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Directors Report of Cupid Ltd.

Mar 31, 2014

Dear Members,

The Directors herewith present the Twentieth first Annual Report on the business and operations of the Company for the year ended 31st March, 2014.

Financial Results

The highlights of financial results of the company are as follows:

( Rs in Lacs)

PARTICULARS 31st March, 2014 31st March, 2013

Turnover and Other Income 1962.12 2862.43

(Loss)/Profit before depreciation,

finance charges and tax 208.55 327.50

Less: - Depreciation and 197.76 190.43 finance charges (Loss) / Profit before tax 10.79 137.07 and exceptional items

Provision for Deferred tax 5.60 51.28

Net (Loss) / Profit after Tax 5.19 85.79

Operations

The year under report ended with profit of Rs. 5.19 Lacs as against previous year''s profit of Rs.85.79 Lacs. In terms of turnover, your company achieved a turnover of Rs. 1,962.12 Lacs as against Rs. 2,862.43 Lacs in the previous year.

Launch of Female Condoms commercially in Market

Cupid Female condoms have been approved by WHO-UNFPA in 2012 and by South African Bureau of standard (SABS) in July, 2013. Currently we are selling this condom in Indonesia, Brazil, Mozambique, Ivory Coast, Netherland, South Africa and India. We are anticipating large volume orders from South Africa, Brazil and NACO (National Aids Control organization), Ministry of Health, New Delhi during financial year 2014-2015.

Future Prospects

The Company''s products is well recognized in the market and is best in terms of quality and standards. The Company also enjoys a cost advantage given the proximity to Markets. The costs of productions are also kept under constant reviews and controls.

The performance during financial year 2013-2014 was not in expected line due to non receipt of order from Government of India, Ministry of Health and slow down in global economy.

However during the later part of previous year, Company was able to secure order of female condoms from International market. The impact of said order is partially reflected in last quarter of previous year. Balance quantity of order will be executed upto October, 2014. Management of your Company is making continuous efforts to secure more business for improvement of performance of the Company.

Quality and Systematic Organisation flow Initiatives

Company is regularly reinforcing commitments to High Standards of quality products and Systematic Organisation flow as recommended by programs of the ISO 9001:2008, ISO 13485 : 2003, WHO GMP Certification, USFDA and CE 0407 approvals. Certification leads to a prospective growth in Quality & Quantity of Company products and services.

Dividend

In view to conserve resources, the Board do not recommend payment of any dividend for the year 2013 - 2014.

Directors

Shri. Omprakash Garg will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Shri. Pradeep Kumar Jain and Shri. Raju Subba Sagi to be considered for appointment as Independent Director (s) of Company as prescribed by both under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the BSE Limited.

Employees

The Company has not employed any employees drawing the salary in excess of the limits prescribed under section 217 (2 A) of the Companies Act, 1956.

Conservation Of Energy, Technology absorption, Innovation & Adaptation

The Company has taken all the effective steps to conserve the energy. As stand by arrangement the Company has installed generator set.

The Company has deployed Indigenous Technology to manufacture it products. The Company is also taking steps to upgrade its technology to improve the quality of its product so as to make same cost effective and compete in international market.

Foreign Exchange Earning & Outgo

The Company has earned foreign exchange of Rs. 931.72 Lacs (Previous year Rs. 533.68 Lacs) through exports, whereas the Company spent foreign exchange of Rs. 21.62 Lacs (Previous Year Rs. 1.41 Lacs).

Fixed Deposit

The Company has not accepted any deposits during the year from the public.

Auditors

M/s Bhatter & Co., Chartered Accountants, Mumbai, who are the statutory auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Cost Auditors:

The Company has appointed '' Gadre Raghunath Vijay '', as Cost Accountant of the Company to conduct the Audit of Cost records of the Company.

