Your Director's have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March, 2025.
Your Company financial performance during the year 2024-25 is summarized below:
(Rs. In Lakhs)
Particulars
2024-25
2023-2024
Income from Operations
50.00
113.00
Other Income
0.12
0.09
Total Income
50.12
113.09
Less: Expenses
45.38
110.84
Profit/(Loss) Before Extraordinary Items and
4.74
2.25
Tax
Less: Extraordinary Items
-
Less: Exceptional Items
Profit/(Loss) Before Tax
Less: Current Tax
(1.47)
Less: Deferred Tax
0.73
(0.77)
Profit/(Loss) After Tax
2.54
3.02
EPS (in Rs.)
0.05
0.06
The Company earned income from operation of Rs. 50,00,000 during the FY 2024-25, ascompared to the income from operation of Rs. 1,13,00,000 earned in the previous FY2023-24. The Company's Net Profit for the Financial Year ended March 31, 2025 stoodat Rs. 2,54,000 as against a Net Profit of Rs. 3,02,000 in the previous year.
During the financial year under review, there is no change in the name of the Company.
During the financial year under review, there is no change in the nature of business ofthe Company.
During the year under, there was no change in the object of the company.
However, after the closure of the Financial Year, the Company and the Board in view todiversify and explore new business opportunities, proposed to amend the Object Clauseto broaden its scope of activities and expand into new areas of business which alignwith and are complementary to its existing operations.
The amendment empowers the Company to respond more effectively to emergingmarket opportunities, improve competitiveness, and create sustainable value for itsstakeholders.
Thus, the Main Object Clause of the Memorandum of Association was amended by wayof (01/2025-26) postal ballot dated May 19, 2025 in accordance with applicableprovisions of the Companies Act, 2013.
The company through its (02/2025-26) postal ballot dated August 25, 2025 has againproposed addition of new main object clause. The board is of the opinion that thisstrategic diversification will allow the Company to optimize its resources andcapabilities, thereby enhancing operational efficiency and cost-effectiveness. The sameis yet to be approved by the members on September 20, 2025.
There was no change in the Registered Office and the Corporate Office during the yearunder review.
The address of the Corporate Office i.e. 604, 6th floor, Meghdoot, Gulmohar Cross RoadNo.6, JVPD Scheme, Mumbai, Maharashtra, India, 400049 remains same.
However, after the closure of Financial Year, the company through its (01/2025-26)postal ballot dated May 19, 2025 and in compliance with the provisions of Section 12and other applicable provisions of the Companies Act, 2013, passed special resolutionfor shifting of the registered office of the company within the same state from 604, 6thfloor, Meghdoot, Gulmohar Cross Road No. 6, JVPD Scheme, Mumbai - 400049 toOffice No. 306, Shreenath Enclave Sr No.609/1Part, Plot No. 6 7 8, Shreehari KuteMarg Nr Samdeep Hotel, Mumbai Naka, Tidke Colony, Nashik 422002.
The following shift has been made to improve operational efficiency, administrativeconvenience, and access to better infrastructure and connectivity.
No amount has been transferred to Reserves during the year under review.
In the 1st Extra-Ordinary General Meeting for the Financial Year 2024-25, held onFebruary 12, 2025, the Company proposed a reduction in its paid-up share capital. Anapplication for the proposed capital reduction was accordingly submitted to BSE.However, the special resolution failed to obtain the required 75% majority and wastherefore not passed. Consequently, the proposed capital reduction stands withdrawn.
Thus, during the year under review, there was no change in the Share Capital of theCompany.
Subsequent to the year end, the following changes are made:-
1. The company through its (01/2025-26) postal ballot May 19, 2025 for F.Y. 2025-26increased its authorized share capital to Rs. 75,00,00,000/- (Rupees Seventy-FiveCrores) divided into 7,50,00,000 (Seven Crores and Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten) each.
Pursuant to the above, Clause V of the Memorandum of Association and Clause 3 ofthe Articles of Association of the Company were amended through the (01/2025-26) postal ballot dated May 19, 2025, in accordance with the applicable provisionsof the Companies Act, 2013.
2. The company through its (02/2025-26) postal ballot notice dated August 20, 2025for F.Y. 2025-26 has proposed increase in its authorized share capital to Rs.
3.00. 00.00.000/- (Rupees Three Hundred Crores) divided into 30,00,00,000 (ThirtyCrores) equity shares of Rs. 10/- (Rupees Ten) each. The same is yet to be approvedby the members on September 20, 2025.
However, currently the Authorized Share Capital of the Company stands at Rs.
