To,
The Members
Shukra Pharmaceuticals Limited
The Directors' present the 31st (Thirty First) Annual Report on the
business and operations of your Company for the financial year 2023-24.
1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:
(Amount in Lacs)
Particulars |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
|
(Rs.) |
(Rs.) |
| Revenue from operations |
7,457.29 |
5,883.37 |
| Other income |
281.52 |
119.67 |
Total income |
7,738.81 |
6,003.04 |
Profit before Interest, Depreciation & Amortization and Tax
Expenses |
1988.33 |
656.00 |
| Finance Cost |
28.50 |
28.08 |
| Depreciation & Amortization |
|
183.75 |
Profit Before Tax |
1988.33 |
444.17 |
| Current Tax |
136.16 |
-- |
| Current tax expense relating to prior years |
-- |
0.80 |
| Deferred tax |
(1.55) |
2.72 |
Total tax expense |
134.61 |
3.51 |
| Profit after Tax |
1853.72 |
440.65 |
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. 1853.72 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 Rs. 1 per
equity share i.e. 10% of face value of Rs. 10 each for the Financial Year 2023-24, subject
to the approval of shareholders in the ensuing Annual General Meeting.
5) 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).
6) TRANSFER TO RESERVES:
During the year under review Company has not transferred any amount to General Reserves
7) CHANGES IN SHARE CAPITAL:
During the year under review the Authorised Share Capital of the Company is same as Rs.
12,00,00,000/- and the paid-up Equity Share Capital of the Company as on March 31, 2024 is
increased to Rs 10,94,69,860/- divided into 1,09,46,986 equity shares of Rs. 10/- each.
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential
voting rights.
B) Issue of sweat equity shares: During the year under review, the Company has
not issued any sweat equity shares.
C) Issue of employee stock options: 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 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.
8) REPORTING OF FRAUD
During the year under review there was no instance of any fraud which has been reported
by any auditor to the audit committee or the board.
9) FINANCE:
The Company has not borrowed loan from any Bank or Financial institution during the
year under review.
10) 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.
11) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any other subsidiary, associate or joint venture Company.
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. Mehul Kumar Patel |
Chief Financial Officer (Resigned w.e.f. 10/07/2024) |
| Mrs. Anar Jayeshbhai Patel |
Chief Financial Officer (Appointed w.e.f. 10/07/ 2024) |
| Mrs. Anar Jayeshbhai Patel |
Whole- Time Director (Appointed w.e.f. 10/07/ 2024) |
| Ms. Sanskruti Patel |
Whole- Time Director |
| Mr. Dhruvin Shah |
Whole- Time Director |
| Ms. Arpita Kabra |
Company Secretary & Compliance Officer |
b) Directors
The following are the Directors of the Company:
| Name |
Designation |
| Mrs. Payal Mehta |
Executive Director |
| Ms. Bhoomi Patel |
Non-Executive, Independent Director |
| Mrs. Sonal Gandhi |
Non-Executive Independent Director |
| Mr. Jivansingh Negi |
Independent Director (Resigned w.e.f. 06/10/2023) |
| Mr. Sarjeevan Rathore |
Non-Executive Independent Director |
| Mr. Jintendra Somchand Shah |
Non-Executive Independent Director (Appointed w.e.f. 10/07/ 2024) |
c) Changes in Directors and KMP:
During the year, following no changes occurred in the Directorship and KMP of the
Company.
During the year Ms. Sonal Gandhi was appointed as Additional Independent Director
w.e.f. 12.08.2023, Mr. Dhruvin Shah and Ms. Sanskruti Patel were appointed as an
Additional Director w.e.f. 16.08.2023, Mr. Jivansingh Negi and Mr. Sarjeevan Rathore were
appointed as an Additional Non-Executive Independent Directors of the Company w.e.f.
16.082023. Ms. Pinki Sagar was appointed as an Additional Non-Executive Independent
Director w.e.f. 25.11.2023 and Ms. Bhoomiben Patel was reappointed as an Additional
Non-Executive Independent Director for a second term of 5 consecutive years w.e.f.
25.11.2023.
Further Mr. Ashwin Trivedi, Non-Executive Independent Director has resigned w.e.f.
