Shukra Pharmaceuticals Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Directors’ present the 31^st (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	Year Ended
	31.03.2024	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.

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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 30^th 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 duri and till the ( AG	ng the year ate of this M
					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 Y ear 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 31^st 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.

---

Mar 31, 2023

The Directors’ present the 30^th (Thirtieth) Annual Report on the business and operations of your Company for the financial year 20)223.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

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 Tax Expenses	656.(1	296.67
F inance Cos t	28.08	28.66
Depreciation & Amortization	B3.75	E6.21
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 bout company’s business and hopeful of more better performance with increased revenue in next yeas.

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. D each face value) for the Financial Year -2322subject to the approval of shareholders in the ensuing Annual General Meeting.

5) UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 24(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 inmdti 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 subection (!) of Section 25 of the Act.

Sr.	Financial	Date of	Dividend	Dividend	Unclaimed	Due date for
No	Year	Declaration	Declare	Paid	Dividend	Transfer to IEPF

1	20-6 -7	12/09/20-7	782838	77467	65371	8/iy2024
2	20-7 -8	H/09/20B	782838	7MB	68720	6/D2025
3	20B -9	27/09/209	782838	76436	67402	02/1/ 2026
4	2021 -22	29/09/2022	782838	728253	54585	04/12(29

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 IEvdiHtattion and Protection Fund (IEP F).

7) SEGMENT:

The Company is operating only in two sector, pharmaceutical and Laboratory. But during the year the laboratory segment has commenced very minor commercial operat ion.

8) TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to theKeenEval and the balance amount of Ks.440.66/ Lacs has been carried forward to credit balance of profit & loss account in surplus .

9) CHANGES IN SHARE CAPITAL:

The paidup Equity Share Capital of the Company as on March 3,2023 is Ks. 3,9J4^^87fiivided into 15,66,675 fully paid equity shares of face value of Ks. D each/ and 93,94,060 partly paid-up equity shares (Ks. 2.5 paid up each) of face value of Ks. -D£ach.

A) Issue and Allotment of partly paid-up equity shares pursuant to Right Issue:

Duringlhe year under review, the Company has issued 93,94,050 partly papl equity shares by way of Kight Issue in pursuant to the letter of offer dated February 0J 2023 to the existing shareholders of the company (As on the Kecord Date i.e. February 02, 2023t) the ratio of 6 (Six) Equity Share for every l (One) Fully Paid Equity Shares held by them. The Company has called the Ks. 05 (Comprising Ks. 25 towards the face value and Ks. 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 partlyopaiHights Equity Shares as per the letter of offer and in consultation with the Kegistrar to the Kights issue and BS Limited. The BSE Limited vide its notice beaEi;ng2(23082: -38 dated March 2} 2023 has granted the Trading Approval for the partly paipl equity shares w.e.f. March 23, 2023. The new equity shares issued by the company shall rank Parassu with the existing shares of the company whey 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 toots issued any sweat equity shar es.

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 6 (4) of Companies (Share Capital and Debentures) Kules, 204 are not required to be disclosed.

10) FINANCE:

The Company has borrowed loan of Rli)49,52I -from Bank/F inancial institution during the year under

review.

11) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

T he 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 Sh ah	Managing Director
Mr. Mehulkumar P at el	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 DirectoiResigned w.e.f 16/08/2023)
Mr. Dhruvin Sh ah	Additional Executive DirectoiAppointed w.e.f 16/08/2023)
Ms. Sanskruti Patel	Additional Executive Direct qi(Appointed w.e.f 16/08/2023)
Mr. Ashvin Trivedi	Non-Executive, DirectorfResigned w.e.f.12/08/2023)
Ms. Bhoomi Patel	Non-Executive, Independent Director
Mr. Rai Kavoorguthu Konar	Non-Executive, Independent Director (Resigned w.e.f 16/08/2023)
Mrs. Sonal Gandhi	Additional Independent Directedppointed w.e.f 12/08/2023)
Mr. Jivansingh N egi	Additional Independent Directed ppointed w.e.f 16/08/2023)
Mr. Sarjeevan Rathore	Additional Independent Directed ppointed 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 Konarl	Independent Director	25/08/2022	--
Mrs. Sonal Gandhi	Additional Independent Director	2/08/2023	--
Mr. Ashvin Trive di	Non-Executive, Director	--	2/08/2023
Mr. Dhruvin Sh ah	Additional Executive Direct or	6/08/2023	--
Ms. Sanskruti Patel	Additional Executive Direct or	6/08/2023	--
Mr. Jivansingh N egi	Additional Intendent Direct or	6/08/2023	--
Mr. Sarjeevan Rathore	Additional Intendent Direct or	6/08/2023	--
Mr. Sujay Mehta	Executive Director	--	6/08/2023
Mr. Rai Kavoorguthu Konar!	Independent Director	--	6/08/2023

