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Rubra Medicaments Ltd.

BSE: 531099 Sector: Others
NSE: N.A. ISIN Code: INE396H01019
BSE 00:00 | 26 Dec Rubra Medicaments Ltd
NSE 05:30 | 01 Jan Rubra Medicaments Ltd
OPEN 4.50
PREVIOUS CLOSE 4.50
VOLUME 999
52-Week high 4.52
52-Week low 2.66
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.50
CLOSE 4.50
VOLUME 999
52-Week high 4.52
52-Week low 2.66
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rubra Medicaments Ltd. (RUBRAMEDICAMENT) - Director Report

Company director report

To

The Members

Checkpoint Trends Limited

Formerly known as Rubra Medicaments Limited

Your Directors have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March 2022.

1. FINANCIAL RESULTS

Your Company financial performance during the year 2021-22 is summarized below:

(Rs. In La khs)

Particulars 2021-2022 2020-2021
Income from Operations 201.11 48.50
Other Income 0.08 -
Less: Expenses (203.42) (47.69)
Profit/(Loss) Before Extraordinary Items and Tax (2.23) 0.81
Less: Extraordinary Items - -
Profit/(Loss) Before Tax (2.23) 0.81
Less: Taxation 1.42 0.25
Profit/(Loss) After Tax (3.65) 0.56
EPS (in Rs.) (0.07) 0.01

2. FINANCIAL SUMMARY

The Company earned income from operation of Rs. 201.11 during the FY 2021-22 ascompared to the income from operation of Rs. 48.50 Lakhs earned in the previous FY2020-21. The Company's Net loss for the Financial Year ended March 31 2022 stood at Rs.3.65 Lakhs as against a Net Profit of Rs. 0.56 Lakhs in the previous year.

3. CHANGE IN NAME OF THE COMPANY

Subsequent to the financial year ended 2021-2022 a Special Resolution was passed bythe Members through Postal Ballot on April 6 2022 for change of name of the company fromRubra Medicaments Limited to Checkpoint Trends Limited. The company received name changecertificate from ROC on May 26 2022.

4. CHANGE IN NATURE OF BUSINESS

Subsequent to the financial year ended 2021-2022 a Special Resolution was passed by theMembers through Postal Ballot on April 6 2022 for addition to the main object of thecompany. The company received alteration of object clause certificate from ROC on April25 2022.

5. TRANSFER TO RESERVES

Profit (Loss) during the year has been transferred to Reserves.

6. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 82000000/- divided into 8200000equity shares of Rs. 10/- each and the paid-up share capital of the Company is Rs.54683000/- divided into 5468300 equity shares of Rs. 10/- each.

The Company has not issued any kind of shares or securities during the year underreview.

7. DIVIDEND

The Board of Directors expressed their inability to recommend any dividend on equityshares for the year ended March 31 2022.

8. PUBLIC DEPOSITS

During the year the Company has not accepted any deposits from public nor during theprevious financial year.

9. BUY-BACK / SWEAT EQUITY / BONUS SHARES

The Company has neither bought back its shares nor has issued any sweat equity or Bonusshares during the year under review.

10. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

11. STATUTORYAUDITORS

The Members had appointed M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal&Company) Chartered Accountants as Statutory Auditor of the Company at the Annual GeneralMeeting held on September 29 2018 for a period of three years from FY 2018-19 till FY2020-21.

Further M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal& Company)Chartered Accountants has been reappointed as the Statutory Auditors of the Company in the30th Annual General Meeting held on September 30 2021 to hold office for afurther period of two (2) financial years (from FY 2021-2022 till FY 2022-2023) at aremuneration to be determined by the Board of Directors and Auditors.

12. INTERNAL AUDITOR

The Internal Auditor was appointed for a period of three years from FY 2021-22 to FY2023-24. Hence Ms. Ankita Agawane is the Internal Auditor of the Company forthe FY 2021-22.

13. STATUTORY AUDIT REPORT

The Auditors' Report on the financial statement for the current year isself-explanatory therefore does not require any further explanation. The Company hasalready submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 to the Stock Exchange(s).

14. COST AUDITOR REPORT AND COST RECORD

Appointment of Cost Auditor and maintenance of cost records is not applicable to thecompany.

15. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Ms. Maithili Nandedkar Practicing Company Secretary was re-appointed as SecretarialAuditor to conduct the Secretarial Audit of the Company for the Financial Years 2021-22 to2023-24 pursuant to Section 204 of the Companies Act 2013 and rules made there under. TheSecretarial Audit Report for the Financial Year 2021-2022 forms part of the Annual Report.The Secretarial Auditors' Report to the Members for the year under review is qualified.The Secretarial Audit Report is annexed to this Report.

The secretarial Audit report for the current year is self-explanatory therefore doesnot require any further explanation and listing fees has not paid due to financial crisesfaced by the company.

16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION143

There are no frauds reported by the Statutory Auditors of the Company under Section 143(12).

17. DIRECTORSAND KEY MANAGERIAL PERSONNEL

In accordance with the Companies Act none of the Directors are liable to retire byrotation at the ensuing Annual General Meeting.

