Your Directors here by present the33RDAnnual Report on business andoperations of the Company together with the Audited statements of Accounts for thefinancial year ended on 31st March 2019.
During the year under review total revenue earned was Rs. 3500000/- and expenses wasRs. 14761612/- hence posted net loss of Rs. 11261612/-.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:
The Company does not have any significant business activity except trading.
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.
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.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies & joint ventures.
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. KetanbhaiSorathiyaretire by rotationat the ensuing AGM and being eligible offers himself for reappointment.
Mr. RAGHAVBHAI MANIYA was appointed as an Additional Director with effect from28.09.2018 and be and is hereby appointed as a director (Non-Executive) of the companyliable to retire by rotation.
Mr. KANUBHAI SHAMJIBHAI PATEL (DIN-08227396)and Mr.GOVINDBHAI DHANJIBHAI DHAPA(DIN-08227414) were appointed on 28.08.2018as an Additional Director of the Company andare hereby appointed as an Independent Director of the Company to hold office for fiveconsecutive years up to the conclusion of the Annual General Meeting to be held in thecalendar year 2024.
Mr. DEENABEN GANATRAand Mr. NIKUNJ NAVINBHAI SANGHANI were resigned as on 28.09.2018.
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.
COMPOSITION OF THE BOARD:
The Company has an optimum mix of Non-Executive and Independent Directors includingWoman Director. All the members of theBoard are competent and are persons of repute withstrength of character professional eminence having the expertise in theirrespectivedisciplines to deal with the management functions of the company. The composition of theBoard of Directors as at 31st March 2019:
|Sr. Name of No. Director ||Executive/ NonExecutive/ Independent ||No. of Directorships Held in Public Limited Companies (Including the Company) || |
#Committee(s) position (Including the Company)
| || || ||Member ||Chairman |
|1 KETANBHAI ||Non-Executive ||1 ||-- ||-- |
|SORATHIYA ||(Director) || || || |
|2 GOVINDBHAI ||Non-Executive ||1 ||2 ||-- |
|DHAPA ||Independent || || || |
|3 KANUBHAI ||Non-Executive ||1 ||1 ||1 |
|PATEL ||Independent || || || |
|4 RAGHAVBHAI ||Non-Executive ||1 ||1 ||1 |
|MANIYA ||(Director) || || || |
# Only Audit Committee and Stakeholders' Relationship Committee has been considered asper Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations")
Name of other listed entities where Directors of the company are Directors and thecategory of Directorship:
|Sr. No. Name of Director ||Name of listed entities in which the concerned Director is a Director ||Category of directorship |
|1 KETANBHAI SORATHIYA || ||-- |
|2 GOVINDBHAI DHAPA || ||-- |
|3 KANUBHAI PATEL || ||-- |
|4 RAGHAVBHAI MANIYA || ||-- |
Minimum four pre-scheduled Board meetings are held annually. In case of businessexigencies or urgency of mattersresolutions are passed by circulation. During the year6(Six) number of Board meetings were held. The dates of the Board Meetings were25.05.201828.07.2018 29.08.2018 28.09.2018 03.11.2018 and 07.02.2019.Attendance record ofDirectors attending the Board meetings and Annual General Meetings:
|Name of the Director ||Designation ||Attendance of Board Meeting ||Last AGM attendance |
|KETANBHAI SORATHIYA ||Non-Executive (Director) ||6 ||YES |
|DINABEN GANATRA ||Non-Executive Independent ||3 ||YES |
|Resigned as on 28.09.2018 ||Director || || |
|NILESHKUMAR KAVA Resigned as on 29.08.2018 ||Non-Executive IndependentDirector ||2 ||NA |
|GOVINDBHAI DHAPA Appointed as on 28.09.2018 ||Non-Executive IndependentDirector ||2 ||NA |
|KANUBHAI PATEL Appointed as on 28.09.2018 ||Non-Executive IndependentDirector ||2 ||NA |
|RAGHAVBHAI MANIYA Appointed as on 28.09.2018 ||Non-Executive (Director) ||2 ||NA |
MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors met on February 07 2019 without the presence ofthe Executive Director and the Senior Management team. The meeting was attended bymajority of Independent Directors and was conducted to enable the Independent Director todiscuss matters prescribed under Schedule IV to the Act and Regulation 25(3) of the SEBI(LODR) Regulation 2015.
The Audit Committee of the reconstituted as on 28.09.2018 and presently comprises ofthree Directors being MR. GOVINDBHAI DHAPA MR. KANUBHAI PATEL and MS. RAGHAVBHAI MANIYA.
Terms of Reference:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised theterms of reference of the Committee. Therevised terms of reference are:
(1) oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
(2) recommendation for appointment remuneration and terms of appointment of auditorsof the company;
(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:
(a) matters required to be included in the director's responsibility statement to beincluded in the Board's report in terms of
(c) of sub-section
(3) of Section 134 of the Companies Act 2013; 41 (b) changes if any in accountingpolicies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment bymanagement;
(d) significant adjustments made in the financial statements arising out of auditfindings;
(e) compliance with listing and other legal requirements relating to financialstatements;
(f) disclosure of any related party transactions;
(g) modified opinion / Qualification in the draft audit report;
(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval;
(6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;
(7) reviewing and monitoring the auditor's independence; performance and effectivenessof audit process;
(8) Formulating a policy on related party transactions which shall include materialityof related party transactions; (9) approval or any subsequent modification of transactionsof the listed entity with related parties; (10) scrutiny of inter-corporate loans andinvestments;
(11) valuation of undertakings or assets of the company wherever it is necessary;
(12) evaluation of internal financial controls and risk management systems;
(13) reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
(14) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit; (15) discussionwith internal auditors of any significant findings and follow up there on;
(16) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;
(17) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern; (18)to look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;
(19) to review the functioning of the whistle blower mechanism;
(20) approval of appointment of Chief Financial Officer (i.e. the whole time FinanceDirector or any other person heading the finance function or discharging that function)after assessing the qualifications experience and background etc. of the candidate; (21)reviewing the utilization of loans and/or advances from/investment by the holding companyin the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiarywhichever is lower including existing loans / advances / investments existing as on thedate of coming into force of this provision; (22) to review the compliance with theprovisions of Regulation 9A of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 at least once in a financial year and to verify thatthe systems for internal control are adequate and are operating effectively; (23) to carryout any other function as is mentioned in the terms of reference of the Audit Committee.