d) Appointment/Re-appointment/regularize in this 30^th Annual General Meeting

S.N.	Particulars

1	Pursuant to the provisions of Section 52 and other applicable provisions if any, o Companies Act, 203, Mrs. Payal Mehta (DIN: 0245421), Executive Director of tl Company is liable to retire by rotation at the forthcoming Annual General Meeting ar 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! Dtor Mrs. Sonal Gandhi (DI 0735t 479) as an Independent Director of the Company
5	Regularization of appointment of Additional Independent Director Mr. Jivansingh Negi 065 6455) as an Independent Director of the Company
6	Regularization of appintment of Additional Independent Director Mr. Sarjeevan Ra (DIN : 082 58683) as an Independent Director of the Company

13) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent DirectorsGafhtpany 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 b/ae Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 50() of the Companies Act, 20B as the institute for the creation and maintenance of data bank of Independent Director s).

The Board is of the opinion that the Indepen 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 withhthel£ ctheir 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 tlhesctors. 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 befoieettihig. 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 202223, 08 (Eight) Board Meetingwere convened and duly held on:

Sr. No.	Date of Board Meeting	Sr. No.	Date of Board Meeting
0/2022 -2B	28/05/2022	02/2022 -23	(F08/2022
03/2022 -2B	25/08/2022	04/2022 -23	01/09 / 2022
05/2022 -2B	2/1/2022	06/2022 -23	8/0/2023
07/2022 -2B	4/02/2023	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 S hah	8	8	Yes
Mrs. Payalben Suiay Me hta	8	8	Yes
Mr. Sujay Jyotindra Mehta	8	8	Yes
Mr. Ashvin Trive di	8	8	Yes
Mrs. Bhoomiben Pat el	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, 20B and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 025, 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 Committee s.

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 procesvening 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 o 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 et c.

The evaluation of the IndependerDirectors was carried out by the entire Board and that of the Chairman and the No-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagenaaenitaDfl t 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 97(2) of the Companies Act, 20B, read with Rile 5() of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20)1, is provided“Annexure- A” to the Board’s report.

N one of the employees of the Company drew remuneration of Rs. )02,OO,O0C6r 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 tae rwahich is in excess of the remuneration drawn by the managing director or who-lteime 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 ureddrw.

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 2CE1 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 48 of the Companies Act, 20B read with the Companies (Cost Records and Audit) Amendment Rules, 204; since, the cost auNiot is Applicable to the Company .

23) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 20B and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Company has appointed Rupal Patel Practicing Company Secretary, to undertake the SecretarAaldit of the Company. The Secretarial Audit Report is annexed herewith "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 fwbatrci al 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:

Therei s no observation made by the Statutory Auditors in their Report and therefore, do not call for any further comments under section B4(3)(f) of the Companies Act, 20B.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company ha 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 anduicet .system of selfertification 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 he 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 77 of the Companies Act, 20B and include the reviewing of quarterly, -hysbrly and annual financial statements beforubmission 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, 4 (fomr)etings of the Audit Committee were held 28/05/2022, (6/08/2022, 2/I/2G22 and 4/02/2023. The composition of committee and attendance at its meetings is given below:

Sr. No.	Name	Position	Category	Number of meeting Attend	Changes duri and till the c AG	ng the year ate of this M
					Appointment	Resignation
1	Mrs . Bhoomiben Patel	Chairman	Independent Director	C4	--	--
2	Mr. Ashvin Trive di	Member	N on-Executive Director	C4	--	2/08/2023
3	Mr. RaK. Konar k	Member	Independent Director	02	25/08/2022	B/08/2023
4	Mrs. P ayal S ujay Mehta	Member	Executive- Director	02	--	2/1/2022
5	Mrs. Sonal Gandhi	Member	Independent Director	--	2/08/2023	--
6	Mr. Jivansingh N egi	Member	Independent Director	--	B/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 CommitteairChan 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 cess to the Audit Committee. As of March 3 \ 2023, no Protected Disclosures have been received under this pol icy.

