Mar 31, 2025
Your Director''s have pleasure in presenting Annual Report together with the Audited
Accounts 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 |
4.74 |
2.25 |
|
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, as
compared to the income from operation of Rs. 1,13,00,000 earned in the previous FY
2023-24. The Company''s Net Profit for the Financial Year ended March 31, 2025 stood
at 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 of
the 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 to
diversify and explore new business opportunities, proposed to amend the Object Clause
to broaden its scope of activities and expand into new areas of business which align
with and are complementary to its existing operations.
The amendment empowers the Company to respond more effectively to emerging
market opportunities, improve competitiveness, and create sustainable value for its
stakeholders.
Thus, 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 applicable
provisions of the Companies Act, 2013.
The company through its (02/2025-26) postal ballot dated August 25, 2025 has again
proposed addition of new main object clause. The board is of the opinion that this
strategic diversification will allow the Company to optimize its resources and
capabilities, thereby enhancing operational efficiency and cost-effectiveness. The same
is 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 year
under review.
The address of the Corporate Office i.e. 604, 6th floor, Meghdoot, Gulmohar Cross Road
No.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 12
and other applicable provisions of the Companies Act, 2013, passed special resolution
for shifting of the registered office of the company within the same state from 604, 6th
floor, Meghdoot, Gulmohar Cross Road No. 6, JVPD Scheme, Mumbai - 400049 to
Office No. 306, Shreenath Enclave Sr No.609/1Part, Plot No. 6 7 8, Shreehari Kute
Marg Nr Samdeep Hotel, Mumbai Naka, Tidke Colony, Nashik 422002.
The following shift has been made to improve operational efficiency, administrative
convenience, 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 on
February 12, 2025, the Company proposed a reduction in its paid-up share capital. An
application for the proposed capital reduction was accordingly submitted to BSE.
However, the special resolution failed to obtain the required 75% majority and was
therefore not passed. Consequently, the proposed capital reduction stands withdrawn.
Thus, during the year under review, there was no change in the Share Capital of the
Company.
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. 2025-26
increased its authorized share capital to Rs. 75,00,00,000/- (Rupees Seventy-Five
Crores) 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 of
the Articles of Association of the Company were amended through the (01/2025-
26) postal ballot dated May 19, 2025, in accordance with the applicable provisions
of the Companies Act, 2013.
2. The company through its (02/2025-26) postal ballot notice dated August 20, 2025
for 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 (Thirty
Crores) equity shares of Rs. 10/- (Rupees Ten) each. The same is yet to be approved
by 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 equity
shares for the year ended March 31, 2025.
During the year, the Company has not accepted any deposits from public nor during the
previous financial year.
The Company has neither bought back its shares nor has issued any sweat equity or
Bonus 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 on
August 30, 2023 has recommended the appointment of M/s. L K Ajmera & Associates
Chartered Accountants as new Statutory Auditor of the company to hold office for a
period of five (5) financial years (for FY 2023-2024 till FY 2027-2028), i.e. from
conclusion of Annual General Meeting held in the financial year 2024 till conclusion of
Annual General Meeting to be held in the year 2028, at a remuneration to be
determined by the Board of Directors and Auditors.
In the Board Meeting held on August 30, 2023, the Board appointed Mr. Arun Mulya as
the 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 already
submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.
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 secretarial
auditor for the financial year 2024-25.
M/s. MNB & Co. LLP, Practising Company Secretaries ceased to be the Secretarial
Auditors 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 the
Listing Regulations with effect from December 12, 2024 by way of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations 2024 (SEBI Notification) on the Secretarial Audit and provides
that every Listed Entity and its Material Unlisted Subsidiary incorporated in India shall
undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer-reviewed
Company Secretary and shall be recommended by the Board for the approval of the
Shareholders. The appointment of an individual as Secretarial Auditor shall not be more
than one term of five consecutive years or a Secretarial Audit firm as Secretarial Auditor
for not more than two terms of five consecutive years each with the approval of the
Shareholders in the Annual General Meeting.
In line with the above SEBI amendment, the Board, subject to the approval of the
members, proposes to appoint M/s. DSM and Associates, Company Secretaries as
Secretarial 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, including
reimbursement of out-of-pocket expenses, as may be mutually agreed between the
Board of Directors of the Company and the Secretarial Auditor.
In connection with the proposed appointment, M/s. DSM and Associates, Company
Secretaries have confirmed their eligibility and independence to conduct the Secretarial
Audit of Checkpoint Trends Limited.
Necessary resolution seeking the approval of the Members for the said appointment
forms part of the Notice of the 34th Annual General Meeting.
The Secretarial Audit Report for the Financial Year 2024-25 forms part of the Annual
Report and attached herewith as Annexure- VI.
The Secretarial Audit report for the current year is self-explanatory, therefore does not
require any further explanation and listing fees has not paid due to financial crises faced
by the company.
There are no frauds reported by the Statutory Auditors of the Company under Section
143 (12) of the Companies Act, 2013.
In accordance with the Companies Act, none of the Directors are liable to retire by
rotation 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 from
September 16, 2024.
During the year under review, the following changes were made in the composition of
board of Directors:-
1. Mr. