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Shukra Pharmaceuticals Ltd.

BSE: 524632 Sector: Health care
NSE: N.A. ISIN Code: INE551C01028
BSE 00:00 | 19 Mar 46.75 0
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NSE 05:30 | 01 Jan Shukra Pharmaceuticals Ltd
OPEN 46.80
PREVIOUS CLOSE 46.75
VOLUME 3
52-Week high 61.00
52-Week low 25.80
P/E 10.75
Mkt Cap.(Rs cr) 7
Buy Price 47.20
Buy Qty 94.00
Sell Price 46.80
Sell Qty 545.00
OPEN 46.80
CLOSE 46.75
VOLUME 3
52-Week high 61.00
52-Week low 25.80
P/E 10.75
Mkt Cap.(Rs cr) 7
Buy Price 47.20
Buy Qty 94.00
Sell Price 46.80
Sell Qty 545.00

Shukra Pharmaceuticals Ltd. (SHUKRAPHARMA) - Director Report

Company director report

To The Members Shukra Pharmaceuticals Limited

The Directors' present the 26th Annual report on the business and operationsof your Company for the financial year 2018-19.

1) FINANCIALRESULTS ANDOPERATIONAL REVIEW:

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
(Rs.) (Rs.)
Gross Sales/Income 56596324 53440012
Less Depreciation 9626854 7369370
Profit/(Loss) before Tax 7243648 9496252
Taxes/Deferred Taxes 2623950 4204645
Profit/(Loss) After Taxes 4619698 5256863
P& L Balance b/f 91883435 86626572
Profit/ (Loss) carried to Balance Sheet 96503133 91883435

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OFCOMPANY'SAFFAIR:

During the period under review the Company has been engaged in the business ofmanufacturing and trading of pharmaceuticals formulations drugs on loan license basislaboratory testing and made a profit of Rs. 4619698/-. Your Directors are optimisticabout company's business and hopeful for better performance with increased revenue in nextyear.

3) CHANGEIN THENATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year underreview.

4) DIVIDEND:

Board of Directors of the Company at its meeting held on July 15 2019 inter aliahave recommended a dividend @ Rs. 0.5/ - per Equity Shares i.e. 5% on Equity Sharessubject to approval of members at the ensuing Annual General Meeting.

5) TRANSFEROF UNCLAIMEDDIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

The company does not have any amount which required to be transferred to the InvestorEducation and Protection Fund (IEPF).

6) SEGMENT:

The Company is operating only in two sector i.e. pharmaceutical and Laboratory. Butduring the year the laboratory segment has commenced very minor commercial operation.

7) TRANSFERTO RESERVES:

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 4619698/- has been carried forward tocredit balance of profit & loss account in surplus.

8) CHANGESIN SHARECAPITAL:

The paid up Equity Share Capital of the Company as on March 31 2019 isRs.15656750/-

A) Issueof equity shares withdifferential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issueof sweat equity shares:

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

C) Issueof employee stockoptions:

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 bytrusteesfor the benefitof employees:

The Company has no scheme of provision of money for purchase of its own shares byemployees 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 not borrowed any loan from any Bank or Financial institution during theyear under review.

10) DETAILS PERTAININGTO SHARES IN SUSPENSEACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimedsuspense account. Hence Disclosures with respect to demat suspense account/ unclaimedsuspense account are not required to mention here.

11) MATTERSRELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. Payal Mehta (DIN: 02145421) Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herself for reappointment.

a) Key ManagerialPersonnel:

The following are the Key Managerial Personnel of the Company.

Mr. Dakshesh Shah Managing Director
Ms. Payal Mehta Chief Executive Officer

During the year under review the Company has accepted resignation of Mr. ChandreshPatel and Mrs. Sonal Patel from the post of Director of the Company w.e.f. 13thFebruary 2019 and appointed Mr. Nileshkumar Patel and Ms. Bhoomiben Patel as additionaldirector of the Company w.e.f. 16th January 2019. Further the Company hasaccepted resignation of Mr. Sujay Mehta from the post of Chief Financial Officer (CFO) ofthe Company w.e.f. 13th February 2019. There were no other changes inDirectors and Key Managerial Personnel of the Company.

12) NUMBEROF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company Ahmedabad. The meeting dates aredecided well in advance and the agenda and notes on agenda are circulated in advance tothe directors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.