Audit Committee shall mandatorily review the following information:
(1) management discussion and analysis of financial condition and results ofoperations;
(2) statement of significant related party transactions (as defined by the auditcommittee) submitted by management; (3) management letters / letters of internal controlweaknesses issued by the statutory auditors; (4) internal audit reports relating tointernal control weaknesses; and (5) the appointment removal and terms of remuneration ofthe Chief Internal Auditor shall be subject to review by the audit committee; (6)statement of deviations: (a) quarterly statement of deviation(s) including report ofmonitoring agency if applicable submitted to stock exchange(s) in terms of Regulation32(1) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015; (b) annual statement of funds utilized for purposes otherthan those stated in the offer document/prospectus/notice in terms of Regulation 32(7) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
Attendance at the Audit Committee Meetings:
During the year the Audit Committee met 4 times with attendance of the members asunder:
|25.05.2018 ||28.07.2018 ||03.11.2018 ||07.02.2019 |
|Name ||No. of Meeting attended |
| ||Held ||Attended |
|KETANBHAI SORATHIYA ||4 ||4 |
|DINABEN GANATRA ||2 ||2 |
|NILESHKUMAR KAVA ||2 ||2 |
|GOVINDBHAI DHAPA ||2 ||2 |
|KANUBHAI PATEL ||2 ||2 |
|RAGHAVBHAI MANIYA ||2 ||2 |
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been re-constituted on 28.09.2018 as per theprovisions of Section 178(1) of the Companies Act 2013 to review and recommend theremuneration payable to the Executive Directors and Senior Management of the Company basedon their performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently comprises of threeDirectors being MR. GOVINDBHAI DHAPA MR. KANUBHAI PATEL and MS. RAGHAVBHAI MANIYA.Duringthe year two Meetingwere held on 29.08.2018 and 28.09.2018 and all members were remainpresent during the meeting.
The terms of reference of the Committee:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the terms of reference of the Committee. Therevised terms of reference are:
(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees; (2)formulation of criteria for evaluation of performance of independent directors and theboard of directors; (3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal; (5) Specify the manner for effectiveevaluation of performance of Board its committees and individual directors to be carriedout either by the Board by the Nomination and Remuneration Committee or by an independentexternal agency and review its implementation and compliance; (6) whether to extend orcontinue the term of appointment of the independent director on the basis of the reportof performance evaluation of independent directors; (7) recommend to the board allremuneration in whatever form payable to senior management; (8) to administer andsupervise Employee Stock Options Schemes (ESOS) including framing of policies related toESOS and reviewing grant of ESOS; (9) Carrying out any other function as is mentioned inthe terms of reference of the Nomination and Remuneration Committee.
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.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformationrequired pursuant toSection 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.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has set up 'Stakeholders Relationship Committee'in order to align it with the provisions of Section178 of the Companies Act 2013. TheCommittee has been constituted to strengthen the investorrelations and to inter-alia lookinto issues relating to shareholders grievances pertaining to transfer ofshares non-receipt of declared dividends non-receipt of Annual Report issues concerningde-materializationetc.
This committee re-constituted as on 28.09.2018 and presently consists of threedirectors namely MR. GOVINDBHAI DHAPA MR. KANUBHAI PATEL and MS. RAGHAVBHAI MANIYA. Twocommittee meeting held on 28.07.2018 and 07.02.2019 respectively all committee memberspresent at the meeting.
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.
AUDITORS AND AUDITORS' REPORT:
M/S. RISHI SEKHRI AND ASSOCIATES CHARTERED ACCOUNTANTS MUMBAI FRN: 128216W be andare hereby appointed as the Statutory Auditors of the Company for a period of three yearsi.e. from the conclusion of this 31st Annual General Meeting till the conclusion of 34thAnnual General Meeting of the Company subject to annual ratification by the shareholdersat every Annual General Meeting and at such remuneration as may be fixed by the Board ofDirectors of the Company on the recommendation of the Audit Committee.
However the requirement of ratification of appointment of Statutory Auditors underproviso to Section 139 of the Companies Act 2013 is done away with under the Companies(Amendment) Act 2017. As such your Board does not seek members' ratification for theirre-appointment.
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 Ms. HeenaPatelCompany Secretaries in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 isannexed 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:
In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 submission of Corporate Governance report is notapplicable to the listed companies which have:
a. paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year; or
b. have listed its specified securities on the SME Exchange.
Accordingly the paid up capital and net worth is below the prescribed limit formandatory applicability of Corporate Governance. The Company has decided not to opt forcompliance of Regulation 27 (2) of SEBI (LODR)Regulation 2015 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 read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
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 Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes 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 that such systems were adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder.The Company has not received any sexual harassmentrelated complaints during the year 2018-19.
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 nodisclosure under 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
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
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: MUMBAI |
|DATE: 25.05.2019 |
|RAGHAVBHAI MANIYA |
|DIN: 08227387 |