Insurance

Adequate insurance cover has been taken for the major assets of the Company including buildings, plant & machinery and stocks

Subsidiary

The Company has incorporated a subsidiary Company by the name ''Cupid Medical Research Centre Private Limited'' and subscribed to the equity share capital of said company of Rs. 0.98 Lacs equivalent to 98% of shares capital. The company has not started any business activities in the said company.

Directors'' Responsibility Statement

Pursuant to the provision of section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that :

i. In the preparation of the Annual Accounts for the year 2013 - 2014, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the financial year.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. We have prepared the annual accounts on a going concern basis.

Auditors Report

The observations made by the Auditors are replied in notes forming part of accounts, which are self- explanatory.

Forward Looking Statement

Statements in this report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements considering the applicable laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and domestic demand supply conditions. Finished goods prices, raw materials cost and availability fluctuations in exchange rates, change in Government regulations and tax structure within India and the countries with which the Company has business contacts and other factors such as litigation and industrial relations. Investors will bear the above in mind.

Report on Corporate Governance, Management Discussion and Analysis

A report on the Corporate Governance alongwith Management Discussion and Analysis Report and a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance, in terms of Clause 49 of the Listing Agreement, are annexed herewith.

Appreciation

The Board of Directors would like to place on records their gratitude for the co-operation and the unstinted support received from Vendors, Traders, Customers, Banks and Shareholders. The support of the Bankers, Auditors and all others associated to Cupid Limited family cannot go unmentioned here.

Your Directors look forward to having a long and fruitful relationship with all of them.

For and on behalf of the Board of the Directors OMPRAKASH GARG Chairman & Managing Director

Place : Mumbai Date : 19th August, 2014


Mar 31, 2012

The Directors herewith present the Nineteen Annual Report on the business and operations of the Company for the year ended 31st March, 2012.

Financial Results

The highlights of financial results of the company are as follows:

(Amount in Lacs)

Rupees

PARTICULARS 31st March, 2012 31st March, 2011

Turnover and Other Income 2,622.88 1,939.44

(Loss) / Profit before depreciation, finance charges and tax 295.47 287.59

Less:-Depreciation and finance charges 223.48 231.50

(Loss) / Profit before tax 71.99 56.09

Earlier year taxes provision W/off (8.14) -

Provision for Deferred tax 21.48 (17.29)

Net (Loss) / Profit after Tax 58.64 38.80

Balance brought forward from previous year 266.94 228.15

Balance Carried forward to Balance sheet 325.59 266.94

Operations

The year under report ended with profit of Rs. 58.64 Lacs against previous profit of Rs.38.80 Lacs. In terms of turnover, your company achieved a turnover of Rs. 2622.88 Lacs as against Rs. 1939.44 Lacs in the previous year. The profit of Rs. 58.64 Lacs is after absorbing finance cost of Rs. 86.22 Lacs (previous year at Rs. 93.83 Lacs) and depreciation of Rs. 137.26 Lacs (previous year at Rs. 137.67 Lacs).

Finance

The Company has raised fund by issue of securities which has been used to meet the requirement of working capital. The Company was able to report improvement in bottomline inspite of global slow- down & up-trend in input cost due to higher inflation and high volatility in currency rates.

The Company have reported total revenue of Rs 2622.88 Lacs, which is highest ever in history of Company. The management''s continuous efforts in keeping expenditure under-control have also contributed in improvement of bottom line. With a view to reduce future debt commitments, a part of Working capital loan was converted into Term loan liability of Rs.100 Lacs alienated into 24 monthly repayment term from March 2012.

Conversion of Warrant and Issue of New Convertible Warrants

Outstanding 6,42,100 Convertible Warrants were converted to 6,42,100 Equity Shares on 7th April 2011 in consideration to receipt of 100% amount.

Due to commitments for repayment of terms loans and increasing needs of working capital, the Company additionally approved issue of 15,00,000 convertible warrants at par and same is being approved by shareholders in EGM held on 20th July, 2011 of which 95,000 warrants were converted to 95,000 equity shares on receipt of 100% amount for the convertible warrants on 27th March, 2012.