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 Nominatin & Remuneration Committee consisted of Three Members. During the year under Qleview, (One) meetings of the committee were held B/08/2G22 The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as Cnriemittee 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 Trive di	Member	N on-Executive Director	01	--	2/08/2023
3	Mr. Rai K. Konark	Member	Independent Director	--	25/08/2022	B/08/2023
4	Mrs. P ayal S ujay Mehta	Member	Executive- Director	01	--	2/1/2022
5	Mrs. Sonal Gandhi	Member	Independent Director	--	2/08/2023	--

6	Mr. Jivansingh	Member	Independent	--	6/08/2023	--
	N egi		Director

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 availabln the Company’s website at www.shukrapharmaceuticals.com

29) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of TMrembers .During the year under review,

(Four) meetings of the committee were held 2TCM/2CE2, 09/07/2(22, 06/1/2(22 and 05/012023. 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 duri 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 Trive di	Member	N on-Executive Director	04	--	2/08/2023
3	Mr. Rai K. Konark	Member	Independent Director	02	25/08/2022	H08/2023
4	Mrs. P ayal S ujay Mehta	Member	Executive- Director	03	--	2/22022
5	Mrs. Sonal Gandhi	Member	Independent Director	--	2/08/2023	--
6	Mr. Jivansingh N egi	Member	Independent Director	--	H08/2023	--

The status of shareholders’ complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on 3M20rchis given below): -

Complaints Status: 01/04/2022 to 31/03/2023
Number of complaints received so far	Nil
N umber of complaints solved	Nil
N umber of pending complainls	Nil

Compliance Officer:

Ms. Arpita Kabra is the Company SecretaryCacndpliance 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 traoasfer pr etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share transfei committee. Share Transfer requests received in physical form are registered within 30 days and demat requests are confirmed within 5 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:

N ame

Purva Sharegistry (India) Private Limited

Address			Unit no. 9, Shiv Shakti Ind. Estt., J .R. Boricha marg, Opp. Kasturba Hospita Lower Parel (E), Mumbai 4000)11
Tel			22-2301 258 / 676:
F ax			022 - 230257
Email			suppor t @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 comparnhieve 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 ut to identify, evaluate, manage and monitoring all the three types of risks.

31) EXTRACT OF ANNUAL RETURN:

Pursuant to S-section 3(a) of Section B4 and Subection (3) of Section 92 of the Companies Act, 20B read with Rule 2 of Companies (Management and Administration) Rules, 20)4, the copy of the draft Annual Return of the Company for the F inancial Ydad on March 3) 2023 in F orm MGTis uploaded on website of the Company and can be accessedwww.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 toofcheofl 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 goin 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, 2015 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 nothne settlement of loans from the Bank or Financial Institution s

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 referenc Financial Statements during the year under revie w.

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 icose 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 Comparrgert la

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, 20B read with Acceptance of Deposits Rules, 204 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 B6 of the Companies Act, 20)3 are given in the notes to the Financial Statements.

40) CORPORATE GOVERNANCE:

As per SEBcircular no: CFD/POLICYCELL/7/204 dated^thISeptember, 204, (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 shall not be mandatory to the following class of companies :

a) Companies having paid up equity share capital not exceeding Rs.D crore and Worih 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, 20)5 becomes applicable to a company at a tler date, such company shall comply with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20)5 within six months from the date on which the provisions became applicable to the company .

Accordingly, it may be noted that the paup share capital of the Company is below Rs. D crore and N et Worth of the Company has not exceeded Rs.25 crore, as on March 3, 2022 and hence, Corporate Governance is not applicable to the Company during the financial y022-2B.

41) MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 20)5, 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 en^sdeⁱclaB)]ch, 2023. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit repor for the financial year ended Bit 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 aadbplasd a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20® and the rules framed there under.

