Shukra Bullions Ltd.
|BSE: 531506||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE561E01015|
|BSE LIVE 15:15 | 14 Mar||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Shukra Bullions Ltd. (SHUKRABULLIONS) - Director Report
Company director report
Shukra Bullions Limited
Your Directors have pleasure in presenting their 22ndAnnual Report together with theAudited Financial Statements for the year ended March 31 2016.
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. 7.76 Crore asCompare to Rs. 3.90 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 export orders with international buyers andmanagement is hopeful to achieve higher turnover during the year. Company has entered into Real Estate business along with existing business. Company is negotiating for land atAhmedabad for development.
Company has shifted his registered office from Chirag Industrial Complex GoldenIndustrial Estate Somnath Road Daman (U.T.) 396210 to 232 2nd Floor Panchratna OperaHouse Mumbai 400004 (Maharashtra).
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 2016 was Rs. 50153000 /- dividedinto 5015300 Equity Shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any share with differential voting rightsnot 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 but has Associate Company.
8. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Saurabh C. Shah Din No. (01948899 ) of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment
Mr. AnilkumarMotilal Patel Mr. RamjiKhimabhai Rajput and Mr. SandipKusumchand Shahwere appointed as an Independent Director for one term of 5 years with effect from April1st 2016 .
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.
During the year under review the Company has appointed the following persons as theKey Managerial Personnel.
Mr. Rahul R. Shinde (Company Secretary and Compliance Officer).
DIRECTORS' RESPONSIBLITY STATEMENT
As required under the provisions of Section 134 of the Companies Act 2013 yourDirector's report 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 Boards functioning composition of the Board andits Committees culture execution and performance of specific duties remunerationobligations and governance.
Similarly the performance of various committees individual independent and Nonindependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
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 Year2015-16 forms a part of the Corporate Governance Report.
13. AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and Corporate Governancethe Company has constituted an Audit Committee comprising of Independent and NonIndependent Directors. The Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board. The details of the terms of audit committee andother 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 (www.shukrabullions.in)
16. RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered into any transactions withrelated parties which were not on arms length basis or which could be consideredmaterial in accordance with policy of the Company on materiality of related partytransactions. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable as given asper 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'andforms an integral part of this Report.
21. DEPOSITORY SERVICES:
The Companys 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 & integrity .The code of conduct is available on the companys website
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 fourth consecutive AGM arerecommended for ratification of appointment for the Financial Year 2016-17. As requiredunder the provisions of Section 139 of the Companies Act 2013 the Company has obtainedwritten confirmation from M/s. S.K. JHA & Co. that their appointment if madewould be in conformity with the limits specified in the said Section.
24. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethere under 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.
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Company is in the process of appointment of Internal Auditor it will fulfill thevacancy during the Current Financial Year.
MANAGING DIRECTOR/WHOLE TIME DIRECTOR
The Company is in the process of appointment of Whole Time Director it will fulfillthe vacancy during the Current Financial Year.
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 Year2015-16 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 Chairman of the Audit Committee of the Board /and to theChairman & Managing Director.
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 ofIndias 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 Companys 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 recent Circular No. 17/2011dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry ofCorporate Affairs allowing paperless compliances and also service of notice/documents (including annual report) thorough electronic mode to its members. To support this greeninitiative of the Central Government in full measure. We hereby once again appeal to allthose members who have not registered e-mail address so far are requested to registertheir e-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 Companys Shares are listed on BSE Limited Mumbai.
Your Directors would like to express their sincere appreciation to the companysShareholders 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 impressive growth achieved through the competence hard work solidaritycooperation and support of employees at all levels.