The Members
Shukra Pharmaceuticals Limited
The Directors' present the 30th (Thirtieth) Annual Report on the business
and operations of your Company for the financial year 2022-23.
1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:
(Amount in Lacs)
Particulars |
Year Ended 31.03.2023 (Rs.) |
Year Ended 31.03.2022 (Rs.) |
Revenue from operations |
5,883.37 |
2,048.60 |
Other income |
119.67 |
8.10 |
Total income |
6,003.04 |
2,056.70 |
Profit before Interest, Depreciation & Amortization and Tax
Expenses |
656.00 |
296.67 |
Finance Cost |
28.08 |
28.66 |
Depreciation & Amortization |
183.75 |
166.21 |
Profit Before Tax |
444.17 |
101.80 |
Current Tax |
-- |
17.58 |
Current tax expense relating to prior years |
0.80 |
3.53 |
Deferred tax |
2.72 |
5.62 |
Total tax expense |
3.51 |
26.73 |
Profit after Tax |
440.65 |
75.07 |
2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S
AFFAIR:
During the period under review, the Company has been engaged in the business of
manufacturing and trading of pharmaceuticals Products, laboratory testing and made a
profit of Rs. 440.65 lacs. Your Directors are optimistic about company's business and
hopeful of more better performance with increased revenue in next years.
3) CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of the business of the Company during the year under
review.
4) DIVIDEND:
The Board of Director of the company make recommendation of final dividend of 5% (Rs.
0.50 per equity share of Rs. 10 each face value) for the Financial Year 2022-23, subject
to the approval of shareholders in the ensuing Annual General Meeting.
5) UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124(5) of the Act, if the dividend transferred to
the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of
seven consecutive years from the date of such transfer then the said unclaimed or unpaid
dividend amount shall be transferred by the Company along with interest accrued, if any,
to the Investor Education and Protection Fund (the IEPF), a fund established
under sub-section (1) of Section 125 of the Act.
Sr. No |
Financial Year |
Date of Declaration |
Dividend Declare |
Dividend Paid |
Unclaimed Dividend |
Due date for Transfer to IEPF |
1 |
2016-17 |
12/09/2017 |
782838 |
717467 |
65371 |
18/10/2024 |
2 |
2017-18 |
10/09/2018 |
782838 |
714118 |
68720 |
16/10/2025 |
3 |
2018-19 |
27/09/2019 |
782838 |
715436 |
67402 |
02/11/2026 |
4 |
2021-22 |
29/09/2022 |
782838 |
728253 |
54585 |
04/11/2029 |
6) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The company does not have any amount which required to be transferred to the Investor
Education and Protection Fund (IEPF).
7) SEGMENT:
The Company is operating only in two sector i.e. pharmaceutical and Laboratory. But
during the year the laboratory segment has commenced very minor commercial operation.
8) TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the
General Reserve and the balance amount of Rs.440.65/- Lacs has been carried forward to
credit balance of profit & loss account in surplus.
9) CHANGES IN SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on March 31, 2023 is Rs.
3,91,41,875/- divided into 15,65,675 fully paid equity shares of face value of Rs. 10
each/- and 93,94,050 partly paid-up equity shares (Rs. 2.5 paid up each) of face value of
Rs. 10/- each.
A) Issue and Allotment of partly paid-up equity shares pursuant to Right Issue:
During the year under review, the Company has issued 93,94,050 partly paid-up equity
shares by way of Right Issue in pursuant to the letter of offer dated February 01, 2023 to
the existing shareholders of the company (As on the Record Date i.e. February 02, 2023) in
the ratio of 6 (Six) Equity Share for every 1 (One) Fully Paid Equity Shares held by them.
The Company has called the Rs. 05 (Comprising Rs. 2.5 towards the face value and Rs. 2.5
for the security premium) of the Application Money. The board of director on March 09,
2023 at their meeting has approved the allotment of 93,94,050 partly paid-up Rights Equity
Shares as per the letter of offer and in consultation with the Registrar to the Rights
issue and BSE Limited. The BSE Limited vide its notice bearing no. 20230321-38 dated March
21, 2023 has granted the Trading Approval for the partly paid-up equity shares w.e.f.