Launch of Female Condoms commercially in Market

The Company''s own developed female condoms got registration certificate from Government of India- Ministry of Science & Technology, Department of Scientific & Industrial Research New Delhi. Our Company acclaimed to be 1 st Inidan Company having in-house manufacturing of female condoms in domestic market. Company launched female condoms commercially and had been able to acquire superior order from international and domestic markets. The export revenue contribution from female condom segment during the year was about Rs. 174.31 lacs.

Future Prospects

The Company''s products is well recognized in the market and is best in terms of quality and standards. The Company enjoys a cost advantage given the proximity to Markets. The costs of productions are also kept under constant reviews and controls.

The performances during financial year 2011 2012 was better than previous year and also are pleased to mention that in terms revenue company had reported a turnover of Rs 2597.75 lacs due to repeated order from Government of India has further added to improvement in Company''s performances.

Quality and Systematic Organisation flow Initiatives

Company is regularly reinforcing commitments to High Standards of quality products and Systematic Organisation flow as recommended by programs of the ISO 9001:2008, ISO 13485 : 2003, WHO GMP Certification, USFDA and CE 0407 approvals. Certification leads to a prospective growth in Quality & Quantity of Company products and services.

Dividend

In view to conserve resources, the Board do not recommend payment of any dividend for the year 2011 -2012.

Directors

Mr. Raju Subba Sagi and Mr. Pradeep Jain retire by rotation but being eligible offer themselves for re-appointment.

Mr. Anup Prakash Garg resigned as Director of the Company on 14th May, 2011 and Mr. Durgesh Garg resigned as Director of Company on 24th December, 2011.

As per shareholder approval in EGM held on 20th July, 2011 in pursuant to provisions of section 269 of the Companies Act, 1956 and as per approval received by letter dated 9th February, 2012 from Central Government Mr. Omprakash Garg is qualified as Executive Directors for the period of 5 years with effect from 20th July, 2011 to 19th July, 2016. Then after further to his reliability and deliberation the Board of Directors at their meeting held on 21st April, 2012 under alike requisites apprised

Mr. Omprakash Garg designation as Chairman and Managing Director of Company.

Employees

The Company has not employed any employees drawing the salary in excess of the limits prescribed under section 217 (2 A) of the Companies Act, 1956.

Conservation Of Energy, Technology absorption, Innovation & Adaptation

The Company has taken all the effective steps to conserve the energy. As stand by arrangement the Company has installed generator set.

The Company has deployed Indigenous Technology to manufacture it products. The Company is also taking steps to upgrade its technology to improve the quality of its product so as to make same cost effective and compete in international market.

Foreign Exchange Earning & Outgo

The Company has earned foreign exchange of Rs.348.69 Lacs (Previous year Rs. 189.15 Lacs) through exports, whereas the Company spent foreign exchange of Rs.2.93 Lacs (Previous Year Rs. 0.89 Lacs).

Fixed Deposit

The Company has not accepted any deposits during the year from the public.

Auditors

M/s Bhatter & Company, Chartered Accountants, Mumbai, who is the statutory auditors of the Company, in accordance to the provision of Companies Act, 1956 upto the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

Insurance

Adequate insurance cover has been taken for the major assets of the Company including buildings, plant & machinery and stocks

Subsidiary

The Company has incorporated a subsidiary Company by the name ''Cupid Medical Research Centre Private Limited'' and subscribed to the equity share capital of said company of Rs. 0.98 Lacs equivalent to 98% of shares capital. The company has not started any business activities in the said company.

Directors'' Responsibility Statement

Pursuant to the provision of section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

1. In the preparation of the Annual Accounts for the year 2011 - 2012, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

ii. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the financial year.

iii. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. We have prepared the annual accounts on a going concern basis.