75.00. 00.000/- and the Paid-Up Share Capital of the Company stands at Rs.5,46,83,000/-.
The Board of Directors expressed their inability to recommend any dividend on equityshares for the year ended March 31, 2025.
During the year, the Company has not accepted any deposits from public nor during theprevious financial year.
The Company has neither bought back its shares nor has issued any sweat equity orBonus shares during the year under review.
The Company has not provided any Stock Option Scheme to the Employees.
The Company has not issued any debenture, bonds or non-convertible securities.
Pursuant to section 139 of the Companies Act, 2013 the Board in its meeting held onAugust 30, 2023 has recommended the appointment of M/s. L K Ajmera & AssociatesChartered Accountants as new Statutory Auditor of the company to hold office for aperiod of five (5) financial years (for FY 2023-2024 till FY 2027-2028), i.e. fromconclusion of Annual General Meeting held in the financial year 2024 till conclusion ofAnnual General Meeting to be held in the year 2028, at a remuneration to bedetermined by the Board of Directors and Auditors.
In the Board Meeting held on August 30, 2023, the Board appointed Mr. Arun Mulya asthe Internal Auditor for a period of three years from FY 2023-2024 to FY 2025-2026.
Mr. Arun Mulya is the Internal Auditor of the Company for the FY 2024-25.
The Auditor's Report on the financial statement for the current year is self-explanatory,therefore does not require any further explanation. The Company has alreadysubmitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation andDisclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
Appointment of Cost Auditor and maintenance of cost records is not applicable to thecompany.
The Board of Directors in their Board Meeting held on May 25, 2024 re- appointed MNB& Co. LLP Secretarial Auditor for a period of 5 years from F.Y. 2024-25 upto F.Y. 2026¬27.
Therefore, M/s. MNB & Co. LLP, Practising Company Secretaries are the secretarialauditor for the financial year 2024-25.
M/s. MNB & Co. LLP, Practising Company Secretaries ceased to be the SecretarialAuditors of the Company w.e.f. August 28, 2025 due to pre-occupation.
Further, appointment of M/s. DSM and Associates, Company Secretaries (UCN:P2015MH038100) as Secretarial Auditors of the Company The SEBI has amended theListing Regulations with effect from December 12, 2024 by way of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) (ThirdAmendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and providesthat every Listed Entity and its Material Unlisted Subsidiary incorporated in India shallundertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewedCompany Secretary and shall be recommended by the Board for the approval of theShareholders. The appointment of an individual as Secretarial Auditor shall not be morethan one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditorfor not more than two terms of five consecutive years each with the approval of theShareholders in the Annual General Meeting.
In line with the above SEBI amendment, the Board, subject to the approval of themembers, proposes to appoint M/s. DSM and Associates, Company Secretaries asSecretarial Auditors of the Company for a period of five consecutive financial years i.e.,from FY 2025-26 to FY 2029-30 on such terms of remuneration, includingreimbursement of out-of-pocket expenses, as may be mutually agreed between theBoard of Directors of the Company and the Secretarial Auditor.
In connection with the proposed appointment, M/s. DSM and Associates, CompanySecretaries have confirmed their eligibility and independence to conduct the SecretarialAudit of Checkpoint Trends Limited.
Necessary resolution seeking the approval of the Members for the said appointmentforms part of the Notice of the 34th Annual General Meeting.
The Secretarial Audit Report for the Financial Year 2024-25 forms part of the AnnualReport and attached herewith as Annexure- VI.
The Secretarial Audit report for the current year is self-explanatory, therefore does notrequire any further explanation and listing fees has not paid due to financial crises facedby the company.
There are no frauds reported by the Statutory Auditors of the Company under Section143 (12) of the Companies Act, 2013.
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, in the board meeting held on September 16, 2024, Ms.Artee Sahu was appointed as the Company Secretary of the company with effect fromSeptember 16, 2024.
During the year under review, the following changes were made in the composition ofboard of Directors:-
1. Mr. Sunil Khandelwal (DIN:07803085) ceased to be the Managing Director of theCompany due to expiry of his tenure and not being reappointed with effect fromMay 27, 2024.
2. Mr. Gopal Kumar Sahu (DIN: 08478039) has been re-appointed as a Non- ExecutiveIndependent Director of the Company for a further period of 5 years from June 11,2024 to June 10, 2029 in the Annual General Meeting held on 30th September, 2024.