During the year 2018-19 07 (Seven) Board Meetings were convened and duly held on:

16/04/2018 29/05/2018 14/08/2018 18/09/2018 14/11/2018
16/01/2019 13/02/2019

The Board of Directors of the Company were present at the following Board Meeting heldduring the year under review:

Name ofDirector Board Meeting Held Meetings attended Attendance at last AGM
Dakshesh Rameshchandra Shah 7 7 Yes
Payalben Sujay Mehta 7 7 Yes
Sujay Jyotindra Mehta 7 7 Yes
Chandresh Dashrathbhai Patel# 6 6 Yes
Sonal Chandreshkumar Patel# 6 6 Yes
Nileshkumar Patel* 1 1 No
Bhoomiben Patel* 1 1 No

*appointed on 16/01/2019 #resigned on 13/02/2019

13) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration Committees.

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious 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 theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

14) PARTICULARSOF EMPLOYEES&EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure- A" to the Board's report.

None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

15) EMPLOYEERELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

16) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:

The Company has 01(One) Subsidiary Company named Sukarnov Pharmaceuticals PrivateLimited which has still not commence its operations.

17) CHANGEOF NAME:

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

18) STATUTORY AUDITORS:

The Company's Auditors M/s. B. J. Trivedi & Associates Chartered AccountantsAhmedabad who was appointed in the Annual General Meeting in the year 2016 for a block of5 years until the conclusion of the Annual General Meeting to be held in 2021 subject toratification of their appointment at every annual general meeting. Hence the board hasrecommended to ratify his appointment for FY 2019-20 as they are eligible for theappointment.

The Company has appointed M/s. Soni & Patel Chartered Accountants Ahmedabad asinternal auditors of the company.

19) COST AUDITORS:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 since the cost audit is not applicable to the Company.

20) SECRETARIALAUDIT 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 hasappointed CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-B".

Reply to the qualification Remarks in Secretarial Audit Report:

1. The company is in the process of complying with the requirements of the compositionof the Nomination and Remuneration Committee w.r.t. SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 read with the Companies Act 2013.

2. Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and also submitted to BSE Limited also.

3. The company has paid the renewal fees for obtaining factory license and is in theprocess of obtaining Renewed Factory License.

4. The Company is in process of filing return and maintaining register as mentioned inFactory Act 1948.

5. The company has taken note of non compliances with respect to maintenance ofregisters and returns for Provident Fund and Employee Insurance and shall take necessarysteps to maintain the same in near future.

6. The query as to non-payment of dividend has been complied with in the current year.

7. The company has opened separate bank account as per section 123 of the CompaniesAct 2013 in the current year.

8. The company is in the process of appointment of Company Secretary.

9. The company is in process of filling the form IEPF 2 and also in compliance withsection 96 read with subsection 2 of section 125 of The Companies Act 2013.

10.Due to non commencement of the business of Sukarnov Pharmaceuticals Private Limitedthe board has decided to struck off the Company and hence the consolidated financialstatements has not been filed by the Company. 11. The Company has taken note of theobservation made by the statutory auditors of the Company under section 186 and 189 of theCompanies act 2013 and will undertake to comply the same.

12.The Company has instructed Labour Contractor to get his entity registered withrespective act.

21) RESPONSE TOAUDITOR'S REMARKS:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.

22) INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

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 at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective 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 aswell as those in section 177 of the Companies Act 2013 and include the reviewing ofquarterly half-yearly and annual financial statements before submission to the Boardensure compliance of internal control systems and internal audit timely payment ofstatutory dues and other matters.

During the year under review 4 meetings of the committee were held 29/05/201814/08/2018 14/11/2018 and 13/02/2019. The composition of committee and attendance at itsmeetings is given below:

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 4
4 Mr. Chandresh Patel# Chairman Non-Executive Independent Director 3
5 Mrs. Sonal Patel# Member Non Independent Director 3

*appointed on 16/01/2019 #resigned on 13/02/2019

24) VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The company has adopted a Whistle Blower Policy whichaffords protection and confidentially to Whistle blowers.The Audit Committee Chairman isauthorized to receive Protected Disclosures under this Policy. The Audit Committee is alsoauthorized to supervise the conduct of investigations of any disclosures made whistleblowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31 2019 noProtected Disclosures have been received under this policy.

