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Cupid Trades & Finance Ltd.

BSE: 512361 Sector: Others
NSE: N.A. ISIN Code: INE108G01010
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Cupid Trades & Finance Ltd. (CUPIDTRADES) - Director Report

Company director report

Dear Shareholders

Your Directors here by present the30thAnnual Report on business and operations of theCompany together with the Audited statements of Accounts for the financial year ended on 31stMarch 2016.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out anybusiness activities and faces huge set back. So company not in position to generate anyrevenue from the operation but due to some fixed cost company posted Net Loss of Rs.141066/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:

The Company does not have any significant business activity and not carried out anybusiness since last 2 to 3 years.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to lossincurred.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued subscribed and paid up capital of the Company is Rs 9600000/- (RupeesNinety Six Lacs) divided into 960000 (Nine Lac Sixty Thousand) equity shares of Rs 10/-each. There has been no change in the share capital of the Company during the year.

CHANGE OF REGISTERED OFFICE OF THE COMPANY:

During the year under review Company shift its registered office from state ofMaharashtra to State of MadhayPardesh vide result of postal ballot dated January 05 2016.Application for shifting of registered office from one sate to other sate pending withrespective Reginal Director of the company.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary associate companies & joint ventures.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of the Loans and Guarantees given during the year under review fallingunder Section 186 of the Companies Act 2013 is given along with this report. The detailsof Investments are as mentioned in the notes of financial statements. During the yearunder review the company has not provided any security falling within in purview ofSection 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act 2013 MR. KETANBHAI SORATHIYAretire by rotationat the ensuing AGM and being eligible offers himself for reappointment.

Since the Company does not have any significant business activities hence the Volumeand Scope of work for the Company Secretary and Chief Financial Officer are less and it isnot a full time work and the job of Company Secretary and Chief Financial Officer are notattractive commensurate with the scope of work and salary.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of businessexigencies or urgency of matters resolutions are passed by circulation. During the year 8(Eight) number of Board meetings were held. The dates of the Board Meetings were25.05.2015 01.08.2015 22.08.2015 26.08.2015 28.08.2015 28.10.2015 26.11.2015 and11.02.2016.

Attendance record of Directors attending the Board meetings and Annual GeneralMeetings:

Name of the Director Designation Attendance of Board Meeting Last AGM attendance
KETANBHAI SORATHIYA Non-Executive (Director) 8 Yes
ANIL MISTRY Non-Executive Independent Director 8 Yes
NARESH SHINDE Non-Executive Independent Director 2 No
Resigned as on 22.08.2015
DINABEN GANATRA Non-Executive Independent Director 5 No
Appointed as on 22.08.2015

None of the Director is a member in more than 10 Companies and Act as Chairman in morethan 5 Companies across all Companies in which he is a Director.

AUDIT COMMITTEE:

The Audit Committee of the Company presently comprises of three Directors being Mr.KETANBHAI SORATHIYA Mr. ANIL MISTRY and MS. DINA GANATRA.

The role terms of reference authority and powers of the audit committee are inconsonance with the provisions of Section 177 of the Companies Act 2013 and of theListing Agreement.

Role/ Functions of the Committee:- o Reviewing with management the annual financialstatements before submission to the Board. o Recommending the appointment and removal ofexternal auditors fixation of audit fee and also approval for payment for any otherservices. o Review of policies relating to risk management – operational andfinancial. o Reviewing with the management external auditors and the adequacy of theinternal control system.

Powers of the Committee:-

To investigate any activity within its terms of reference.

To secure attendance of and seek any information from any employee includingrepresentative of the prime shareholders (subject to their internal approvals).

Compliance with accounting standards.

To obtain outside legal or other professional advice if necessary.

To secure attendance of outsiders with relevant expertise if it considers necessary.Compliance with Stock Exchange and legal requirements concerning financial statements.

Attendance at the Audit Committee Meetings:

During the year the Audit Committee met 4 times on 25.05.2015 01.08.2015 28.10.2015and 11.02.2016 attendance of the members as under:-

Name No. of Held Meeting attended Attended
KETANBHAI SORATHIYA 4 4
ANIL MISTRY 4 4
NARESH SHINDE 4 2
DINABEN GANATRA 4 2

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per theprovisions ofSection 178(1) of the Companies Act 2013 on 20.05.2015 to review and torecommend theremuneration payable to the Executive Directors andSenior Management of the Company basedon their performance anddefined assessment criteria.

Nomination and Remuneration Committee of the Company presently comprises of threeDirectors being Mr. KETANBHAI SORATHIYA Mr. ANIL MISTRY andMS. DINA GANATRA. During theyear One Meeting was held on 22.08.2016 and all members were remain present during themeeting.

