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Shukra Bullions Ltd.

BSE: 531506 Sector: Consumer
NSE: N.A. ISIN Code: INE561E01015
BSE 00:00 | 10 Oct Shukra Bullions Ltd
NSE 05:30 | 01 Jan Shukra Bullions Ltd
OPEN 17.00
PREVIOUS CLOSE 17.00
VOLUME 10
52-Week high 17.00
52-Week low 17.00
P/E 425.00
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.15
Sell Qty 140.00
OPEN 17.00
CLOSE 17.00
VOLUME 10
52-Week high 17.00
52-Week low 17.00
P/E 425.00
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.15
Sell Qty 140.00

Shukra Bullions Ltd. (SHUKRABULLIONS) - Director Report

Company director report

To

Dear Shareholders

The Directors of your Company have pleasure in submitting their Twenty Fifth AnnualReport together with the Audited Financial Statements for the year ended on 31st March2019.

FINANCIAL HIGHLIGHTS

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

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Rs. In Lakh Rs. In Lakh
Total Revenue 364.73 467.82
Profit /(Loss) before taxation 2.22 2.46
Less: Tax Expense 0.71 0.96
Profit/(Loss) after tax 1.51 1.50
Balance Profit / (Loss) C/F to the next year (135.29) (256.03)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review the turnover of the company is decreased from Rs.46657224/- to Rs. 36473929/- which shows almost 21.83 % decrease compared to previousyear. Despite of decrease in the turnover in the current financial year company managedto retain profit margin and the Profit of the company has been same compared to theprevious year. This is mainly because of decrease in purchase of stock in trade andchanges in inventories of the company compared to the previous year. Barring unforeseenevents your director expects to achieve good results in the coming years in the samefield of operation.

DIVIDEND

In view of requirement of financial resources and considering the future requirementsof funds your Directors are unable to recommend any Dividend for the year ended 31stMarch 2019.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve Account.

BUSINESS

The company is working very hard to sustain and accelerate its growth in thecompetitive market as well as to provide better result than earlier years. To achieve thegoals of the company by increased activities expansions the Company is planning toparticipate/visit various jewellery shows domestic as well as aboard. Company isnegotiating for export orders with international buyers and management is hopeful toachieve higher turnover during the year. Company is entered in Real Estate Business alongwith existing Gems & Jewellery Business. And for this purpose Company had acquiredland at Ahmedabad.

BOARD OF DIRECTORS

During the year under review there is no change in composition of Board of DirectorsMr. AEJAZAHMED MOHAMMED HUSAIN PUTHAWALA had resigned as Whole time Directors with effectfrom 11th June 2019 and continue to serve as non-executive director. Company isin process of appointment of executive director once the recommendation received fromNomination and Remuneration Committee Board will appoint the Executive Director.

Mrs. Mayuri Chandrakant Shah Director of the Company liable to retire at the ensuingAnnual General Meeting of the Company and being eligible offers herself forre-appointment. Your directors recommend to pass resolution for his appointment.

A brief resume of director(s) seeking appointments at the ensuing Annual GeneralMeeting nature of their expertise in specific functional areas and name of companies inwhich they hold directorship and/or membership/ Chairmanship of Committees of Board asstipulated under Regulations of LODR Regulation 2015 are given at Corporate Governancethe Annual Report.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

SHARE CAPITAL OF THE COMPANY

The Paid up Equity Share Capital as at 31st March 2019 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 nor sweat equity.

AUDITORS' REPORT

In the opinion of the directors the notes to the accounts are self-explanatory andadequately explained the matters which are dealt with by the auditors.

SUBSIDIARIES & ASSOCIATE COMPANIES

The Company does not have any subsidiary but is an Associate Company of ShukraJewellery Limited.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm:

1. That In the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures.

2. That such accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on 31stMarch 2019 and of the profit of the Company for that period.

3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 control has been laid down to be followed by the Company andthat such internal financial controls are adequate and operating effectively.

