<dhhead>DIRECTOR’S REPORT</dhhead>
Dear Shareholders,
Your directors here by present the 37 Annual Report on business and
operations of the Company together with the Audited statements of Accounts for the
financial year ended on 31s March 2023.
1. OPERATIONS REVIEW:
During the year under review No Revenue generated and expenses
2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF
THE COMPANYS AFFAIR:
The Company does not have any significant business activity except
trading.
3. DIVIDEND:
Your directors have not declared any dividend during the year under
review due to loss incurred.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
5. SHARE CAPITAL:
The issued, subscribed and paid-up capital of the Company is Rs.
9600000/- (Rupees Ninety-Six Lacs Only) divided into 9,60,000 (Nine Lac Sixty Thousand)
equity shares of Rs. 10/- each. During the year under review, the Company has not issued
shares or granted stock options or sweat equity. There has been no change in the share
capital of the Company during the year.
6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies &
joint ventures.
7. DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not made any investment, given guarantee and securities
during the year under review.
9. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings.
10. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arms length basis and were in the ordinary course of the business.
There are significant related party transactions made by the company.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There were no material changes during the financial year under review.
12. SIGNIFICANT ORDERS:
Company has received show cause notice from the Stock Exchange Show
Cause Notice letter : Ref No.: L/SURV/OFL/KM/DL/COMP/512361/SCN dated 11.03.2022 in the
matter of Compulsory delisting of securities of Cupid Trades and Finance Limited from BSE
LTD, which Company has submitted their replies. Which is the significant order passed by
the regulators, impacting going concern and companys operations
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 the
following changes have been occurred during the financial year 2022-2023.
1. Mr. Jayesh Dalal resigned as an Independent director w.e.f. 4th
May, 2022.
2. Ms.Asha Satpute was appointed as an additional Independent director
w.e.f 4th May, 2022 and was regularized on 30th September, 2022.
3. Ms. Varsh Joshi was designated as Chairperson and regularized on 30th
September, 2022.
4. Mr. Krishna kant Maurya was designated as the managing Director with
effect from 14th February, 2022 and his appointment was regularized on 30th
September, 2022.
Company is in process to appoint a qualified candidate for Company
Secretary.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013.
15. COMPOSITION OF THE BOARD:
The Company has an optimum mix of Non-Executive and Independent
Directors. All the members of the Board are competent and are persons of repute with
strength of character, professional eminence, having the expertise in their respective
disciplines to deal with the management functions of the company.
The composition of the Board of Directors as at 31st March,
2023
Sr. Name of Director No. |
Executive/ Non-Executive/ Independent |
No. of Directorships Held in Public
Limited Companies (Including this Company) |
#Committee(s) position
(Including the Company) |
|
|
|
Member |
Chairperson |
| 1 *Krishnakant Maurya |
Managing Director |
1 |
0 |
0 |
| 2 Varsha Labhshankar Joshi |
Non-Executive Chairperson |
1 |
0 |
0 |
| 3 Asha Satpute** |
Non-Executive Independent Director |
1 |
3 |
0 |
| 4 Ninad Dhuri |
Non-Executive Independent Director |
1 |
1 |
2 |
| 5 Meeta Maurya |
Non-Executive |
1 |
2 |
1 |
*Mr. Krishnakant Maurya was appointed as Managing Director w.e.f.
14.02.2022.
**Ms. Asha Stapute was appointed as the additional director and Mr.
Jayesh Dalal resign w.e.f. 04.05.2022
16. MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by circulation. In the
year 2022-23, 5 meetings of the Board of Directors were conducted. Where in proper notice,
agenda were dispatch to the Board Members. The maximum gap between the two meetings is not
more than 120 days.