March 23, 2023. The new equity shares issued by the company shall rank Pari-passu with the
existing shares of the company when they become fully paid up.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential
voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any sweat equity shares.
E) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by
employees 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.
10) FINANCE:
The Company has borrowed loan of Rs. 1,10,49,521/-from Bank/Financial institution
during the year under review.
11) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed
suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed
suspense account are not required to mention here.
12) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Key Managerial Personnels:
The following are the Key Managerial Personnels of the Company:
Name |
Designation |
Mr. Dakshesh Shah |
Managing Director |
Mr. Mehulkumar Patel |
Chief Financial Officer |
Ms. Arpita Kabra |
Company Secretary & Compliance Officer |
b) Directors
The following are the Directors of the Company:
Name |
Designation |
Mrs. Payal Mehta |
Executive Director |
Mr. Sujay Mehta |
Executive Director (Resigned w.e.f 16/08/2023) |
Mr. Dhruvin Shah |
Additional Executive Director (Appointed w.e.f 16/08/2023) |
Ms. Sanskruti Patel |
Additional Executive Director (Appointed w.e.f 16/08/2023) |
Mr. Ashvin Trivedi |
Non-Executive, Director (Resigned w.e.f. 12/08/2023) |
Ms. Bhoomi Patel |
Non-Executive, Independent Director |
Mr. Rai Kavoorguthu Konark |
Non-Executive, Independent Director (Resigned w.e.f
16/08/2023) |
Mrs. Sonal Gandhi |
Additional Independent Director (Appointed w.e.f 12/08/ 2023) |
Mr. Jivansingh Negi |
Additional Independent Director (Appointed w.e.f 16/08/2023) |
Mr. Sarjeevan Rathore |
Additional Independent Director (Appointed w.e.f 16/08/2023) |
c) During the year and till the date of this AGM, the following changes occurred in the
Composition of Board Directors and KMP due to Appointments and Resignations of Director
and KMP:
Name |
Designation |
Date of Appointment |
Date of Resignation |
Mr. Rai Kavoorguthu Konark |
Independent Director |
25/08/2022 |
-- |
Mrs. Sonal Gandhi |
Additional Independent Director |
12/08/2023 |
-- |
Mr. Ashvin Trivedi |
Non-Executive, Director |
-- |
12/08/2023 |
Mr. Dhruvin Shah |
Additional Executive Director |
16/08/2023 |
-- |
Ms. Sanskruti Patel |
Additional Executive Director |
16/08/2023 |
-- |
Mr. Jivansingh Negi |
Additional Intendent Director |
16/08/2023 |
-- |
Mr. Sarjeevan Rathore |
Additional Intendent Director |
16/08/2023 |
-- |
Mr. Sujay Mehta |
Executive Director |
-- |
16/08/2023 |
Mr. Rai Kavoorguthu Konark |
Independent Director |
-- |
16/08/2023 |
d) Appointment/Re-appointment/regularize in this 30th Annual General Meeting
S.N. Particulars
1 |
Pursuant to the provisions of Section 152 and other applicable
provisions if any, of the Companies Act, 2013, Mrs. Payal Mehta (DIN: 02145421), Executive
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting and being eligible, offer herself for reappointment. |
2 |
Regularisation of appointment of Additional Executive Director Mr.
Dhruvin Shah (DIN: 08801616), as an Executive Director of the Company |
3 |
Regularisation of appointment of Additional Executive Director Ms.
Sanskruti Patel (DIN: 0710863 1), as an Executive Director of the Company |
4 |
Regularization of appointment of Additional Independent Director Mrs.
Sonal Gandhi (DIN: 07351 479) as an Independent Director of the Company |
5 |
Regularization of appointment of Additional Independent Director Mr.
Jivansingh Negi (DIN: 0165 6455) as an Independent Director of the Company |
6 |
Regularization of appointment of Additional Independent Director Mr.
Sarjeevan Rathore (DIN: 082 58683) as an Independent Director of the Company |
13) DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the Act
and the Listing Regulations.