3. Mr. Pradeep Kumar (DIN: 00209355) was appointed as Whole Time Director of theCompany for a period of 3 years from March 06, 2025 to March 05, 2028 in theboard meeting held on March 06, 2025 and confirmed by the members through(01/2025-26) postal ballot dated May 19, 2025.
4. Mr. Shubham Chaudhary (DIN: 09298013) was appointed as Whole Time Director ofthe Company for a period of 3 years from March 06, 2025 to March 05, 2028 in theboard meeting held on March 06, 2025 and confirmed by the members through(01/2025-26) postal ballot dated May 19, 2025.
5. Mr. Saurabh (DIN: 10790325) was appointed as a Non-Executive IndependentDirector of the Company for a period of 5 years from March 06, 2025 to March 05,2030 in the board meeting held on March 06, 2025 and confirmed by the membersthrough (01/2025-26) postal ballot dated May 19, 2025.
6. Mr. Harish Dinesh Surve (DIN: 09138943) has resigned from the post of Non¬Executive Independent Director of the Company w.e.f. March 25, 2025.
7. Ms. Sneha Prakash Thakur (DIN: 07805202) has resigned from the post of Non¬Executive Independent Director of the Company w.e.f. March 25, 2025.
Subsequent to the year under review, the following changes were made to thecomposition of the Board of Directors through a (01/2025-26) postal ballot datedMay 19, 2025:¬1. Bhawna Saunkhiya (DIN: 10683032) was appointed as a Non-Executive IndependentDirector of the Company for a period of 5 years from April 04, 2025 to April 03, 2030in the board meeting held on April 04, 2025 and was confirmed by membersthrough (01/2025-26) postal ballot dated May 19, 2025.
2. Shruti Gupta (DIN: 10310259) was appointed as a Non-Executive IndependentDirector of the Company for a period of 5 years from April 04, 2025 to April 03, 2030in the board meeting held on April 04, 2025 and was confirmed by membersthrough (01/2025-26) postal ballot dated May 19, 2025.
Mr. Pradeep Kumar (DIN: 00209355), Whole Time Director is associated with acompany undergoing Corporate Insolvency Resolution Process (CIRP) namely:-
Alpha Pecific Engineers Private Limited
The Annual Return for the financial year ended March 31, 2025 along with Notice ofAGM is being uploaded on the website of the Company. The web link for the same is asunder: https://www.rubramed.com/extract-annual-return.html
As on March 31, 2025, the Company does not have any subsidiary, associate or jointventure.
The information pertaining to Conservation of Energy, Technology Absorption andForeign Exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 isannexed to this report as Annexure II.
The Company has established a Vigil Mechanism that enables the Directors andEmployees to report genuine concerns. The Vigil Mechanism provides for
(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and
(b) direct access to the Chairperson of the Audit Committee of the Board of Directors ofthe Company in appropriate or exceptional cases.
The web link for the policy is as under:
https://www.rubramed.com/policies/Vigil-Mechanism-Policy.pdf
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.
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. Theweb link for the policy on related party transaction is as under:https://www.rubramed.com/policies/Related-Party-Transaction.pdf
The Company has devised and implemented a mechanism for risk management.
The Company proactively keeps its Directors informed of the activities of the Company,its management and operations and provides an overall industry perspective as well asissues being faced by the industry. Details of the Familiarization program forIndependent Directors form part of the website of the Company. The web link ofFamiliarization program is as under:
https://www.rubramed.com/policies/Familarisation-of-Independent-Director.pdf
The details of Board Meeting forms part of Corporate Governance Report.
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015, compliance of Corporate Governanceis not mandatory.
However, the company has voluntary complied with the provisions of Regulation 17 to27 of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, to the extent possible. A separate section onCorporate Governance forms part of the Director's Report as stipulated in SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, is included in the Annual Report as Annexure IV.
Management discussion and analysis report is annexed as Annexure V.
The Board hereby states that the Company has complied with all the applicablesecretarial standards to the extent possible.
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 theDirectors is as per the provisions of Companies Act, 2013 as well as the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations, 2015, the Independent Directors of the Companyhave given the declaration to the Company that they qualify the criteria ofindependence as required under the Act.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations, 2015, the Board has carried out annualperformance evaluation of its own performance, the directors individually as well theevaluation of the working of its Audit, Nomination & Remuneration and Stakeholdercommittee, including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with the evaluationprocess.
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.
Subsequent to year under review, the following changes were made through (01/2025-26) postal ballot dated May 19, 2025:¬1. The Main Object Clause of the Memorandum of Association was amended by way of(01/2025-26) postal ballot dated May 19, 2025, in accordance with applicableprovisions of the Companies Act, 2013.