During the financial year 20-23, the company has not ceived 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 foreign exchange earnings and outgo stipulated under Section B4(3)(m) of the Companies Act, 20B read with Rule, 8 of the Companies (Accounts) Rules, 20)4, is Nil.

45) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The Provision of Section B5 of thkmpany Act, 20B are not applicable since the company does not fall under Category of Rule 9 of the Corporate Responsibility Rules 204.

46) DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the informatioixplanations obtained by

them, your Directors make the following statements in terms of Section B4(3) (c) of the Companies Act,

20B:

a) that in the preparation of the annual financial statements for the year ended March B \ 20B, 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 sod asiVe a true and fair view of the state of affairs of the Company as at March B, 202B and of the profit of the Company for the year ended on t hat 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, 20B 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; ffectively

47) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards -i eun<$ 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 yeir t202BSE where the Company’s Shares are listed.

49) IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failedijll$ment any Corporate Action within the specified time limit

50) PREVENTION OF INSIDER TRADING:

In January 205, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 205 which came into effect from May, 205. Pursuant thereto, the Company 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 posession 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 governtnamthorities, 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: 16/08/2023 For Shukra Pharmaceuticals Limited

Place: Ahmedabad

Sd/- Sd/-

Dakshesh Shah Payal Mehta

Managing Director Director

DIN: 00561666 DIN: 02145421

---

Mar 31, 2015

Dear Members,

The Directors' present the 22nd Annual report on the business and operations of your Company for the year 2014-15.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2015 31.03.2014 (') (')

Gross Sales/Income 2,65,69,154 45,674,748

Less Depreciation 60,00,512 7,793,145

Profit/ (Loss) before Tax 26,71,318 (6,900,388)

Taxes/Deferred Taxes 13,62,172 7,25,345

Profit/ (Loss) After Taxes 13,09,146 (7,625,733)

P& L Balance b/f 12,25,76,133 (10,60,19,576)

Profit/ (Loss) carried to Balance Sheet 4,87,57,945 12,25,76,133

NATURE OF BUSINESS

The Company is engaged in the business of manufacturing of pharmaceuticals Products.

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

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

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. 13,09,146 has been carried forward to profit & loss account.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of ' 60,00,000/- or more per annum / ' 5,00,000/- or more per month during the year. 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.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 1,56,56,750/-

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.

FINANCE

The Company has not borrowed loan from any Bank or Financial institution during the year under review.

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.

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.

BUSINESS RISK MANAGEMENT

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.

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Mrs. Payal Mehta, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

During the year under review, Company has accepted resignation of Mr. Mihir Mahendrabhai Patel, Mrs. Riddhi Mihir Patel, Ms. Naimi Mihir Patel and Mr. Shailesh Babubhai Patel from the Directorship of the Company on 16/06/2014.

The Company has appointed Mr. Harsh Jitendrakumar Shah as an additional director of the Company on 16/06/2014.

b) Declaration by an Independent Director(s) and reappointment, if any

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 Clause 49 of the Listing Agreement.

c) Formal Annual 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 and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year fourteen Board Meetings and one Independent Directors' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

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.

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, 2015, 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, 2015 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.

AMALGAMATION:

The Company has obtained approval from Hon'ble High Court of Gujarat for the Scheme of arrangement for revival of Relish Pharmaceuticals Limited and Amalgamation of Proper Dealcomm Private Limited (Transferor Company) with Relish Pharmaceuticals Limited (Transferee Company) and Re-organization of Share Capital of Relish Pharmaceuticals Limited (Transferee Company) vide Hon'ble High Court of Gujarat order dated 20/12/2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

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 annexed herewith as "Annexure-A".

RELATED PARTY TRANSACTIONS

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

A. Statutory Auditors

The Company's Auditors, M/s. B. J. Trivedi & Associates, Chartered Accountants, Ahmedabad who retires at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Internal Auditor

The Company has appointed M/s. Suresh R. Shah & Associates, Chartered Accountants, Ahmedabad as internal auditors of the company.

C. Secretarial Audit

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:

a) The company has not filed notice for trading window closure as required under clause 3.2.1 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 during the year under review.

