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Directors Report of Shukra Bullions Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the 20th Annual Report together with Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS:

31st March 2014 31st March 2013 Rs.(In lakhs) Rs. (In lakhs)

Income from Operations 366.10 306.60

Other Income 0.00 0.23

Total Expenditure 364.99 305.67

Interest Cost 0.00 0.00

Profit before depreciation 1.11 1.16

Depreciation 0.00 0.00

Profit before Tax 1.11 1.16

Provision for tax 0.22 0.24

Deferred Tax 0.34 0.79

Profit after tax 0.55 0.13

Less : Proposed Dividend 0.00 0.00

Less : Transfer to G.R. 0.00 0.00

Balance carried forward to B/S 0.00 0.13

OPERATION

The Company has set up a jewellery manufacturing unit for the exports at special economic zone at Sachin near Surat. Company is also engaged in trading of Gems & Jewellery item during the year.

During the under review the Company has achieved turnover of Rs. 3.66 Crore compared to Rs. 3.06 Crore previous year.

CURRENT YEAR OUT LOOK

Company is negotiating for export orders with international buyers and management is hopeful to achieve higher turnover during the year.

DIVIDEND

No Dividend has been recommended by the Board as there was not sufficient profit in the company during the year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Saurabh Shah, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Ramji Khimji Rajput, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS

The Company''s Auditors M/s. S. K Jha & Co., Chartered Accountants retire on the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

PUBLIC DEPOSITS:

Your Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITOR''S REPORT

The auditors of the Company has pointed out that the Company has not made provision for depreciation amounting to Rs. 2,65,006 for assets at SEZ & Daman The Management of the Company is of the opinion that same need not be provided as no manufacturing activities have been undertaken during the financial year.

Except above observation made in the Auditor''s Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration during the financial year 2013-2014 were in excess of the limits prescribed under Section 217(2A) of the Companies Act,1956 read with the companies (Particulars of Employees) Rules, 1975.

DISCLOSURE UNDER SECTION 274(1)(g)

None of the Directors of the Company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988 FOR THE YEAR ENDED 31ST MARCH 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARINGS/OUTGO

Information required under section 217(1)(e) of Companies Act.

CONSERVATION OF ENERGY:

The Company''s operations involve very low energy consumption whenever possible measures have already been implemented. The measures set out above do not have any significant impact on the overall cost of the production.

TECHNOLOGY ABSORPTION

No technology has been imported during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management confirm that:

i) That In the presentation of the Annual Accounts for the year ended 31st March,2014 the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March,2014 and of the profit or loss of the Company for the year under review;

iii) That the directors have taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern bases''.

LISTING

The Equity shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fee to the above Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support. Your Directors also wish to place on record the support of the Financial Institutions.

Place : Mumbai For the Board of Director Date : 31.07.2014 For SHUKRA BULLIONS LIMITED

Chandrakant Shah, Director

REGISTERED OFFICE: S-17, Chirag Industrial Complex, 39/40, Golden Industrial Estate, Somnath Road, Daman (U.T) 396210

 
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