12.08.2023. Mr. Sujay Mehta, Executive Director and Mr. Rai Kavoorguthu Konark, the
Non-Executive Independent Director have resigned w.e.f. 16.08.2023 and Mr. Jivasingh
Gangasingh, Non-Executive Director has resigned w.e.f. 06.10.2023.
However, after closure of the financial year the following changes occurred in the
Composition of Board Directors and KMP:
Resignations:
Mr. Mehulkumar Patel resigned as Chief Financial Officer of the Company w.e.f. July 10,
2024.
Appointments:
Mr. Jitendra Shah was appointed as an Additional Independent Director of the Company
w.e.f. July 10, 2024. Mrs. Anar Jayesh Patel was appointed as Chief Financial Officer of
the Company w.e.f. July 10, 2024. Mrs. Anar Jayesh Patel was appointed as Additional
Executive Director of the Company w.e.f. July 10, 2024.
13) 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 2023-24, 14 (Fourteen) Board Meetings were convened and duly held on:
| 1 |
2 |
3 |
4 |
5 |
| 05-04-2023 |
17-05-2023 |
29-05-2023 |
28-06-2023 |
02.08.2024 |
| 6 |
7 |
8 |
9 |
10 |
| 12-08-2023 |
16-08-2023 |
06-10-2023 |
13-10-2023 |
08-11-2023 |
| 11 |
12 |
13 |
14 |
|
| 25-11-2023 |
16-12-2023 |
12-02-2024 |
29-02-2024 |
|
The Board of Directors of the Company were present at the following Board Meeting held
during the year under review:
Name of Director |
No of Board Meeting Held during the period when the Director was on
the Board |
Meetings attended |
Attendance at last AGM |
| Mr. Dakshesh Rameshchandra Shah |
14 |
12 |
Yes |
| Ms. Payal Sujay Mehta |
14 |
14 |
Yes |
| Mr. Dhruvin Shah |
7 |
7 |
Yes |
| Mrs. Sanskruti Jayeshbhai Patel |
7 |
7 |
Yes |
| Mrs. Bhoomiben Patel |
14 |
14 |
Yes |
| Ms. Sonal Deepalbhai GandhI |
8 |
8 |
Yes |
| Mr. Jivansingh Gangasingh Negi |
1 |
1 |
Yes |
| Mr. Sarjeevan Singh |
7 |
7 |
Yes |
| Mr. Ashvin Shantilal Trivedi |
5 |
5 |
No |
| Mr. Rai Kavoorguthu Konark |
6 |
6 |
No |
| Mr. Sujay Jyotindra Mehta |
6 |
6 |
No |
| Ms. Pinki Nirmal Sagar |
3 |
3 |
No |
Independent Director Meeting:
A separate Meeting of Independent Directors of the Company was held on 28/03/2024.
14) PROFILE OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of
Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are
annexed to this notice convening Thirty- First Annual General Meeting.
15) DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms and conditions of the Independent Directors are incorporated on the website of the
Company www.shukrapharmaceuticals.com
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. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The statement containing the names of top ten employees will be made available on
request sent to the Company on info@shukrapharmaceuticals.com .
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) CHANGE OF NAME:
The Company has not changed its name during the year under review.
20) STATUTORY AUDITORS:
In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (‘the Act'), M/s Maak &
Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company
at the Annual General Meeting held on 30th September, 2021 for a term of 5
years i.e. to hold office upto the AGM for the financial year 2025-26.
21) 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, provisions of the cost audit is not applicable to the Company.
22) 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 Ms. Rupal Patel, Practicing Company Secretary, to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
-B".
The Secretarial Auditor has raised the following qualifications in their Audit Report:
a) The Company has not published notice of meeting of the board of directors where
financial results shall be discussed and financial results, as required under Regulation
47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b) The Company has not filed form IEPF 2, for unclaimed dividend as per provisions of
section 96 read with sub-section 2 of section 125 of The Companies Act, 2013 for uploading
of information regarding unpaid and unclaimed amounts lying with companies for Financial
Year 2016-17, 2017-18, 2018-19 and till date.
c) The Minutes of the company are not properly maintained on the minutes paper in
accordance with the provisions of the companies act, 2013 and Secretarial standard -1 as
amended from time to time under review.