In this regard the management of the Company has provided the following reply:

But the Company has informed BSE that the Company has complied the requirement of the regulation 8 (Code of Fair Disclosure) and regulation 9 (Code of Conduct) of the SEBI (Prohibition of Insider Trading) Regulation, 2015 on 30th May, 2015.

b) During the year under review, the Company has not appointed Key Managerial Personnel as required under section 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In this regard the management of the Company has provided the following reply:

But the company has appointed CEO and CFO on 20th August, 2015 and Company Secretary on 05/ 08/2015.

c) Composition of Board of Directors, Audit Committee & Nomination and Remuneration Committee:

The composition of the Board of Directors is not in compliance with clause 49 of Listing Agreement read with the provisions of Companies Act, 2013.

In this regard the management of the Company has provided the following reply:

The company is in the process of complying with these requirements of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-C".

DISCLOSURE AS PER 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 2014-15, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2015.

ACKNOWLEDGEMENT:

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.

For And on Behalf of the Company

Date : 16/05/2015 Place : Ahmedabad

Sd/- Sd/- Sd/- Dakshesh Shah Anar Patel Sujay Mehta Director Director Director (DIN: 00561666) (DIN: 02588388) (DIN: 02145467)

---

Mar 31, 2014

Dear members,

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-14.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2014 31.03.2013 (Rs) (Rs)

Gross Sales/Income 46,552,894 5,17,58,978

Less Depreciation 7,793,145 72,89,458

Profit/(Loss) before Tax (6,968,497) (2,93,07,287)

Taxes/Deferred Taxes 657,236 0

Profit/(Loss) After Taxes (7,625,733) (2,93,07,287) P&L Balance b/f (10,60,19,576) (7,51,29,076)

Profit/ (Loss) carried to Balance Sheet (113,645,309) (10,60,19,576)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mrs. Anar Patel, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

DIVIDEND:

In view of losses, your directors do not recommend any dividend during the year.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisional section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

AMALGAMATION:

The Company has obtained approval from Hon''ble High Court of Gujarat for the Scheme of arrangement for revival of Relish Pharmaceuticals Limited and Amalgamation of Proper Dealcomm Private Limited (Transferor Company) with Relish Pharmaceuticals Limited (Transferee Company) and Re-organization of Share Capital of Relish Pharmaceuticals Limited (Transferee Company) vide Hon''ble High Court of Gujarat order dated 20/12/2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 2l7(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of particuIars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is annexed herewith.

Further, during the period under review, following were earning and expenditure in Foreign Currency:

Earning in Foreign Currency: Rs. Nil (Previous Year Rs. Nil)

Expenditure in Foreign Currency: Nil (Previous Year Rs. Nil)

APPOINTMENT OF AUDITORS:

The Company had received Notice of Resignation under Section 140(4) read with Section 115 of the Companies Act, 2013 from M/s Rajesh Singi & Associates., Chartered Accountants, Ahmedabad in its capacity as a Statutory Auditors of the Company and the Board have recommended appointment of M/s. B. J. Trivedi & Associates, Chartered Accountants, Ahmedabad, as Statutory Auditors in place M/s Rajesh Singi & Associates., Chartered Accountants, Ahmedabad, the retiring Statutory Auditors.

The change in the Statutory Auditor is proposed in order to remain at the forefront of good governance and in recognition of regulatory changes under the Companies Act, 2013. The Company has sent a copy of the said Special Notice to the retiring Statutory Auditors.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Relish Group. In the year 2013-14, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognise the holistic nature of a sustainable approach. As such, this commitment is as much about our construction processes and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is a commitment to safeguard the health and safety of our employees and workers and for that company take the following steps.

* The company has been provided with change rooms and wash facilites. There are separate change rooms for ladies and gents workers.

* Street cloths and footwear are removed in the change room. Company uniform and footwear jare provided in the change room.

* The company uniform consists of Apron, Cap and Slipper for workers. White apron cap and slipper for staff, Blue apron, caps and safety shoe for maintenance and Brown apron,cap and slipper for house keeping persons.

* There is further change in the gowning procedures for personnel working in sterile area. They are trained in the gowning & de-gowning procedures. The gowning instructions are displayed in the entry of airlock of injection department.

* Persons working in beta lactum area are provided with separate set of uniforms (with different colour) over and above normal uniform. These uniforms are separately washed, dried and stored separately.

