Shukra Jewellery Limited
Your Directors have great pleasure in presenting their 25 th Annual Reporttogether with the Audited Financial Statements for the year ended March 31st2016.
1. FINANCIALRESULTS OR PERFORMANCE OF THE COMPANY (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
| ||Rs. in Lacs ||Rs. in Lacs |
|Sales & Other Income ||2827.76 ||2426.69 |
|Other Income ||2.16 ||1.43 |
|Total Expenditure ||2796.84 ||2390.33 |
|Interest Cost ||0.00 ||0.00 |
|Profit before depreciation ||33.08 ||37.79 |
|Depreciation ||30.39 ||36.10 |
|Profit / (Loss) before tax and appropriations ||2.69 ||1.69 |
|Provision For Tax ||(051) ||(0.87) |
|Differed Tax ||(115) ||31.80 |
|Profit / (Loss) after tax ||1.03 ||32.62 |
|Add : Balance brought forward from previous year ||0.00 ||0.00 |
|Profit / (Loss) available for disposal ||0.00 ||0.00 |
|Proposed Dividend ||0.00 ||0.00 |
|Corporate Tax on Proposed Dividend ||0.00 ||0.00 |
|Transfer to / (From) General Reserve ||1.03 ||32.62 |
|Profit carried forward ||0.00 ||0.00 |
During the year under review the Company has achieved turnover of Rs. 28.28 Crores asCompare to Rs. 24.26 Crores during the last year. The Management is taking appropriatesteps to improve Company's bottom line.
3. CURRENT YEAR OUT LOOK
The Company is planning to participate /visit various jewellery shows domestic as wellas aboard. Barring unforeseen circumstances the management is hopeful of achieving higherturnover during the year.
Company has already started Real Estate Business along with existing business. Companyhave already commenced development of 2 projects namely SHANTI SHUKRA at Ahmedabad andSHUBH SHUKRA at Visnagar.
No Dividend has been recommended by the Board as there was no sufficient profit in theCompany during the year.
5. 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
6. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity share Capital as at March 31st 2016 was Rs.135728000 /- divided into 13572800 Equity shares having face value of Rs. 10 /-each fully paid up. During the year under review the Company has not issued any shareswith differential voting rights nor granted any stock neither options nor sweat equity.
7. SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any subsidiary but has Associate Company.
8. BOARD OF DIRECTORS/KEY MANAGERIAL PERSONAL:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Saurabh C. Shah Director Din No. (01998899)ofthe Company retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment.
Mr. Anilkumar Motilal Patel Mr. Ramji Khimabhai Rajput and Mr. Sandip Kusumchand Shahwere appointed as an Independent Director for one term of 5 years with effect from April 1st2016.
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 have the following persons as the KeyManagerial Personnel.
Mr. Chandrakant Himmatlal Shah (Chairmen) Mrs. Mayuri Chandrakant Shah(Whole TimeDirector) Mr. Gaurav Shah(Chief Financial Officer) & Mr. Tejas C. Trivedi (CompanySecretary).
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm 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 individualindependent and Non independent Directors was evaluated by the entire Board of Directors(excluding the Director being evaluated) on various parameters like engagement analysisdecision making communication and interest of stakeholders. The Board of Directorsexpressed its satisfaction with the performance of the Board its committees andindividual 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 Year2015-16 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 (www.shukrajewellery.in)
16. RELATED PARTY TRANSACTIONS:
During the year under review the Company has 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 not applicable as 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. INE344E1016.
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 has been posted on the Company's website www.shukraiewellery.in.
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 onSeptember 30th 2015 to hold office until the conclusion of the thirdconsecutive AGM are recommended for ratification of appointment for the Financial Year2016-17. As required under the provisions of Section 139 of the Companies Act 2013 theCompany has obtained certificate from M/s. S.K. JHA & Co. confirming to theeffect that if they are re-appointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.
24. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed Virendra G. Bhatt Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure 'D' and forms an integral part to this Report.
25. AUDITOR'S / SECRETARIAL AUDOTORS OBERSERVATIONS
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.
The Company is in the Process of Filing of MGT10. It will be filed in current month.
26. COST AUDITORS
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.
The Internal Audit Department monitors 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 recommendations along with corrective actions thereon are presented tothe Audit 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 Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance.
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 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 email address in respect of electronic holdings with their concerned depositaryparticipants and/or with the Company
35. PARTICULARS OF EMPLOYEES:
There were 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.
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 impressive growth achieved through the competence hard work solidaritycooperation and support of employees at all levels.
|REGISTERED OFFICE: ||By order of the Board of Directors |
|Panchdhara Complex 3rd Floor ||For Shukra Jewellery Limited |
|Near The Grand Bhagwati Hotel ||Sd/- |
|S .G. Highway Bodakdev ||(Chanrakant H Shah) |
|Ahmedabad-380054 (Gujarat) ||Chairman (DIN 01188001) |
|Date: 12.08.2016 || |
|Place: Mumbai || |