Auditors Report

The observations made by the Auditors are replied in notes forming part of accounts, which are self- explanatory.

Report on Corporate Governance, Management Discussion and Analysis

A report on the Corporate Governance alongwith Management Discussion and Analysis Report and a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance, in terms of Clause 49 of the Listing Agreement, are annexed herewith.

Appreciation

The Board of Directors would like to place on records their gratitude for the co-operation and the unstinted support received from Vendors, Traders, Customers, Banks and Shareholders. The support of the Bankers, Auditors and Members of Cupid family cannot go unmentioned here.

Your Directors look forward to having a long and fruitful relationship with all of them.

For and on behalf of the Board of the Directors

OMPRAKASH GARG

Chairman & Managing Director

Place : Mumbai

Date : 17th August, 2012


Mar 31, 2010

The Directors herewith present the Seventeenth Annual Report on the business and operations of the company for the year ended 31st March, 2010.

Financial Results

The highlights of financial result of the Company are as follows:

(Amount in Lacs)

PARTICULARS 31st March, 2010 31st March, 2009

Turnover and Other Income 864.68 1,246.57

(Loss) / Profit before depreciation,

finance charges and tax (78.56) (142.69)

Less: - Depreciation and finance charges 237.55 242.39

(Loss) / Profit before tax (316.11) (385.08)

Less: - Provision for Current year Income tax NIL NIL

Less: - Provision for Current year FBT NIL 1.80

Add / (Less) - Provision for Deferred tax 121.71 115.09

Net (Loss) / Profit after Tax (194.41) (271.78)

Balance brought forward from previous year 422.55 694.33

Balance Carried forward to Balance sheet 228.15 422.55

Operations

The year under report ended with a loss of Rs.194.41 Lacs against Loss of Rs. 271.78 Lacs. In terms of turnover, your company achieved a turnover of Rs. 864.68 Lacs as against to Rs. 1,246.57 Lacs in the previous year. The Loss of Rs. 194.41 Lacs is after absorbing interest cost of Rs. 98.21 Lacs (previous year at Rs. 102.55 Lacs) and depreciation of Rs. 139.32 Lacs (previous year at Rs. 137.82 Lacs) and Provision of Deferred Tax Assets of Rs. 121.71 Lacs (previous year at Rs. 115.09 Lacs).

Loss during the year is due to increased capacity could not be utilised due to nonreceipt of Government order, slow down in global economy and stiff competition in the international market. Therefore performance during the year was not satisfactory.

Finance

The Company has raised fund by issue of securities which has been used to meet the requirement of working capital. Term Loan liability with Bank were restructered with a moratorium for repayment of installment upto March, 2010 in view of losses incurred by company and its negative cash flows.

Conversion of Warrant and Issue of New Convertible Warrants

During the year 5,92,600 convertible warrants issued to promoter were converted into 5,92,600 equity shares of Rs. 10 each @ Rs. 16.50 per equity shares including premium of Rs 6.50 per share on 29th March, 2010.

The Management further realised the need to raise long term funds due to loss incurred in last two consecutive years to meet working capital needs. Therefore 11,50,000 convertible warrants were issued at Rs. 10.50 to be converted to equal number of Equity Shares of Rs. 10 each at a premium of Rs. 0.50 per shares to the promoters. The approval for allotment of warrants was accorded by shareholders of Company at the EGM held on 5th June, 2010.

Research and Development Recognition for developing Female Condoms

The Company has set up state of art Research and Development facilities for developing the female condom. In this process your Company has already got registration certificate from Government of India-Ministry of Science & Technology, Department of Scientific & Industrial Research New Delhi. The Company is confident of launching of female condom commercially in the current financial year.

Future Prospects

The Companys products is well recognized in the market and is best in terms of quality and standards. The Company enjoys a cost advantage given the proximity to Markets. The costs of productions are also kept under constant reviews and controls.