* All the employees are trained on the requirements of good personnel hygiene at the time of their training programme and same is monitored by QA officers and department heads on routine basis.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

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.

For And on Behalf of the Company

Date : 30/05/2014 Place : Ahmedabad Sd/- Sd/- Sd/- Dakshesh Shah Anar Patel Sujay Mehta Director Director Director (DIN: 00561666) (DIN: 02588388) (DIN: 02145467)

---

Mar 31, 2013

To, The Members Relish Pharmaceuticals Limited

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-14.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2013 31.03.2012 (Rs.) (Rs.)

Gross Sales/Income 5,17,58,978 6,64,87,517

Less Depreciation 72,89,458 44,62,213

Profit/(Loss) before Tax (2,93,07,287) 2,05,04,950

Taxes/Deferred Taxes 0 1,09,65,452

Profit/(Loss) After Taxes (2,93,07,287) 95,39,498

P& L Balance b/f (7,51,29,076) (8,46,68,574)

Profit/ (Loss) carried to Balance Sheet (10,60,19,576) (7,51,29,076)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mrs. Ridhhiben Patel, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable''.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is annexed herewith.

Further, during the period under review, following were earning and expenditure in Foreign Currency:

Earning in Foreign Currency: Rs. Nil (Previous Year Rs. Nil)

Expenditure in Foreign Currency: Nil (Previous Year Rs. Nil)

APPOINTMENT OF AUDITORS:

M/s. Rajesh Singi _& Associates, Chartered Accountants, Ahmedabad the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Relish Group. In the year 2012-13, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognise the holistic nature of a sustainable approach. As such, this commitment is as much about our construction processes and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is a commitment to safeguard the health and safety of our employees and workers and for that company take the following steps.

- The company has been provided with change rooms and wash facilites. There are separate change rooms for ladies and gents workers.

- Street cloths and footwear are removed in the change room. Company uniform and footwear are provided in the change room.

- The Company uniform consists of Apron, Cap and Slipper, for workers. White apron cap and slipper for staff, Blue apron, caps and safety shoe for maintenance and Brown apron, cap and slipper for house keeping persons.

- There is further change in the gowning procedures for personnel working in sterile area. They are trained in the gowning & degowning procedures. The gowning instructions are displayed in the entry of airlock of injection department.

- Persons working in beta lactum area are provided with separate set of uniforms (with different colour) over and-above normal uniform. These uniforms are separately washed, dried and stored separately.

- All the employees are trained on the requirements of good personnel hygiene at the time of their training programme and same is monitored by QA officers and department heads on routine basis.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

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.

For And on Behalf of the Company

Date : 30/05/2013

Place : Ahmedabad Sd/- Sd/- Sd/-

Director Director Director

(Mihir Patel) (Riddhi Patel) (Dakshesh Shah)

---

Mar 31, 2012

To, The Members of Relish Pharmaceuticals Limited

The Directors'' present the Annual report on the business and operations of your Company for the year 2012-13.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2012 31.03.2011 (Rs.) (Rs.)

Gross Sales/Income 6,64,87,517 9,99,32,110

Less Depreciation 44,62,213 31,98,572

Profit/(Loss) before Tax 2,05,04,950 68,06,294

Taxes/Deferred Taxes 1,09,65,452 Nil

Profit/(Loss) After Taxes 95,39,498 68,06,294

P& L Balance b/f (8,46,68,574) (9,14,74,868)

Profit/ (Loss) carried to Balance Sheet (7,51,29,076) (8,46,68,574)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

During the Year Mr. Dakshesh Ramesh Shah and Mrs. Anar Jayesh Patel were appointed as Additional Director on 26th May, 2012. Ms. Payalben Sujay Mehta and Mr. Sujay Jyotindra Mehta were appointed as an Additional Director on 23rd May, 2012. and Ms. Naimi Mihir Patel was appointed as an Additional Directors on 11th October, 2012 and also Board recommend their appointments as Regular Directors of the Company under section 255 of the Companies Act, 1956 in this Annual General Meeting of the Company, the Board took note of the same.

Mr. Shailesh Babubhai Patel, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is annexed herewith.