The Independent Directors of the Company have also registered their names in the data
bank for Independent Directors maintained by the Indian Institute of Corporate Affairs
(IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute
for the creation and maintenance of data bank of Independent Directors).
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and are independent of management.
14) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, and related matters are put
up on the website of the Company at www. shukrapharmaceuticals. com
15) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The meetings of the Board of Directors are held at periodical intervals and are
generally at the registered office of the Company, Ahmedabad. The meeting dates are
decided well in advance and the agenda and notes on agenda are circulated in advance to
the directors. All material information is incorporated in the notes on agenda for
facilitating meaningful and focused discussion at the meeting. Where it is not perusable
to attach supporting or relevant documents to the agendas, the same is tabled before the
meeting. In case of business exigencies or urgency of matters, resolutions are passed by
circulation. Senior Management persons are often invited to attend the Board Meetings and
provide clarifications as and when required.
During the year 2022-23, 08 (Eight) Board Meetings were convened and duly held on:
Sr. No. |
Date of Board Meeting |
Sr. No. |
Date of Board Meeting |
01/2022-23 |
28/05/2022 |
02/2022-23 |
06/08/2022 |
03/2022-23 |
25/08/2022 |
04/2022-23 |
01/09/2022 |
05/2022-23 |
12/11/2022 |
06/2022-23 |
18/01/2023 |
07/2022-23 |
14/02/2023 |
08/2022-23 |
09/03/2023 |
The Board of Directors of the Company was present at the following Board Meeting held
during the year under review:
Name of Director |
Board Meeting Held |
Meetings attended |
Attendance at last AGM |
Mr. Dakshesh Rameshchandra Shah |
8 |
8 |
Yes |
Mrs. Payalben Sujay Mehta |
8 |
8 |
Yes |
Mr. Sujay Jyotindra Mehta |
8 |
8 |
Yes |
Mr. Ashvin Trivedi |
8 |
8 |
Yes |
Mrs. Bhoomiben Patel |
8 |
8 |
Yes |
Mr. Rai Kavoorguthu Konark |
5 |
5 |
Yes |
16) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY
THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirement), Regulations, 2015, 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 and Remuneration Committees.
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various 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 the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
17) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:
The table containing the names and other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
as Annexure- A to the Board's report.
None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per
annum and Rs. 8,50,000/- or more per month during the year. No employee was in receipt of
remuneration during the year or part thereof which, in the aggregate, at a rate which is
in excess of the remuneration drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company.
18) EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on
record its sincere appreciation of the devoted efforts of all employees in advancing the
Company's vision and strategy to deliver good performance.
19) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND JOINT
VENTURE COMPANIES:
The Company has not any Subsidiaries, Associates and Joint Venture Companies
20) CHANGE OF NAME:
The Company has not changed its name during the year under review.
21) STATUTORY AUDITORS:
The Company's Auditors, M/s Maak & Associates, Chartered Accountants, Ahmedabad who
was
appointed in the Annual General Meeting in the year 2021 for a block of 5 years until
the conclusion of the Annual General Meeting to be held in 2026.
22) COST AUDITORS:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, since, the cost audit is Not Applicable to the Company.
23) SECRETARIAL AUDIT 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 has
appointed CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report is annexed herewith as Annexure
-B.
Reply to the qualification Remarks in Secretarial Audit Report:
Although the company has not published notice of meeting of the board of
directors where financial results shall be discussed and declared. However, the same was
uploaded on the website of the Company and BSE.
The Company is committed to disclosure of unpaid dividend details on the
prescribed form in timely manner.
24) RESPONSE TO AUDITOR'S REMARKS:
There is no observation made by the Statutory Auditors in their Report and therefore,
do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.
25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. During the year under review, the company retained external
audit firm to review its existing internal control system with a view of tighten the same
and introduce system of self-certification by all the process owners to ensure that
internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
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 at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
26) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises Three Members.
as well as those in section 177 of the Companies Act, 2013 and include the reviewing of
quarterly, half-yearly and annual financial statements before submission to the Board,
ensure compliance of internal control systems and internal audit, timely payment of
statutory dues and other matters.
