| The Directors have pleasure in presenting their 21st Annual Report
with the Audited Accounts for the year ended March 31, 2015.
1. FINANCIAL RESULTS OR PERFORMANCE OF THE COMPANY(Standalone)
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
FINANCIAL RESULTS:
Particulars Year ended Year ended
31.03.2015 31.03.2014
Rs. In Lacs Rs. In Lacs
Sales & Other Income 390.01 366.10
Other Income 0.00 0.00
Total Expenditure 382.29 364.99
Interest Cost 0.00 0.00
Profit before depreciation 7.72 1.11
Depreciation 6.42 0.00
Profit / (Loss) before
tax and appropriations 1.30 1.11
Provision For Tax 0.98 0.22
Differed Tax Assist/Liability 0.29 (0.34)
Profit / (Loss) after tax 0.61 0.55
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 0.61 0.55
Profit carried forward 0.00 0.00
2. OPERATIONS
During the year under review the Company has achieved turnover of Rs.
3.90 Crore as Compare to Rs. 3.66 Crore during the last year. The
Management is taking appropriate step to improve Company bottom line.
3. CURRENT YEAR OUT LOOK
Company is negotiating for export orders with international buyers and
management is hopeful to achieve higher turnover during the year.
4. DIVIDEND
No Dividend has been recommended by the Board as there was not
sufficient profit in the Company during the year.
5. SHARE CAPITAL OF THE COMPANY
The Paid up Equity Share Capital as at 31st March 2015 was Rs.
50,15,3000 /- divided into 50,15,300 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 differential voting 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 Company occurred between the end of the financial year to which
this financial statements relate on the date of this Report.
7. SUBIDIARIES & ASSOCIATE COMPANIES
The Company does not have any subsidiary but has Associate Company.
8. BOARD OF DIRECTORS:
Mrs. Mayuri C. Shah Whole Time Director Din (01188108) of the Company
hold office up to the ensuing AGM and being eligible have offered
herself for re-appointment to the office of the Director and in terms
of Section 160 of the Companies Act, 2013.
D)RECTORS' RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Companies Act,
2013, your Directors report that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departure, if any;
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are
adequate and were operating effectively
vi. The Directors had devised proper systems to ensure compliance with
the provisions of 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 Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
10. KEY MANAGERIAL PERSONNEL:
During the year under review, the Company has appointed the following
persons as the Key Managerial Personnel.
Sr. Name of the Person Designation
No.
1. Mr. Kejal Shah Chief Financial Officer
2. Mr. Mangesh Kolwadkar Compliance Officer
11. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors submitted their disclosures to the Board that
they fulfill all the requirements as stipulated in Section 149(6) of
the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013
and the relevant rules as per the Listing Agreement
12. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013
The Company has received the disclosure in Form DIR-8 from its
Directors being appointed or re-appointed and has noted that none of
the Directors are disqualified under Section 164(2) of the Companies
Act, 2013 read with Rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The details of the number of meetings of the Board held during the
Financial Year 2014-15 forms a part of the Corporate Governance Report
14. AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee
comprising of Independent Directors. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board. The details of the terms of audit committee and other
details are explained in the Corporate Governance Report
15. REMUNERATION & NOMINATION COMMITTEE:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. The policy lays down the criteria for
selection and appointment of Board Members. The details of the policy
are explained in the Corporate Governance Report
16.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The
Vigil Mechanism /Whistle Blower policy has been posted on the website
of the Company (www.shukrabullions.in )
17. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arms length basis and were in the ordinary
course of the business and that the provisions of Section 188 of the
Companies Act, 2013 are not attracted.
The disclosure in Form AOC-2 is given as per Annexure 'A. Further,
there are no materially significant related party transactions made by
the company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of
the company at large.
All related party transactions are placed before the Audit Committee
and also before the Board for their approval in accordance with the
Policy on Related Party Transactions formulated by the Board of
Directors of the Company and has been posted on the website of the
Company (www.shukrabullions.in). Omnibus approval was obtained on
quarterly basis for transactions which are of repetitive nature.
18. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There is no loan given, investment made, guarantee given or security
provided by the Company to any entity covered under Section 186 of
Companies Act, 2013.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators
or Courts that would impact the going status of the Company and its
future operations.
21. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9, as required under Section 92 of the Companies Act, 2013, is
included in this Report as Annexure 'B' and forms an integral part of
this Report.
22. DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository
mechanism of the National 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 the Company in a
dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE561E01015.
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
23. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors, Senior
Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability
and integrity. The Code has been posted on the Companys website
www.shukrabullions.in
All the Board Members and Senior Management Personnel have confirmed
compliance with the Code.
24. 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 26th September, 2014 to hold office until the
conclusion of the third consecutive AGM, are recommended for
ratification of appointment for the Financial Year 2015-16. As required
under the provisions of Section 139 of the Companies Act, 2013, the
Company has obtained written confirmation from M/s. S.K. JHA & Co. that
their appointment, if made, would be in conformity with the limits
specified in the said Section.
25. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Rules made thereunder, the company has appointed M/s. Virendra G.
Bhatt of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith
as Annexure 'E' and forms an integral part to this Report.
26. AUD)TOR'S / SECRETAR)AL AUD)TOR'S OBERVAT)ONS
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts which are
self-explanatory and, therefore, do not call for any further comments.
INTERNAL AUDITOR
The size of operation of the Company is very small, it is no viable to
appoint internal auditor but the company has established the Internal
control system.
COMPANY SECRETARY
The Company has availed the service of Practicing Company Secretary
advising on compliance of Companies Act 2013 and SEBI Act and Rules
made there under.
WHOLE TIME DIRECTORS
Chandrakant Himmatlal Shah and Mayuri Shah are whole time directors of
Shukra Jewellery Limited as well as Shukra Bullions Limited and they
will be ceased to be Whole time Directors from Shukra Bullions Limited
within a Six Month Period and will remain whole time Directors in
Shukra Jewellery Limited Only.
LATEST INFORMATION ON THE WEBSITE OF THE COMPANY
The Company has uploaded time to time latest information on the Company
Web-Site.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS
COST AUDITORS
The Company is not required to maintain cost records as per the
Companies (Cost Records and Audit) Amendments Rules, 2014 as the
turnover of the Company for the Financial Year 2013-14 was below 35
crores.
SHARES
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
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined by the Audit Committee. To maintain
its objectivity and independence, the Internal Audit function reports
to the Chairman of the Audit Committee of the Board /and to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function, the Company undertakes
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the
Board.
28. ENVIRONMENT & ENERGY CONSERVATION:
Efforts for control of Environment and Conservation of energy are an
on-going process in your Company. As required by the Companys
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 relevant data pertaining to conservation of energy, technology,
absorption and Foreign Exchange Earnings and Outgo are given in the
prescribed format as per Annexure to this Report.
29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and
Exchange Board of Indias Corporate Governance practices and have
implemented all the stipulations prescribed. The Company has
implemented several best corporate governance practices.
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the Auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement
30. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of
the Companies Act, 2013, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in Annexure 'C to this Report
31. 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 ensure safety of all concerned, compliances,
environmental regulations and preservation of natural resources at the
Plant
32. GREEN INITIATIVE
Your Directors would like to draw your attention to the recent Circular
No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011
issued by the Ministry of Corporate Affairs allowing paperless
compliances and also service of notice/documents ( including annual
report) thorough electronic mode to its members. To support this green
initiative of the Central Government in full measure. We hereby once
again appeal to all those members who have not registered e-mail
address so far are requested to register their e- mail address in
respect of electronic holdings with their concerned depositary
participants and/or with the Company
33. PARTICULARS OF EMPLOYEES:
There are no employees whom payments as per Section 197 of the
companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial personnel) Rules, 2014 are made is given
in Annexure'D'to this report.
35. APPRECIATION:
Your Directors would like to express their sincere appreciation to the
companys Shareholders, Vendors and Stakeholders including Banks,
Government authorities, other business associates, who have extended
their valuable sustained support and encouragement during the year
under review. Your Directors also wish to place on record their
appreciation for impressive growth achieved through the competence,
hard work, solidarity, cooperation and support of employees at all
levels.
REGISTERED OFFICE: By order of the Board of Directors
CHIRAG INDUSTRAL COMPLEX, For Shukra Bullions Limited
GOLDEN INDUSTRIAL ESTATE,
SOMANTH ROAD, DAMAN (U.T.) 396210 Chandrakant H Shah,
Director
Date : 17.08.2015 DIN NO. 01188001
Place : Mumbai
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