During the year under review Mr. Harish Surve was appointed as a Non-executiveIndependent Director of the Company for a period of 5 (Five) years i.e. from April 152021 to April 14 2026.

Subsequent to year ended under review subject to the approval of members in this AGMMs. Sneha Thakur was re-appointed as an Independent Non-executive Director of the Companyfor a period of 5 (Five) years i.e. from July 7 2022 to July 6 2027

18. ANNUAL RETURN

The Annual Return along with Notice of AGM is uploaded on the website of the Company.The web link for the same is as under: www.rubramed.com

19. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES IF ANY:

As on March 31 2022 the Company does not have any subsidiary associate or jointventure.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this report as AnnexureI.

21. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The web link for the policy is as under:http://www.rubramed.com/policies/Whistle-Blower-Policy.pdf

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company asit does not fall within the purview of Section 135(1) of the Companies Act 2013.

23. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013. Therelated party transactions as per IND AS 24 are given in the notes to the financialaccounts and forms part of the Annual Report.

The policy on Related Party Transactions is part of the website of the Company. The weblink for the policy on related party transaction is as under:http://www.rubramed.com/policies/Related-Party-Transaction.pdf

24. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. Details of the Familiarization program for IndependentDirectors form part of the website of the Company. The web link of Familiarization programis as under: http://www.rubramed.com/policies/Familarisation-of-Independent-Director.pdf

26. INDEPENDENT DIRECTOR'SMEETING

The Board of Directors of the Company meets once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Directorsis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

27. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the Independent Directors of the Company havegiven the declaration to the Company that they qualify the criteria of independence asrequired under the Act.

28.A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO

INTEGRITY EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENTDIRECTORS APPOINTED DURING THE YEAR

In the opinion of the board the independent directors fulfill the conditions specifiedin SEBI (LODR) Regulations 2015 and are independent of the management of the Company.

29. BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder committeeincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution and independence of judgment thereby safeguarding the interestof the Company. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.

30. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 compliance of Corporate Governance is notmandatory. However the company has complied with the provisions of Regulation 17 to 27 ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 to the extent possible. A separate section on Corporate Governanceforms part of the Directors' Report as stipulated in Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in theAnnual Report as Annexure II.

31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board hereby states that the Company has complied with all the applicablesecretarial standards to the extent possible.

32. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS

MADE UNDER SECTION 186 OF COMPANIES ACT 2013

Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts formingpart of the Annual Report. The loans and advances made by the Company during thefinancial year under review are within the limits prescribed in the section 186 of theCompanies Act 2013

33. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END

OF FINANCIAL YEAR

There have been no material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the report. Due to Current Pandemic situationCompany's operation has come to standstill. As per MCA Circular Current year AGM is beingheld through Video Conferencing. Necessary procedure is given in the AGM Notice. Membersare requested to update their Email ID either by writing to the Company or through theRegister or Transfer Agents.

34. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and/or material order was passed by any Regulator any Court in India orany Tribunal impacting the going concern status and the Company's operations in future.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING

UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITHTHEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

As on March 31 2022 there is no proceeding pending under the Insolvency andBankruptcy Code 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE

AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There is no one time settlement done with bank or any financial institution.

37. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING THE DIRECTORS

REPORT SHALL EXPLAIN THE REASON THEREOF

The trading of the company has not been suspended.

38. NOMINATION AND REMUNERATION POLICY

An extract of the Company's policy relating to directors appointment payment ofremuneration and discharge of their duties is annexed herewith. The web link to theNomination and Remuneration Policy is as under:http://www.rubramed.com/policies/NominationandRemunerationPolicy.pdf

39. PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remunerationaggregating to the sum prescribed in Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. The Board thereafter constituteda sexual harassment committee where the chairperson of the Committee is Ms. Sneha Thakurand Ms. Abha Kapoor and Mr. Gopal Sahu are the Members. All employees (permanentcontractual temporary trainees) are covered under this policy.

a. number of complaints filed during the financial year - None b. number of complaintsdisposed of during the financial year - None c. number of complaints pending as on end ofthe financial year – None

The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit andlimited reviews of performance taking place periodically.

43. COVID-19 AND ITS IMPACT

During the year under review the covid-19 pandemic developed rapidly globally therebyforcing the government to enforce complete lock-down since April 2020 to June 2021 andlater availability of labour as surrounding villages were not allowing residents to go forwork in factories. The Board of Directors and employees maintain social distance and otherprecautions as per government directions. The pandemic has drastically affected theoperations and the financials of the company.

44. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK

The Independent directors of the company are yet to be registered with Independentdirector databank.

45. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act the Directors state that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any; (b)Appropriate accounting policies have been selected and applied consistently and have madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2022 and of the profit for theCompany for the year ended March 31 2022; (c) Proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) The annual accounts have been prepared on agoing concern basis; (e) Proper internal financial controls were followed by the Companyand such internal financial controls are adequate and were operating effectively; (f)Proper systems are devised to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.

46. ACKNOWLEDGEMENT

Your Directors takes opportunity to show gratitude towards the assistance andcooperation received from Shareholders.

For and on Behalf of the Board of Directors of
Checkpoint Trends Limited
Place: Mumbai
Date: August 11 2022 Director Director

.