Your Directors' have pleasure in presenting Annual Report together with the AuditedAccounts of the Company for the year ended 31st March, 2024.
Your Company financial performance during the year 2023-24 is summarized below:
(Rs. In Thousands)
Particulars
2023-2024
2022-2023
Income from Operations
11300
11601.50
Other Income
9.35
16.29
Total Income
11309.35
11617.79
Less: Expenses
(11084.87)
(12424.49)
Profit/(Loss) Before Extraordinary Items and Tax
224.48
(806.70)
Less: Extraordinary Items
-
Profit/(Loss) Before Tax
Less: Taxation
(77.62)
(21.19)
Profit/(Loss) After Tax
302.09
(785.51)
EPS (in Rs.)
0.06
(0.14)
The Company earned income from operation of Rs. 11309.35 (in thousands) during theFY 2023-24, as compared to the income from operation of Rs. 11617.79 (in thousands)earned in the previous FY 2022-23. The Company's Net Profit for the Financial Yearended March 31, 2024 stood at Rs. 302.09 (in thousands) as against a Net loss of Rs. Rs.785.51 (in thousands) 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.
No amount has been transferred to Reserves during the year under review.
The Authorised Share Capital of the Company is Rs.8,20,00,000/- divided into 82,00,000equity shares of Rs. 10/- each and the paid-up share capital of the Company isRs.5,46,83,000/- divided into 54,68,300 equity shares of Rs. 10/- each.
The Company has not issued any kind of shares or securities during the year underreview.
The Board of Directors expressed their inability to recommend any dividend on equityshares for the year ended March 31, 2024.
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.
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 AnnualGeneral Meeting held on September 29, 2018 and September 30, 2021 for a period offive years in aggregate from FY 2018-19 to FY 2022-2023.
The term of Statutory Auditor will end at the ensuing Annual General Meeting ("AGM")of the Company and the Company is required to appoint new Statutory Auditors.
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 from conclusionof this Annual General Meeting till conclusion of Annual General Meeting to be held inthe year 2028, at a remuneration to be determined by the Board of Directors andAuditors.
In the Board Meeting held on August 30, 2023, Ms. Ankita Agawane, Internal Auditor ofthe company had resigned and the Board appointed new Internal Auditor Mr. ArunMulya for a period of three years from FY 2023-2024 to FY 2025-2026.
The Auditors' 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.
M/s. Maithili Nandedkar & Associates, Practicing Company Secretaries, appointed asSecretarial Auditor in the Board Meeting held on held on August 12, 2021 to conductthe Secretarial Audit for the 3 (Three) financial years FY 2021-22 till FY 2023-24. Lateron, M/s. Maithili Nandedkar & Associates changed their firm name to M/s. MNB &Co. LLP.
Therefore, M/s. MNB & Co. LLP, Practising Company Secretaries are the secretarialauditor for the financial year 2022-2023 and 2023-2024.
Further, the Board of Directors in their meeting held on May 25, 2024 have re¬appointed M/s. MNB & Co. LLP, Practising Company Secretaries for a further period of 3years i.e. F.Y. 2024-2025 upto F.Y 2026-2027.
The Secretarial Audit Report for the Financial Year 2023-2024 forms part of the AnnualReport. The Secretarial Auditors' Report presented to the Members for the year underreview is qualified and is annexed to this Report.
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).
In accordance with the Companies Act, none of the Directors are liable to retire byrotation at the ensuing Annual General Meeting.
Ms. Komal Behl, Company Secretary, has tendered her resignation effective January 24,2024. As on date, the Company does not have a Company Secretary.
Ms. Abha Rajesh Kapoor (DIN: 02799429) was re-appointed as Whole-Time Director ofthe Company for further period of 3 years w.e.f. June 14, 2023 till June 13, 2026
Subsequent to year under review, Mr. Sunil Khandelwal has been ceased to be aDirector of the Company due to expiry of his tenure.
