointment
Mr. Ramji Khimibhai Rajput has resigned from the post of Independent Director w.e.f30.05.2017 and Mrs. Mintu Nilesh Shah (DIN: 07831552) was appointed additional Independentdirector of the Company w.e.f. 30.05.2017. Mrs. Mintu Nilesh Shah is appointed as anIndependent Director for one term of 5 years with effect from May 30th 2017 .
Mr. Saurabh Chandrakant Shah has resigned from the Post of Whole Time Director w.e.f.24th July2017 and Mr. Aejazahmed Mohammed Hussain Puthawala was appointed as aAdditional Director w.e.f. 24th July 2017 till the upcoming Annual GeneralMeeting.
Mrs. Kejal Gaurav Shah has resigned from post of Chief Financial Officer of the Companyw.e.f. 24th July 2017 and Mr. Prashant Sureshbhai Gunjal was appointed as aChief Financial Officer of the Company w.e.f. 24th July 2017.
All Independent Directors have given declarations that they meet criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company have the following persons as the Key Managerial Personnel.
DIRECTORS' RESPONSIBLITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act 2013 your Director'sreport that:
i. In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure if any';
ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;.
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities
iv. The Directors had prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance. Similarly the performance of various committees individualand Non independent Directors was evaluated by the entire Board of Directors (excludingthe Director being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders The Board of Directors expressed itssatisfaction with the performance of the Board its committees and individual directors.
10. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
11. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013
The Company has received the disclosure in Form DIR-8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The details of the number of meetings of the Board held during the Financial Year2016-17 forms a part of the Corporate Governance Report.
13. AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations 2015and Companies Act 2013 the Company has constituted an Audit Committee comprising ofIndependent and Non Independent Directors. The Audit Committee acts in accordance with theterms of reference specified from time to time by the Board. The details of the terms ofaudit committee and other details are explained in the Corporate Governance Report.
14. REMUNERATION & NOMINATION COMMITTEE:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy lays down the criteria for selection and appointment of Board Members. Thedetails of the policy are explained in the Corporate Governance Report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company fwww.shukrabullions.com)
16. RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered into any transactions withrelated parties which were not on arm's length basis or which could be considered materialin accordance with policy of the Company on materiality of related party transactions.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC 2 is given as per Annexure 'A'.
Further there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.
17. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There is no loan given investment made guarantee given or security provided by theCompany to any entity covered under Section 186 of Companies Act 2013.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.
20. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure 'B'and forms an integral part of this Report.
21. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of theNational 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 theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE561E01015.
Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.
22. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicableLaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. Thecode of conduct is available on the company's website www.shukrabullions.com
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
23. STATUTORY AUDITORS:
M/s. S.K. JHA & Co Chartered Accountants Ahmedabad (Firm Registration No.126173W) were appointed as the Statutory Auditors of the Company at the AGM held on 28thSeptember 2015 to hold office until the conclusion of the third consecutive AGM arerecommended for ratification of appointment for the Financial Year 2017-18. As requiredunder the provisions of Section 139 of the Companies Act 2013 the Company has obtainedwritten confirmation from M/s. S.K. JHA & Co. confirming to the effect that ifthey are re-appointed it would be accordance with the provision of Section 141 of theCompanies Act 2013. Board recommends to ratify the appointment.
24. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. Virendra G. Bhatt of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith as Annexure 'D' and forms an integral part to this Report.
25. AUDITORS / SECRETARIAL AUDITORS OBERVATIONS
The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.
The observations of the secretarial auditors are self-explanatory and therefore do notcall for any further comment.
26. COST AUDITOR
The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendments Rules 2014 as the turnover of the Company for the Financial Year2016-17 was below 35 crores.
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee of the Board /and to theChairperson.
The Internal Audit Department monitor and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthen the controls Significant auditobservations and recommendation along with corrective actions thereon are presented to theAudit Committee of the Board.
29. ENVIRONMENT & ENERGY CONSERVATION:
Efforts for control of Environment and Conservation of energy are an on-going processin your Company. As required by the Company's (Disclosure of Particulars in the Report ofBoard of Directors) Rules 1988 relevant data pertaining to conservation of energytechnology absorption and Foreign Exchange Earnings and Outgo are given in the prescribedformat as per Annexure to this Report.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. The Company has implemented several best corporate governance practices.
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in schedule V of SEBI ( Listing Obligations andDisclosure Requirement ) Regulations 2015 .
31. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure 'C' to thisReport.
32. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHHIBITION &REDRESSAL) ACT 2013
The company has a policy on prevention prohibition & redressal of sexualHarassment at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "The sexual Harassment of women at workplace (Prevention prohibition and Redressal) Act 2013" .
33. ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.
34. GREEN INITIATIVE
Your Directors would like to draw your attention to the Circular No. 17/2011 dated21.04.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry of CorporateAffairs allowing paperless compliances and also service of notice/documents ( includingannual report) thorough electronic mode to its members. To support this green initiativeof the Central Government in full measure. We hereby once again appeal to all thosemembers who have not registered e-mail address so far are requested to register theire-mail address in respect of electronic holdings with their concerned depositaryparticipants and/or with the Company.
35. PARTICULARS OF EMPLOYEES:
There are no employees during the year covered under Section 197 of the companies Act2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014.
The Company's Shares are listed on BSE Limited Mumbai.
a. Variation in the market capitalization of the Company price earnings ratio as atthe closing date of current financial year and previous financial year.
b. Percentage increase or decrease in the market quotations of the share of the CompanyIn comparison to the rate at which the Company came out with the last public offer.
The shares of Company's are thinly traded and there is no such volumes of trading inthe scrip of the company. Company had issued shares before two decades the trading andsince then price of the Company's scrip is showing thin trading. Hence the data pertain toabove is not comparable.
Your Directors would like to express their sincere appreciation to the company'sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. Your Directors also wish to place on record theirappreciation for the competence hard work solidarity cooperation and support ofemployees at all levels.
ANNEXURE C' TO THE BOARD REPORT
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
CONSERVATION OF ENERGY
The company's operations involve very low energy consumption whenever possiblemeasures have already been implemented. The measures set out above do not have anysignificant impact on the overall cost of the production.
No technology has been imported during the year.
FOREIGN EXCHANGE EARNING/OUTGO
The Company mainline of Business is the manufacturing of Diamond Studded GoldJewellery Trading in Cut & Polished Diamond & Real Estate Development Business.