25) NOMINATIONAND REMUNERATION COMMITTEE:

The Board of Directors of the company have c onstituted a N omination & Remuneration Committee of Directors mainly for the purposes of recommending the Company'spolicy on Remuneration Package for the Managing/Executive Directors reviewing thestructure design and implementation of remuneration policy in respect of key managementpersonnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the yearunder review 2 meetings of the committee were held 16/01/2019 and 13/02/2019. The name ofmembers Chairman and their attendance at the Remuneration Committee Meeting are as underCommittee 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 2
4 Mr. Chandresh Patel# Chairman Non-Executive Independent Director 1
5 Mrs. Sonal Patel# Member Non Independent Director 1

*appointed on 16/01/2019 #resigned on 13/02/2019

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is also available on theCompany's website at www.shukrapharmaceuticals.com

26) STAKEHOLDERSRELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year underreview 4 meetings of the committee were held 17/04/2018 21/07/2018 10/10/2018 and19/01/2019. The name of members Chairman and their attendance at the StakeholdersRelationship 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 1
2 Mr. Nileshkumar Patel* Member Independent Director 1
3 Ms. Payal Sujay Mehta Member Executive Director 4
4 Mr. Chandresh Patel# Chairman Non-Executive Independent Director 3
5 Mrs. Sonal Patel# Member Non Independent Director 3

*appointed on 16/01/2019 #resigned on 13/02/2019

The status of shareholders' complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on 31stMarch 2019 is given below):-

ComplaintsStatus: 01.04.2018 to 31.03.2019
Number of complaints received so far 6
Number of complaints solved 5
Number of pending complaints 1

Compliance Officer:

Mr. Dakshesh Shah is Compliance Officer of the company for the purpose of complyingwith various provisions of Securities and Exchange Board of India (SEBI) ListingAgreement with Stock Exchanges Registrar of Companies and for monitoring the sharetransfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approvedby share transfer committee. Share Transfer requests received in physical form areregistered 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 ofshares:

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 POLICYOFTHECOMPANY:

The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.

28) EXTRACT OF ANNUALRETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "Annexure–C".

29) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THEREPORT:

There is no any Material changes occurred subsequent to the close of the financial yearof 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 ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONSIN FUTURE:

There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theyear under review.

31) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THEFINANCIAL STATEMENTS:

The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.

32) PARTICULARSOF CONTRACTS ORARRANGEMENTS WITHRELATED PARTIES:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

33) PUBLICDEPOSIT:

During the year under review the Company has not accepted any deposits to which theprovisions of section 73 74 of the Companies Act 2013 read with Acceptance of DepositsRules 2014 as amended are applicable.

34) PARTICULARSOF LOANSGUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

35) CORPORATEGOVERNANCE :

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September 2014(Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 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 Worthnot 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 Obligationsand Disclosure Requirements) Regulations 2015 becomes applicable to a company at a laterdate such company shall comply with the requirements of (Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 within six months fromthe 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 31stMarch 2019 and hence Corporate Governance is not applicable to the Company.

36) MANAGEMENT DISCUSSIONAND ANALYSIS:

Management discussion and analysis Report pursuant to Schedule V of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 forms part of this Report andthe same is annexed as "Annexure-D".

37) DETAILOF FRAUD ASPER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March2019. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31st March2019.

38) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.

During the financial year 2018-19 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2019.

39) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-E".

40) CORPORATESOCIAL RESPONSILIBILTY(CSR):

The Provision of Section 135 of the Company Act 2013 are not applicable since thecompany does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.

41) DIRECTORS'RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors made the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year endedMarch 31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2019 and of theprofit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) that the annual financial statements have been prepared on agoing concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively

42) SECRETARIALSTANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.

43) LISTINGWITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 toBSE where the Company's Shares are listed.

44) PREVENTION OF INSIDERTRADING:

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulation2015 which came into effect from May 2015. Pursuant thereto the Company has formulatedand adopted a new code for Prevention of Insider Trading.

The New Code viz. "Code of Internal Procedures and Conduct for regulatingMonitoring and reporting of Trading by Insiders" and "Code of Practices andProcedures for fair Disclosure of Unpublished price Sensitive Information" has beenframed and adopted. The Code requires pre-clearance for dealing in the Company's sharesand prohibits purchase or sale of Company shares by the Directors and designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Company is Responsible forimplementation of the Code.

45) ACKNOWLEDGEMENTS:

The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.