The following is the terms of reference of Nomination and Remuneration Committee:-

-Formulation of the criteria for determining qualifications positive attributesandindependence of a director and recommend to the Board a policyrelating to the level andcomposition of remuneration of the directors keymanagerial personnel and other employees;

- Formulation of criteria for evaluation of independent directors and the Board;

- Devising a policy on Board diversity; and

-Identifying persons who are qualified to become directors and who may beappointed insenior management in accordance with the criteria laid downand recommend to the Boardtheir appointment and removal.

Nomination and Remuneration Policy:-

The Committee is in process of formulating Nomination and Remuneration Policy whichdetermines criteria inter-alia qualification positive attributes and independence ofDirectors for their appointment on the Board of the Company and payment of remuneration toDirectors Key Managerial Personnel and other Employees.The Committee shall consider thefollowing attributes / criteria whilst recommending to the Board the candidature forappointment as Director.

-Qualification expertise and experience of the Directors in their respective fields;

- Personal Professional or business standing;

- Diversity of the Board

In case of re-appointment of Non Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has re-named Share Holders Grievance/ ShareTransfer Committeeas 'Stakeholders Relationship Committee' in order to align it with theprovisions of Section178 of the Companies Act 2013. The Committee has been constituted tostrengthen the investorrelations and to inter-alia look into issues relating toshareholders grievances pertaining to transfer ofshares non- receipt of declareddividends non-receipt of Annual Report issues concerning de-materializationetc.

This committee presently consists of three directors namelyMr. KETANBHAI SORATHIYAMr. ANIL MISTRY and MS. DINA GANATRA. During the yeartwo meetings were held on 25.05.2015and 11.02.2016.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformationrequired pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment andRemuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the medianremuneration of the employees of the Company for the Financial yearis not given.

AUDITORS AND AUDITORS' REPORT:

M/s. RISHI SEKHRI AND ASSOCIATES CHARTERED ACCOUNTANTS Mumbai (Firm Reg. No.128216W) Statutory Auditor of the company hold office until the conclusion of the ensuingAnnual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s.K. H. Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in the prescribed Form NoMR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board
a) The Company has decided not to opt for compliance of Corporate Governance Report for the time being The paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Corporate Governance for the time being.
b) Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee.
c) Updating of website with regard to various policies is pending The company will take necessary steps to update website with regard to various policies which are pending.
d) The company has not complied with certain regulation of SEBI (LODR) Regulation 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. The company will take necessary steps to comply with the same.
e) As per section 203(1)(i)(ii) & (iii) the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. Since the Company does not have any significant business activities hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.
f) As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system.
g) The company has not maintained the attendance register for Board and committee meeting The company will take necessary steps to maintain the attendance register for board and committee meetings.
h) Statutory Registrar as per companies Act 2013 is yet to be updated. The company will take necessary steps to update Statutory Register as per companies Act 2013.
i) Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. The company will ensure to file all relevant documents in time with ROC and other authorities as when required.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up forInternal Controls.

EXTRACT OFANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3)of the Companies Act 2013(‘the Act') and rule 12(1) of theCompanies (Management and Administration) Rules2014 inthe prescribed Form No. MGT 9forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholdersand it includes discussion on matters as required under the provisions SEBI (LODR)Regulation 2015forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April 2014 hadamendedClause 49 and made it applicable to all the listed Companies. Further SEBI videits circular no.CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 had made the Clause49 on CorporateGovernance non-mandatory to the following class of Companies: a. Companieshaving paid up equity share capital not exceeding Rs.10 crores and Net worthnot exceedingRs.25 crores as on the last day of the previous financial year; Provided that where theprovisions of Clause 49 becomes applicable to a company at a laterdate such company shallcomply with the requirements of Clause 49 within six monthsfrom the date on which theprovisions became applicable to the company. b. Companies whose equity share capital islisted exclusively on the SME and SME-ITP Platforms.

Accordingly the paid up capital and net worth is below theprescribed limit formandatory applicability of Corporate Governance clause. The Companyhas decided not to optfor compliance of Clause 49 for the time being.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3)of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is notrequired to be given as there were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the yearwas Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the CompaniesAct 2013 shall state that:

a) In the preparation of the annual accounts the applicable accountingstandards havebeen followed along with proper explanation by way ofnotes to accounts relating tomaterial departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

e) Directors have prepared the accounts on a "going concern basis".

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and thatsuch systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL) ACT 2013: Since there are no women employees in the Companyhence no comments.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosureunder the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level.Hence no major risk factors are envisaged except for: a.Government Policies b. Human Resource Risk

VIGIL MECHANISM

As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on Behalf of the Board
For CUPID TRADES AND FINANCE LIMITED
PLACE: AHMEDABAD
DATE: 11.08.2016
Sd/-
(KETANBHAI SORATHIYA)
DIRECTOR
DIN: 01403554

Annexure to Director's Report

Particulars of Loans and Guarantees

Amount outstanding as at 31st March 2016

Amount in Lacs
Particulars Amount
Loans given Nil
Guarantee given Nil
Investment 295.59