2. The Company through its (01/2025-26) postal ballot dated May 19, 2025, inaccordance with the applicable provisions of the Companies Act, 2013 altered andreplaced the existing Clause 3 of the Article of Association of the Company related toShare Capital of the company.
3. The company through its (01/2025-26) postal ballot dated May 19, 2025 and incompliance with the provisions of Section 12 and other applicable provisions of theCompanies Act, 2013, passed special resolution for shifting of the registered office ofthe company within the same state.
4. Pursuant to the (01/2025-26) postal ballot dated May 19, 2025, the Companyincreased its Authorized Share Capital to ^75,00,00,000 (Rupees Seventy-FiveCrores), divided into 7,50,00,000 (Seven Crore Fifty Lakh) equity shares of ^10(Rupees Ten) each. Consequently, the Memorandum of Association was amended toreflect this change.
Subsequent to year under review, the following changes are proposed for membersapproval through (02/2025-26) postal ballot notice dated August 25, 2025:¬1. Increase in authorized share capital to Rs. 3,00,00,00,000/- (Rupees Three HundredCrores) divided into 30,00,00,000 (Thirty Crores) equity shares of Rs. 10/- (RupeesTen) each and consequent alteration of Memorandum of Association of theCompany.
2. Addition in the Main Object Clause of the company and alteration of Memorandumof Association of the company thereafter.
As per MCA Circular, Current year AGM is being held through Video Conferencing.Necessary procedure is given in the AGM Notice. Members are requested to updatetheir Email ID either by writing to the Company or through the Register or TransferAgents.
Material changes subsequent to the end of the financial year is disclosed herein above.
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 infuture.
40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEARALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
As on March 31, 2025, there is no proceeding pending under the Insolvency andBankruptcy Code, 2016.
41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANFROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no one time settlement done with bank or any financial institution.
The trading of the company has not been suspended.
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:
https://www.rubramed.com/policies/NominationandRemunerationPolicy.pdf
The Company does not have any employee/Director who is in receipt of remunerationexceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act")read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,a statement showing the names of the top ten employees in terms of remunerationdrawn and names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules is available for inspection.
Having regard to the second proviso to rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, such particulars shall be madeavailable to any shareholder on a specific request made by him in writing before thedate of such Annual General Meeting. Any member interested in obtaining suchinformation may write to the company. The same is annexed herewith as Annexure- III.
45. 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 specified inSEBI (LODR) Regulations, 2015, and are independent of the management of theCompany. The Independent Directors have complied with the code prescribed inschedule IV of the Companies 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 (Prevention,Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment.
The Board thereafter constituted a sexual harassment committee. The Composition ofsexual harassment Committee as on March 31, 2025 is as under:
Name of the Member
Status
Mr. Sneha Thakur - Non-Executive Independent Director
Chairperson
Ms. Abha Kapoor - Whole Time Director
Member
Mr. Gopal Sahu - Non-Executive Independent Director
Ms. Sneha Prakash Thakur (DIN: 07805202), Non- Executive Independent director ofthe Company has resigned from the Directorship of the Company w.e.f. March 25,2025.
Hence the Sexual Harassment Committee of the Company is re-constituted w.e.f. April04, 2025.
The Revised Composition of Sexual Harassment Committee is as under:
Ms. Shruti Gupta - Non-Executive Independent Director
Ms. Bhawna Saunkhiya - Non-Executive IndependentDirector
Mr. Saurabh - Non-Executive Independent Director
All employees (permanent, contractual, temporary, trainees) are covered under thispolicy.
a. number of complaints filed during the financial year - None
b. number of complaints disposed of during the financial year - None
c. number of complaints pending as on end of the 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 toInvestor Education and Protection Fund (IEPF).
The Company affirms that it has duly complied with all provisions of the MaternityBenefit Act, 1961, and has extended all statutory benefits to eligible women employeesduring the year.
The Company has adequate internal financial controls besides timely statutory auditand limited reviews of performance taking place periodically.
The Independent directors of the company are registered with Independent directordatabank.
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 havemade judgments and estimates that are reasonable and prudent, so as to give a trueand fair view of the state of affairs of the Company as at March 31, 2025 and of theprofit for the Company for the year ended March 31, 2025;
(c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguardingthe assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Your Director's takes opportunity to show gratitude towards the assistance and co¬operation received from Shareholders.
Pradeep Kumar Shubham ChaudharyPlace: Mumbai Whole time Director Whole time Director
Date: August 28, 2025 DIN: 00209355 DIN: 09298013