SHUKRA
During the year under review, 4 (four) meetings of the Audit Committee were held
28/05/2022, 06/08/2022, 12/11/2022 and 14/02/2023. The composition of committee and
attendance at its meetings is given below:
Sr. No. |
Name |
Position |
Category |
Number of meeting Attend |
Changes dur and till the t AG |
ng the year ate of this M |
Appointment |
Resignation |
1 |
Mrs. Bhoomiben Patel |
Chairman |
Independent Director |
04 |
-- |
-- |
2 |
Mr. Ashvin Trivedi |
Member |
Non-Executive Director |
04 |
-- |
12/08/2023 |
3 |
Mr. Rai K. Konark |
Member |
Independent Director |
02 |
25/08/2022 |
16/08/2023 |
4 |
Mrs. Payal Sujay Mehta |
Member |
Executive- Director |
02 |
-- |
12/11/2022 |
5 |
Mrs. Sonal Gandhi |
Member |
Independent Director |
-- |
12/08/2023 |
-- |
6 |
Mr. Jivansingh Negi |
Member |
Independent Director |
-- |
16/08/2023 |
-- |
27) VIGIL MECHANISM:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any. The company has adopted a Whistle Blower Policy, which
affords protection and confidentially to Whistle blowers. The Audit Committee Chairman is
authorized to receive Protected Disclosures under this Policy. The Audit Committee is also
authorized to supervise the conduct of investigations of any disclosures made whistle
blowers in accordance with policy.
No personnel have been denied access to the Audit Committee. As of March 31, 2023, no
Protected Disclosures have been received under this policy.
28) NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration
Committee of Directors mainly for the purposes of recommending the Company's policy on
Remuneration Package for the Managing/Executive Directors, reviewing the structure, design
and implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of Three Members. During the year
under review, 01 (One) meetings of the committee were held 18/08/2022. The name of
members, Chairman and their attendance at the Remuneration Committee Meeting are as under
Committee of Board:
Sr. No. Name |
Position |
Category |
Number
of
meeting
Attend |
Changes during the year and till the date of this AGM |
Appointment |
Resignation |
1 Mrs. Bhoomiben Patel |
Chairman |
Independent Director |
01 |
-- |
-- |
2 Mr. Ashvin Trivedi |
Member |
Non-Executive Director |
01 |
-- |
12/08/2023 |
3 Mr. Rai K. Konark |
Member |
Independent Director |
-- |
25/08/2022 |
16/08/2023 |
4 Mrs. Payal Sujay Mehta |
Member |
Executive- Director |
01 |
-- |
12/11/2022 |
5 Mrs. Sonal Gandhi |
Member |
Independent Director |
-- |
12/08/2023 |
-- |
6 Mr. Jivansingh Negi |
Member |
Independent Director |
-- |
16/08/2023 |
|
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The Remuneration Policy is also available on the
Company's website at www. shukrapharmaceuticals. com
29) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of Three Members. During the year
under review, 4 (Four) meetings of the committee were held 20/04/2022, 09/07/2022,
06/10/2022 and 05/01/2023. The name of members, Chairman and their attendance at the
Stakeholders Relationship Committee are as under Committee of Board:
Sr. No. Name |
Position |
Category |
Number of meeting Attend |
Changes dur and till the t AG |
ng the year ate of this M |
Appointment |
Resignation |
1 Mrs. Bhoomiben Patel |
Chairman |
Independent Director |
04 |
-- |
-- |
2 Mr. Ashvin Trivedi |
Member |
Non-Executive Director |
04 |
-- |
12/08/2023 |
3 Mr. Rai K. Konark |
Member |
Independent Director |
02 |
25/08/2022 |
16/08/2023 |
4 Mrs. Payal Sujay Mehta |
Member |
Executive- Director |
03 |
-- |
12/11/2022 |
5 Mrs. Sonal Gandhi |
Member |
Independent Director |
-- |
12/08/2023 |
-- |
6 Mr. Jivansingh Negi |
Member |
Independent Director |
-- |
16/08/2023 |
-- |
The status of shareholders' complaints received so far/number not solved to the
satisfaction of shareholders/number of pending share transfer transactions (as on March
31, 2023 is given below): -
Complaints Status: 01/04/2022 to 31/03/2023 |
Number of complaints received so far |
Nil |
Number of complaints solved |
Nil |
Number of pending complaints |
Nil |
Compliance Officer:
Ms. Arpita Kabra is the Company Secretary and Compliance Officer of the company during
the year for the purpose of complying with various provisions of Securities and Exchange
Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and
for monitoring the share transfer process etc.