Sr.No |
Date of Board Meeting |
Total No. of Directors associated as on
the date of meeting |
No. of directors attended |
| 1 |
04.05.2022 |
5 |
5 |
| 2 |
28.05.2022 |
5 |
5 |
| 3 |
06.08.2022 |
5 |
5 |
| 4 |
14.11.2022 |
5 |
5 |
| 5 |
13.02.2023 |
5 |
5 |
*Ms. Asha Stapute was appointed as the additional director and Mr.
Jayesh Dalal resign w.e.f. 04.05.2022
17. MEETING OF INDEPENDENT DIRECTORS
The Companys Independent Directors met on 28th May, 2022
without the presence of the Executive Director and the Senior Management team. The meeting
was attended by all the Independent Directors and all overall performance review was
carried out.
18. AUDIT COMMITTEE:
The Audit Committee presently comprises of three Directors being Ms.
Asha Satpute, Mr. Ninad Dhuri and Mrs. Meeta Maurya.
Therefore, Company had conducted 4 audit committee during the year and
all the directors attended the meeting conducted on 28th May, 2022,06th
August, 2022, 14th November, 2022 and 13th February, 2023
*Ms. Asha Stapute was appointed as the additional director and Mr.
Jayesh Dalal resign w.e.f. 04.05.2022 Terms of Reference:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018, the Company has revised the terms of reference of the
Committee. The revised terms of reference are:
(1) Oversight of the companys financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible;
(2) Recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
(3) Approval of payment to statutory auditors for any other services
rendered by the statutory auditors;
(4) Reviewing, with the management, the annual financial statements and
auditors report thereon before submission to the board for approval, with particular
reference to:
(a) matters required to be included in the directors responsibility
statement to be included in the Boards report in terms of clause (c) of sub-section (3)
of Section 134 of the Companies Act, 2013;
(b) Changes, if any, in accounting policies and practices and reasons
for the same;
(c) Major accounting entries involving estimates based on the exercise
of judgment by management;
(d) Significant adjustments made in the financial statements arising
out of audit findings;
(e) Compliance with listing and other legal requirements relating to
financial statements;
(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
before submission to the board for approval;
(6) reviewing, with the management, the statement of uses / application
of funds raised through an issue (public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other than those stated in the offer document
/ prospectus / notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue and making appropriate recommendations
to the board to take up steps in this matter;
(7) reviewing and monitoring the auditors independence; performance,
and effectiveness of audit process;
(8) Formulating a policy on related party transactions, which shall
include materiality of related party transactions;
(9) approval or any subsequent modification of transactions of the
listed entity with related parties;
(10) scrutiny of inter-corporate loans and investments;
(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 auditors, adequacy of the internal control systems;
(14) reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and frequency of internal
audit;
(15) discussion with internal auditors of any significant findings and
follow up there on;
(16) reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the board;
(17) discussion with statutory auditors before the audit commences,
about the nature and 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 depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors;
(19) to review the functioning of the whistle blower mechanism;
(20) approval of appointment of Chief Financial Officer (i.e. the whole
time Finance Director 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 company in the subsidiary exceeding rupees 100 crore or 10% of the asset
size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision;
(22) to review the compliance with the provisions of Regulation 9A of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
at least once in a financial year and to verify that the systems for internal control are
adequate and are operating effectively;
(23) to carry out 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 of operations;
(2) statement of significant related party transactions (as defined by
the audit committee),
submitted by management;
(3) management letters / letters of internal control weaknesses issued
by the statutory auditors;
(4) internal audit reports relating to internal control weaknesses; and
(5) the appointment, removal and terms of remuneration of the Chief
Internal Auditor shall be
subject toreview by the audit committee;
(6) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
(b) annual statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the
Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
19. NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 to review and recommend the
remuneration payable to the Executive Directors and Senior Management of the Company based
on their performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently
comprises of three Directors being Ms. Asha Satpute, Mr. Ninad Dhuri and Mrs. Meeta
Maurya.
During the year two Meeting was held on 04th May, 2022 &
06th August, 2022 and all members were remaining present during the meeting.