d) The company has not maintained the attendance sheet in accordance with the
provisions of the companies act, 2013 and Secretarial standard -1 as amended from time to
time under review.
e) The company has not filed the Form BEN -1 for declaration by beneficial owner and
MSME-1 for declaration of outstanding dues by a company to the MSME suppliers.
f) According to information and explanation given to us the company has given interest
free loan to the party including related party, for total amount overdue for more than
ninety days, reasonable steps have not been taken by the company for recovery of the
principal and interest;
23) RESPONSE TO AUDITOR'S REMARKS:
There were no qualifications, reservations or adverse remarks made by Auditors in their
respective reports. Observation made by the Statutory Auditors in their Report are
self-explanatory and therefore, do not call for any further comments under section
134(3)(f) of the Companies Act, 2013.
Reply for qualification Remark in Secretarial Audit Report:
The Board of Directors of the Company have taken note of the observations and
qualifications raised by Secretarial Auditor in their Secretarial Audit Report and
initiated the actions to make compliances in these matters. However, future compliances
are ensured in this matter.
24) 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.
25) AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 (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.
During the year under review, 5 (Five) meetings of the committee were held 29/05/2023,
12/08/2023, 08/11/2023, 12/02/2024 and 29/02/2024. The composition of committee and
attendance at its meetings are given below:
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 |
Chaiperson |
Independent Director |
05 |
-- |
-- |
| 2 Mrs. Sonal Gandhi |
Member |
Independent Director |
03 |
12/08/2023 |
-- |
| 3 Mr. Sarjeevan Singh |
Member |
Independent Director |
03 |
06/10/2023 |
-- |
| 4 Mr. Ashvin Trivedi |
Member |
Non-Executive Director |
1 |
-- |
12/08/2023 |
| 5 Mr. Rai K. Konark |
Member |
Independent Director |
2 |
25/08/2022 |
16/08/2023 |
| 6 Mr. Jivansingh Negi |
Member |
Independent Director |
-- |
16/08/2023 |
06/10/2023 |
26) VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil
Mechanism for directors and employees to report genuine concerns has been established. The
Vigil Mechanism Policy has been uploaded on the website of the Company i.e.
www.shukrapharmaceuticals.com
No personnel have been denied access to the Audit Committee. As of March 31, 2024, no
Protected Disclosures have been received under this policy.
27) 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 3 (Three) members. During the
year under review, 03 (Three) meeting of the committee was held on 12/08/2023, 16/08/2023
and 25/11/2023. 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 |
Chairperson |
Independent Director |
03 |
-- |
-- |
| 2 Mrs. Sonal Gandhi |
Member |
Independent Director |
02 |
12/08/2023 |
-- |
| 3 Mr. Sarjeevan Singh |
Member |
Independent Director |
01 |
06/10/2023 |
-- |
| 4 Mr. Ashvin Trivedi |
Member |
Non-Executive Director |
-- |
-- |
12/08/2023 |
| 5 Mr. Rai K. Konark |
Member |
Independent Director |
01 |
25/08/2022 |
16/08/2023 |
| 6 Mr. Jivansingh Negi |
Member |
Independent Director |
-- |
16/08/2023 |
06/10/2023 |
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
28) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of Three Members. During the year
under review, 4 (Four) meetings of the committee were held on 05/04/2023, 06/07/2023,
06/10/2023, 03/01/2024. 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 during the year and till the date of this AGM |
|
|
|
|
Appointment |
Resignation |
| 1 Mrs. Bhoomiben Patel |
Chairperson |
Independent Director |
04 |
-- |
-- |
| 2 Mrs. Sonal Gandhi |
Member |
Independent Director |
02 |
12/08/2023 |
-- |
| 3 Mr. Sarjeevan Singh |
Member |
Independent Director |
02 |
16/08/2023 |
-- |
| 4 Mr. Ashvin Trivedi |
Member |
Non-Executive Director |
02 |
-- |
12/08/2023 |
| 5 Mr. Rai K. Konark |
Member |
Independent Director |
01 |
25/08/2022 |
16/08/2023 |
| 6 Mr. Jivansingh Negi |
Member |
Independent Director |
-- |
16/08/2023 |
06/10/2023 |
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, 2024 is given below): -
Complaints Status: 01/04/2023 to 31/03/2024 |
|
| Number of complaints received so far |
08 |
| Number of complaints solved |
08 |
| 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 |
29) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
Your Company has not engaged in any manufacturing activities during the year under
review and hence the Directors have nothing to Report on 'Conservation of Energy' and
'Technology Absorption' as required to be given. Foreign Exchange Earnings is Nil and
Foreign Exchange Outgo amounts to Rs. Nil during the year under review.
30) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAG- E MENT POLICY OF
THE COMPANY:
Risk management is embedded in your company's operating framework. Your company
believes that managing risk helps in maximizing returns. The company's approach to
addressing business risk is comprehensive and includes periodic review of such risks and a
framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee. Some
of the risks that the company is exposedto are:
Commodity Price Risks:
The Company is exposed to the risk of price fluctuation of raw material as well as
finished goods. The company proactively manages these risks through forward booking,
Inventory management and proactive vendor development practices. The Company's reputation
for quality, product differentiation and service, coupled with existence of powerful brand
image with robust marketing network mitigation the impact the impact of price risk on
finished goods.
Regulatory Risks:
The company is exposed to risks attached to various statues and regulations including
the company Act. The company is mitigating these risks through regular review of legal
compliances carried outthrough internal as well as external compliance audits.
Human Resources Risks:
Retaining the existing talent pool and attracting new talent are major risks. The
company has initialed various measures including rolling out strategic talent management
system, training and integration of learning and development activities.
Strategic Risks:
Emerging businesses, capital expenditure for capacity expansion, etc., are normal
strategic risk faced by the company. However, the company has well-defined processes and
procedures for obtaining approvals for investments in new business and capacity expansion
etc.
31) 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 Year ended on
March 31, 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at
https://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 and commitments 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 ONE TIME SETTLEMENT AND VALUATION THEREOF
During the year under review, there were no instances of onetime settlement with any
Banks or Financial Institutions and hence no difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
Banks 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 transactions entered into by the Company with its related parties during the year,
were approved by the Audit Committee of the Company and the same were in ordinary course
of business and on arm's length basis and in compliance of the provisions of Section 177
read with Section 188 of the Act.
During FY 23-24, the Company has not entered into any transactions with related parties
and therefore the Company is not required to disclose any particulars of contract or
arrangements entered into by the Company with related parties in terms 188(1) of the
Companies Act, 2013 are disclosed in Form No. AOC-2. Therefore the Company is not required
to annex Form AOC-2.
Further, the details of the related party transactions as per IND-AS 24 are set out in
Notes to the Standalone Financial Statements of the Company.
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 of the Companies Act, 2013 are given in the notes to the Financial Statements.
40) CORPORATE GOVERNANCE:
Report on Corporate Governance in terms of Regulation 34 read with Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
2015 is made part of this report. A certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance is also annexed to this
Annual Report. The Corporate Governance Report is annexed herewith as "Annexure
C".
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-D".
42) DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March,
2024. 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) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on 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.
44) CORPORATE SOCIAL RESPONSILIBILTY (CSR):
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies
(Accounts) Rules, 2014, the Company has not required to formulate and implement any
Corporate Social Responsibility Initiatives as the said provisions are not applicable to
the Company during the year 2023-24.
However, this provisions will be applicable to the Company from the current financial
year i.e. 2024-25 and Company will ensure to make necessary expenditure during the current
financial year 2024-25.
45) 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, 2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies had been selected and applied consistently and
judgment and estimates had 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, 2024 and of the
profit of the Company for the year ended on that date;
c) that proper and sufficient care had 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 had 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
46) 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 2023-24, the company has not received any complaints on
sexual harassment and hence no complaints remain pending as of March 31, 2024.
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 2023-24 to
BSE where the Company's Shares are listed.
49) 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.
50) 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.
|
|
By Order of the Board of Directors |
| Date: 05/-09/2024 |
|
For Shukra Pharmaceuticals Limited |
| Place: Ahmedabad |
|
|
|
Sd/- |
Sd/- |
|
Dakshesh Shah |
Payal Mehta |
|
Managing Director |
Director |
|
DIN: 00561666 |
DIN: 02145421 |
|