Further, during the period under review, following were earning and expenditure in Foreign Earning in Foreign Currency: Rs. Nil (Previous Year Rs. Nil)

Expenditure in Foreign Currency: Nil (Previous Year Rs. Nil)

APPOINTMENT OF AUDITORS:

During the year M/s. R M Nagar & Accociates, Chartered Accountant, Ahmedabad has resigned and hence in order to fill up casual vacancy arise due to such resignation, the shareholders of the Company has appointed M/s. Rajesh Singi & Accociates, Chartered Accountants, Ahmedabad, as Auditors of the Company w.e.f 25/05/2012 of the Company. M/s. Rajesh Singi & Accociates, Chartered Accountants, Ahmedabad Auditors hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Relish Group. In the year 2011-12, one specific area which was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognise the holistic nature of a sustainable approach. As such, this commitment is as much about oura construction processes and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with. -

This is a commitment to safeguard the health and safety of our employees and workers and for that company take the following steps.

- The company has been provided with change rooms and wash facilites. There are separate change rooms for ladies and gents workers.

- Street cloths and footw n ar are removed in the change room. Company uniform and footwear are providejeraTthe change room.

k- The Company uniform consists of Apron, Cap and Slipper for workers. White apron,cap and slipper for staff, Blue apron, caps and safety shoe for maintenance and Brown apron, cap and slipper for house keeping persons.

- There is further change in the gowning procedures for personnel working in sterile area. They are trained in the gowning & degowning procedures. The gowning instructions are displayed in the entry of airlock of injection department.

- Persons working in beta lactum area are provided with separate set of uniforms (with different colour) over and above normal uniform. These uniforms are separately washed, dried and stored separately.

- All the employees are trained on the requirements of good personnel hygiene at the time of their training programme and same is monitored by QA officers and department heads on routine basis.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

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.

For And on Behalf of the Company

Date : 27/06/2012

Place : Ahmedabad Sd/- Sd/- Sd/- Director Director Director (Mihir Patel) (Riddhi Patel) (Shailesh Patel)

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Mar 31, 2010

The Members Relish Pharmaceuticals Limited

The Directors' present the Annual report on the business and operations of your Company for the year 2009-2010.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended 31.03.2010 31.03.2009 (Rs.) (Rs.)

Gross Sales/Income 8,76,23,452 7,19,28,955

Less Depreciation 36,68,839 42,48,415

Profit/(Loss) before Tax 28,79,404 4,46,976

Taxes/Deferred Taxes Nil 96,420

Profit/(Loss) After Taxes 28,79,404 3,50,556

P& L Balance b/f (9,43,54,272) (9,47,04,828)

Profit/(Loss) carried to Balance Sheet (9,14,74,868) (9,43,54,272)

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mrs. Ramilaben Harshad Patel Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

The Company has not accepted any deposit from the public during the year.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of die annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of diis act for safeguarding the assets of the company and for preventing and detecting fraud and odier irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is annexed herewith.

Further, during the period under review, following were earning and expenditure in Foreign Currency:

Earning in Foreign Currency : Rs. Nil (Previous Year Rs. Nil)

Expenditure in Foreign Currency : Nil (Previous Year Rs. Nil)

APPOINTMENT OF AUDITORS:

M/S. R M NAGAR & ACCOCIATES, Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

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.

For & on behalf of the Board of Directors Director Director

Place : Ahmedabad Date : 31/07/2010

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Mar 31, 2009

The Directors present the Annual report on the business and operations of your Company for the year 2008-2009.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended Year Ended

31.03.2009 31.03.2008

(Rs.) (Rs.)

Gross Sales/Income 71,928,955 39,790,713

Less Depreciation 4,248,415 4,333,450

Profit/(Loss) before Tax4, 46,976 667,700

Taxes/Deferred Taxes 96,420 30,000

Profit/(Loss) After Taxes, 3,50,556 697,700

P& L Balance b/f 94,704,828 94,007,128

Profit/ (Loss) carried to Balance Sheet 94,354,272 94,704,828

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Shailesh Babubhai Patel Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DTVTDEND:

In view of losses, your Directors do not recommend any dividend during the year.

DEPOSITS:

The Company has not accepted any deposit from the public during the year.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/S. R M NAGAR & ACCOCIATES, Chartered Accountants, Ahmedabad, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

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.

For & on behalf of the Board of Directors

Place: Ahmedabad

Date : 08/08/2009 Chairperson