*Ms. Asha Stapute was appointed as the additional director and Mr.
Jayesh Dalal resign w.e.f. 04.05.2022
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. The revised terms of reference are:
(1) formulation of the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the board of directors
a policy relating to, the remuneration of the directors, key managerial personnel and
other employees;
(2) Formulation of criteria for evaluation of performance of
independent directors and the board 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 appointed in senior management in accordance with the criteria laid down and
recommend to the board of directors their appointment and removal;
(5) Specify the manner for effective evaluation of performance of
Board, its committees and individual directors to be carried out either by the Board, by
the Nomination and Remuneration
(6) Whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors;
(7) recommend to the board, all remuneration, in whatever form, payable
to senior management;
(8) To administer and supervise Employee Stock Options Schemes (ESOS)
including framing of policies related to ESOS and reviewing grant of ESOS;
(9) Carrying out any other function as is mentioned in the terms of
reference of the Nomination and Remuneration Committee.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration
Policy which determines criteria inter-alia qualification, positive attributes and
independence of Directors for their appointment on the Board of the Company and payment of
remuneration to Directors, Key Managerial Personnel and other Employees. The Committee
shall consider the following attributes / criteria, whilst recommending to the Board the
candidature for appointment 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 into consideration the performance evaluation of the Director and his engagement
level.
20. REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The
Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration
of each director to the median remuneration of the employees of the Company for the
Financial year is not given.
21. 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 Section 178 of the
Companies Act, 2013. The Committee has been constituted to strengthen the investor
relations and to inter-alia, look into issues relating to shareholders grievances
pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of
Annual Report, issues concerning de-materializationetc.
This committee presently consists of three directors namely, Ms. Asha
Satpute, Mr. Ninad Dhuri and Mrs. Meeta Maurya. One committee meeting held on 06th
August, 2022 respectively all committee members present at the meeting.
22. BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Appointment
& Remuneration Committees. The performance evaluations of Independent Directors were
also carried out and the same was noted. Independent Directors in their meeting decided to
bring more transparency in their performance and bring more responsibility while taking
any policy decisions for the benefit of the shareholders in general.
23. AUDITORS AND AUDITORS REPORT:
M/S. RISHI SEKHRI AND ASSOCIATES, CHARTERED ACCOUNTANTS, MUMBAI, FRN:
128216W, be and are hereby appointed as the Statutory Auditors of the Company for a period
of three years i.e. from the conclusion of this 34thAnnual General Meeting till
the conclusion of 37th Annual General Meeting of the Company, at such
remuneration as may be fixed by the Board of Directors of the Company on the
recommendation of the Audit Committee. M/s. H M SHAH & Co., Chartered Accountants,
(FRN: 109585W, Mem No. 107499 ) be and is hereby proposed to be appointed as the Statutory
Auditor from the conclusion of this 37th AGM till the conclusion of 42nd
Annual General Meeting.
The Auditors have confirmed that they have subjected themselves to the
peer review process of ICAI and hold valid certificate issued by the Peer Review Board of
the ICAI.
The Auditors have also furnished a declaration confirming their
independence as well as their arms length relationship with the Company as well as
declared that they have not taken up any prohibited non-audit assignments for the Company.
The Audit Committee reviews the independence and objectivity of the Auditors and the
effectiveness of the Audit process
The Auditors have also furnished a declaration confirming their
independence as well as their arms length relationship with the Company as well as
declared that they have not taken up any prohibited non-audit assignments for the Company.
The Audit Committee reviews the independence and objectivity of the
Auditors and the effectiveness of the Audit process.