Also, Mr. Gopal Kumar Sahu has been re-appointed as Independent Director of theCompany for a period of 5 years subject to the approval of the shareholders in theensuing General Meeting of the Company.
Disclosure Requirement
Details
Name of the Director
Abha Kapoor
Date of appointment
June 14, 2023
Term of Appointment
3 years
Disclosure of relationship between
Ms. Abha Kapoor is not related to any
Directors inter-se
Director of the Company
Declaration
We confirm that Ms. Abha Kapoor is notdebarred from holding the office of Directorof the Company, by virtue of any SEBI orderor any other such authority.
Names of listed entities in which theperson also holds the directorship andthe membership of Committees of theboard along with listed entities fromwhich the person has resigned in thepast three years
Checkpoint Trends Limited
Nature of expertise in specificfunctional areas
Finance
Brief profile
Ms. Abha Kapor is highly skillful andpossesses vast experience in the field ofFinance.
She is not related to any other Director ofthe Company and is also not a Director inany other listed company. She or herrelatives do not hold any shares in theCompany.
reason for change viz. appointment, re-
Mr. Gopal Kumar Sahu is being re-
appointed as an Independent Directorfor second term.
otherwise;
date of appointment/reappointment/cessation (as applicable) & termof appointment/re-appointment;
Date of re-appointment- With effectfrom June 11, 2024.
His present tenure as Whole-timeDirector will conclude on June 10,2024.
Terms of Re-Appointment: For theperiod of five years from the date ofappointment subject to shareholdersapproval.
Names of listed entities in which the personalso holds the directorship and themembership of Committees of the boardalong with listed entities from which theperson has resigned in the past three years
Shantee Urban Developers PrivateLimited- Director
Brief profile (in case of appointment)
Mr. Gopal Sahu is appointed as anIndependent Director of the Company.
Mr. Gopal Sahu aged 28 years, is agraduate having an experience of overeight years in general trading activities.He is not related to any other Directorof the Company and is also not adirector in any other listed company. Heor his relatives do not hold any sharesin the Company.
disclosure of relationships between directors(in case of appointment of a director).
Gopal Sahu is not related to anyDirector of the Company.
Mr. Sunil Ramesh Khandalwal isceased to be a director due to expiry ofterm and not being reappointed.
appointment, resignation, lemuvul, death ui
date of appointment/re-appointment/cessation (as applicable) & termof appointment/re-appointment;
Date of Cessation- With effect fromMay 27, 2024.
Not Applicable
The Annual Return for the financial year ended March 31, 2024 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, 2024, 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 Governance isnot mandatory. However, the company has complied with the provisions of Regulation17 to 27 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 Directors' Report as stipulated in SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, is included in the Annual Report as Annexure V.
Management discussion and analysis report is annexed as Annexure VI.
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, there was no change. As per MCA Circular, Currentyear AGM is being held through Video Conferencing. Necessary procedure is given inthe AGM Notice. Members are requested to update their Email ID either by writing tothe Company or through the Register or Transfer Agents.
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.
38. 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, 2024, there is no proceeding pending under the Insolvency andBankruptcy Code, 2016.
39. 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.
43. 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 thereafterconstituted a sexual harassment committee where the chairperson of the Committee isMs. Sneha Thakur, and Ms. Abha Kapoor and Mr. Gopal Sahu are the Members. Allemployees (permanent, contractual, temporary, trainees) are covered under this policy.
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 has adequate internal financial controls besides timely statutory auditand limited reviews of performance taking place periodically.
The Independent directors of the company are yet to be registered with Independentdirector databank.
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, 2024 and of theprofit for the Company for the year ended March 31, 2024;
(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 Directors takes opportunity to show gratitude towards the assistance and co¬operation received from Shareholders.
For and on Behalf of the Board of Directors ofCheckpoint Trends Limited(formerly known as Rubra Medicaments Limited)
Date: September 05, 2024 DIN: 02799429 DIN: 08478039