6. Those proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Details of risk management committee are given under the Corporate Governance reportwhich is forming part of this report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

For details of the meetings of the board please refer to the corporate governancereport which forms part of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport 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 April1 2014 Mr. Anil Kumar Motilal Patel (DIN: 02476222) Mr. Sandip Kusumchand Shah (DIN:06637028) and Mrs. Mintu Nileshkumar Shah submitted their disclosures to the Board thatthey fulfill all the requirements as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and under SEBI (Listing Obligations and DisclosureRequirements) 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 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.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year2018-19 given under the head of the Corporate Governance Report.

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 given in the Corporate Governance Report.

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.

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.com)

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loans if any made by the Company are within the limits prescribed u/s 186 of theCompanies Act 2013 and no guarantee or security is provided by the company.

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there are no significant and material orders passed by theRegulators or Courts that would impact the going status of the Company and its futureoperations.

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 inAnnexure A-2 in Form AOC-2 and the same forming's part of this report.

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 are included in this Report as Annexure A-1and forms an integral part of this Report.

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.

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.

STATUTORY AUDITORS

M/s. S.K. JHA & CO. Chartered Accountants Ahmedabad (having Firm RegistrationNo. 126173W with the Institute of Chartered Accountants of India) were appointed asstatutory auditor of the company at the 24th annual general meeting of members of thecompany held on 27th September 2018 to hold office from the conclusion of 24thAGM till the conclusion of 29thAGM on such remuneration as may be agreed uponby the Audit Committee/Board of Directors in consultation with the Statutory Auditors. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. S.K. JHA & Co. confirming to the effect thatif they are re-appointed it would be accordance with the provision of Section 141 of theCompanies Act 2013.

Provision of Company(Amendment) Act 2017 become effective from 7th May 2018and thus Board has noted the appointment of auditor made for the period from theConclusion of 24th AGM till the to Conclusion of 29th AGM and hencethere is no change in auditor format resolution for ratification is not mentioned in thenotice.

COST AUDITOR

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

AUDITORS' REPORT SECRETARIAL AUDIT AND OBSERVATIONS

The observation of the auditors contained in their report have been adequately dealtwith in the notes to the accounts which are self-explanatory and therefore does not callfor any further comment.

Pursuant to the provisions of Section 204 of Companies Act 2013 and rules made thereunder the Company has appointed CS Kishor Dudhatra Practicing Company Secretary toundertake the Secretarial Audit of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS 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 A-4 to this Report.

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.

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 performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and nonexecutivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe 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 ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance which form an integral part of this Report is set outseparately together with the Certificate from the Auditors of the Company regardingcompliance with the requirements of Corporate Governance.

LISITNG

The Company's 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 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".

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees 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 anyremuneration hence the data are not comparable.

b. The percentage increase in remuneration of each director chief executive officerchief 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 98.61%

c. The percentage increase in the median remuneration of employees in the financialyear-. N.A.

d. The number of permanent employees on the rolls of Company- 10

The explanation on the relationship between average increase in remuneration andCompany performance: N.A.

e. Comparison of the remuneration of the key managerial personnel against theperformance of the Company: Remuneration given to KMP namely CFO and CS are below theaverage remuneration the time and contribution given by the KMP can not only measured interms of percentages. Considering current situation of company and remuneration receivedby KMP above data are not comparable.

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

Particular March 31 2019 March 31 2018 % Change
Market Capitalization 8.53 Cr. 4.01 CR. 112.72%
Price Earnings Ratio 17.00 8.00 112.50%

g. Percentage increase over decrease in the market quotations of the shares of theCompany 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 Companies 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.

h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable

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

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

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

l. Affirmation that the remuneration is as per the remuneration policy of the Company: noneof the directors is receiving any remuneration.

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

Market Price (BSE) As given below
- -

TAXES:

Company is regularly paying Income tax Sales Tax and other statutory dues likeProvident Fund ESIC as applicable. As regard to Service Tax appropriate provision andtreatments have been made as per law. Details of the payment refund and appeals anddisputed amount have been adequately provided in audit report and the same areself-explanatory and the amount of dispute is being dealt with various authorities andawaiting for final outcome.

MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this Report.

REGISTERED OFFICE: By order of the Board of Directors
2322nd Floor Panchratna For Shukra Bullions Limited
M.P.Marg Opera House
Girgaon Mumbai-400004 Sd/-
Chandrakant H Shah
Place : Mumbai Director
Date :13.08.2019 (DIN 01188001)