24. 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 has appointed Ms. Bhumika & Co, Company Secretaries in practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form
No MR-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 mandator applicability Of Corporate Governance clause The Company has decided
not to opt for compliance of Corporate Governance for the time being. |
| b) Company has not paid the Annual Listing fee to the Stock
Exchange. However, the detail of outstanding fees from the Exchange ar awaited for which
the Company is suspender |
s Company is making provision for payment s of Annual Listing
fees to the Stock Exchange |
| c) Updating of website of the Company |
The company will take necessary steps to update website with
regard to various Policies which are pending. |
| d) As per section 203(1), the Company i required to appoint
Company Secretary |
Company will take necessary steps to appoint Company
secretary. |
| e) Company has not made submission unde regulation
7 (3) and 40 (9) |
The company is in process of negotiation with NSDL
depositories. So, benpos can be released and necessary reportings can b made |
| f) non - payment of Depository fees |
Company is making provision for payment To depositories |
| g) Composition of the Board |
Company is in process of identifying suitable candidate for
Independent Director |
| h) Show Cause Notice letter : Ref No
L/SURV/OFL/KM/DL/COMP/512361/SCN dated 11.03.2022 and Delisting advertisement in newspaper |
Company has replied to the Show Cause notice and making
efforts to avoid delisting of th Company |
25. INTERNAL CONTROL SYSTEMS:
As there low significant business activities hence there was systems
set up for Internal Controls.
26. Annual Return
As per the provisions of Section 92(3) of the Act, the Annual Return of
the Company for the financial year 2022-23 is available on the website of the Company
www.cupidstrade.com.
27. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required under the provisions
SEBI (LODR) Regulation, 2015 forming part of this report is annexed herewith.
28. CORPORATE GOVERNANCE REPORT:
In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, submission of Corporate Governance
report is not applicable to the listed companies which have:
a. paid up equity share capital not exceeding rupees ten crore and net
worth not exceeding rupeestwenty 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 for mandatory applicability of Corporate Governance. The Company has decided not to
opt for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time
being.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013,
read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the
said provisions are not applicable.
30. 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, is not required to be given as there were no employees coming
within the purview of this section.
31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for directors and employees
to report concerns about unethical behaviour, actual or suspected fraud or violation of
your Companys Code of Conduct.
Under the vigil mechanism of the Company, which also incorporates a
Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected
disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line
or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided
against victimization to those who avail of the vigil mechanism.
The Whistle Blower Policy is available on the Companys website at the
www.cupidstrade.com.
32. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8
of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has
not carried out in the manufacturing activities. The foreign exchange earnings on account
of the operation of the Company during the year was Rs. Nil.
33. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation by way of notes to accounts
relating to material departures;
c) the Directors have taken proper and sufficient care 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;
e) Directors have prepared the accounts on a "going concern
basis".
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
34. DISCLOSURE 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. The Company has not received any sexual harassment related
complaints during the year 2019-20.
35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER 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 in the Boards Report the ratio of the remuneration of each director to the
permanent employees remuneration. However, since there is no permanent employee in the
Company, no disclosure under the said provision has been furnished.
36. COMPLIANCE OF ACCOUNTING STANDARDS:
As per requirements of the SEBI Listing Regulations and applicable
Accounting Standards, your Company has made proper disclosures in the Financial
Statements. The applicable Accounting Standards have been duly adopted pursuant to the
provisions of Sections 129 and 133 of the Act.
37. ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government Authorities, Customers,
and Shareholders during the year. Your directors also wish to take on record their deep
sense of appreciation for the committed services of the employees at all levels, which has
made our Company successful in the business.
|
On behalf of the Board Cupid Trade and Finance Limited |
|
|
Sd/- |
Sd/- |
| Date: 29-05-2023 |
Mr.Krishnakant Maurya |
Ms. Varsha Joshi |
| Place: Mumbai |
Managing Director |
Chairperson & Director |
|
(DIN:09360287) |
(DIN: 09504935) |
|
Sd/- |
sd/- |
|
Ninad Dhuri |
Mr. Subhash Kanojiya |
|
Independent Director (DIN: 09216629) |
Chief Financial officer |
+91-9892691696