The performance of financial year 2009 - 2010 was adversely affected due to non -receipt of Government order, slow down in global economy and stiff competition of price. The global economy has started showing signs of improvement, stable Government placed in our country and Governments continuous efforts to control birth, prevention of HIV and other sexually transmitted diseases. This will help to improve the companys performance in future.

Your Company also making all its efforts to source the orders for male & female condom from Domestic and International Market for capacity utilisation.

Quality and Systematic Organisation flow Initiatives

Company is regularly reinforcing commitments to High Standards of quality products and Systematic Organisation flow as recommended by programs of the ISO 9001:2008, ISO 13485 : 2003, WHO - GMP Certification, USFDA and CE 0407 approvals. Certification leading to a prospective growth in Quality & Quantity of Company products and services.

Dividend

In view of Losses incurred by your Company, the Board do not recommend payment of any dividend for the year 2009-2010.

Directors

Mr.Raju Subbha Sagi and Mr.Pradeep Jain retires by rotation but being eligible offer themselves for re-appointment.

The Board of Directors also appointed Mr. Durgesh Garg as Executive Director of the Company for the period of five year at their meeting held on 30th September, 2009 on the terms and conditions mentioned at item No.5 of notice of meeting. The shareholders are requested to ratify his appointment as Executive Director of the Company.

During the year under review Mr. Sureshchand Garg, Mr. Sachin Prasad and Mr. Pawan Bansal resigned as Directors of the Company.

Employees

The Company has not employed any employees drawing the salary in excess of the limits prescribed under section 217 (2 A) of the Companies Act, 1956.

Conservation Of Energy, Technology absorption, Innovation & Adaptation

The Company has taken all the effective steps to conserve the energy. As stand by arrangement the Company has installed generator set.

The Company has deployed Indigenous technology to manufacture it products. The Company is also taking steps to upgrade its technology to improve the quality of its product so as to make same cost effective and compete in international market.

Foreign Exchange Earning & Outgo

The Company has earned foreign exchange of Rs.110.25 Lacs (Previous year Rs. 96.40 Lacs) through exports, where as the Company spent foreign exchange of Rs.0.74 Lacs (Previous Year Rs. 135.52 Lacs {Including Import of Plant & Machinery}) towards commission, professional fees and Documents charges.

Fixed Deposit

The Company has not accepted any deposits during the year from the public.

Auditors

M/s Bhatter & Company, Chartered Accountants, Mumbai, who is the statutory auditors of the Company, in accordance to the provision of Companies Act, 1956 upto the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment.

Insurance

Adequate Insurance Cover has been taken for the major assets of the Company including Buildings, Plant & Machinery and Stocks

Subsidiary

The Company has incorporated a subsidiary Company by the name Cupid Medical Research Centre Private Limited and subscribed to the equity share capital of said company of Rs. 0.98 Lacs equivalent to 98% of shares capital. The company has not started any business activities in the said company.

Directors Responsibility Statement

Pursuant to the provision of section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

i) In the preparation of the Annual Accounts for the year 2009 - 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the financial year.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and control for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) We have prepared the annual accounts on a going concern basis.

Auditors Report

The observations made by the Auditors are replied in notes forming part of accounts, which are self- explanatory.

Report on Corporate Governance, Management Discussion and Analysis

A report on the Corporate Governance along with Management Discussion and Analysis Report and a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance, in terms of Clause 49 of the Listing Agreement, are annexed herewith.

Appreciation

The Board of Directors would like to place on records their gratitude for the co-operation and the unstinted support received from Vendors, Traders, Customers, Banks and Shareholders. The support of the Bankers, Auditors and Members of Cupid family cannot go unmentioned here.

Your Directors look forward to having a long and fruitful relationship with all of them.

For and on behalf of the Board of the Directors

Omprakash Garg

Chairman

Place : Mumbai

Date :25th August, 2010

 
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