a) Share Transfer System:
All the transfers are received and processed by share Transfer agents and are approved
by share transfer committee. Share Transfer requests received in physical form are
registered 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 of
shares:
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 |
30) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGE MENT POLICY OF
THE COMPANY:
The Company has laid down a Risk Management Policy and identified threat of such events
which if occurs will adversely affect either / or, value to shareholders, ability of
company to achieve objectives, ability to implement business strategies, the manner in
which the company operates and reputation as Risks. Further such Risks are
categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed
exercise is carried out to identify, evaluate, manage and monitoring all the three types
of risks.
31) EXTRACT OF ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014, the copy of the draft Annual Return of the Company for the Financial Y ear ended on
March 31, 2023 in Form MGT-7 is uploaded on website of the Company and can be accessed at
www. shukrapharmaceuticals. com
32) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no any Material changes occurred, subsequent to the close of the financial
year of the Company to which the balance sheet relates and the date of the report.
33) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There is no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future during the
year under review.
34) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending (except the previous years which was already
disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National
Company Law Tribunal or other Courts.
35) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions
36) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the
Financial Statements during the year under review.
37) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.
38) PUBLIC DEPOSIT:
During the year under review the Company has not accepted any deposits to which the
provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits
Rules, 2014 as amended are applicable.
39) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 ofthe Companies Act, 2013 are given in the notes to the Financial Statements.
40) CORPORATE GOVERNANCE:
As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15th September, 2014,
(Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 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
Worth not 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 Obligations
and Disclosure Requirements) Regulations, 2015 becomes applicable to a company at a later
date, such company shall comply with the requirements of (Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 within six months from
the 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 March 31, 2022
and hence, Corporate Governance is not applicable to the Company during the financial year
2022-23.
41) MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing
Obligations and Disclosure Requirement), Regulations, 2015, forms part of this Report and
the same is annexed as Annexure-C.
42) DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March,
2023. This is also being supported by the report of the auditors of the Company as no
fraud has been reported in their audit report for the financial year ended 31st March,
2023.
43) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy against sexual harassment in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there
under.
During the financial year 2022-23, the company has not received any complaints on
sexual harassment and hence no complaints remain pending as of March 31, 2023.
44) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
During the year conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, is Nil.
45) CORPORATE SOCIAL RESPONSILIBILTY (CSR):
The Provision of Section 135 of the Company Act, 2013 are not applicable since the
company does not fall under Category of Rule 9 of the Corporate Responsibility Rules 2014.
46) DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2023 and of the
profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively
47) SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating
to Meetings of the Board of Directors' and General Meetings', respectively, have
been duly followed by the Company.
48) LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to
BSE where the Company's Shares are listed.
49) IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement any Corporate
Action within the specified time limit
50) PREVENTION OF INSIDER TRADING:
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation,
2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated
and adopted a new code for Prevention of Insider Trading.
The New Code viz. Code of Internal Procedures and Conduct for regulating,
Monitoring and reporting of Trading by Insiders and Code of Practices and
Procedures for fair Disclosure of Unpublished price Sensitive Information has been
framed and adopted. The Code requires pre-clearance for dealing in the Company's shares
and prohibits purchase or sale of Company shares by the Directors and designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Company is Responsible for
implementation of the Code.
51) ACKNOWLEDGEMENTS:
The management is grateful to the government authorities, Bankers, Vendors for their
continued assistance and co-operation. The directors also wish to place on record the
confidence of members in the company.
Date: 16/08/2023 Place: Ahmedabad
By Order of the Board of Directors For Shukra Pharmaceuticals Limited
Sd/- |
Sd/- |
Dakshesh Shah |
Payal Mehta |
Managing Director |
Director |
DIN: 00561666 |
DIN: 02145421 |
|