For OnBehalf of Shukra Pharmaceuticals Limited
Date : 14/08/2019 Sd/- Sd/- Sd/-
Place : Ahmedabad DaksheshShah PayalMehta Sujay Mehta
ManagingDirector Director Director
(DIN:00561666) (DIN:02145421) (DIN:02145467)

CEO/CFO Certification

We the undersigned in our respective capacities as Chief Executive Officer and ChiefFinancial Officer of Shukra Pharmaceuticals Limited ("the Company") to the bestof our knowledge and belief certify that:

We Certify that -- a. We have reviewed the financial statements and the cash flowstatement for the year 2018-19 and that to the best of our knowledge and belief:

These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

These statements together present a true and fair view of the Company's affairs and arein compliance with existing accounting standards applicable laws and regulations; b.There are to the best of our knowledge and belief no transactions entered into by theCompany during the year 2018-19 which are fraudulent illegal or violative of theCompany's code of conduct;

c. We accept responsibility for establishing and maintaining internal controls and thatwe have evaluated the effectiveness of the internal control systems of the Company and wehave disclosed to the auditors and the Audit Committee deficiencies in the design oroperation of the internal control if any of which we are aware of and the steps we havetaken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee

Significant changes in internal control over the financial reporting during the year2018-19;

Significant changes in accounting policies during the year 2018-19 and that the samehave been disclosed in the notes to the financial statements; and

Instances of significant fraud of which we have become aware and the therein if anyof the management or an employee having a significant role in the Company's internalcontrol system over the financial reporting.

For On Behalf of Shukra Pharmaceuticals Limited
Date : 14/08/2019 Sd/-
Place : Ahmedabad PayalMehta
Director& CEO
(DIN:02145421)

CERTIFICATE ON FINANCIAL STATEMENTS

To

The Members

Shukra Pharmaceuticals Limited

We have hereby certify that:

1. We have reviewed the financial statements and the cash flow statements of ShukraPharmaceuticals Limited for the financial year 2018-19 and to the best of our knowledgeand belief we state that: a. These statements do not contain any materially untruestatement or omit any material fact or contain statements that might be misleading; b.These statements together present a true and fair view of the Company's affairs for theperiod presented in this report and are in compliance with existing accounting standardsapplicable laws and regulations.

2. There are to the best of our knowledge and belief no transactions entered into bythe Company during the year which are fraudulent illegal or in violation of the Company'sCode of Conduct.

3. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

4. We have indicated to the Auditors and the Audit Committee: a. significant changes ininternal control over financing reporting during the year; b. significant changes inaccounting policies made during the year and that the same have been disclosed suitably inthe notes to the financial statements; and c. that there were no Instances of significantfraud that involves management or other employees who have a significant role in theCompany's internal control system over financial reporting.

By Order of the Board
For Shukra Pharmaceuticals Limited
Sd/-
Date: 14/08/2019 DaksheshShah
Place: Ahmedabad ManagingDirector
DIN: 00561666

ANNEXURE - A

PARTICULARSOF EMPLOYEE

I. INFORMATION AS PER RULE 5(1) OF CHAPTER XIII COMPANIES (APPOINTMENT

ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES2014

Remuneration paid to whole -time directors

Name of the Director and KMP Designation Ratio of remuneration Of each Director / KMP to the Median Remuneration of Employees Percentage Increase in Remuneration in the Financial year2018 -19
Mr Dakshesh Shah Managing Director Nil Nil
Mrs. Payal Mehta Executive Director and CEO 0.93:1 Nil
Mr. Sujay Mehta Executive Director Nil Nil
Mr. Nileshkumar Patel Independent Director # #
Ms. Bhoomiben Patel Independent Director # #
Mr. Chandresh Dashrathlal Patel Independent Director 0.79:1 Nil

# Ratio/Percentage increase in remuneration is not reported as they were holdingrespective office(s) for part of the financial year 2018-19.

Note:

1. Percentage increase in remuneration indicates annual total compensation increase asrecommended by the Nomination and Remuneration Committee and duly approved by the Board ofDirectors of the Company.

II. The percentage increase in the median remuneration of employees in the financialyear 2018-19 was 45.91%.

III. There were 38 permanent employees on the rolls of the Company as on March 312019.

IV. Average percentage increase made in the salaries of employees other than the KMP inthe previous financial year was Nil whereas the average percentage increase inremuneration of the KMP was Nil. The average increase of remuneration every year is anoutcome of the Company's market competitiveness as against similar Companies. The increaseof remuneration this year is a reflection of the compensation philosophy of the Companyand in line with the benchmark results.

V. It is hereby affirmed that the remuneration paid to all the Directors KMPSenior Managerial Personnel and all other employees of the Company during the financialyear ended March 31 2019 were as per the Nomination and Remuneration Policy of theCompany.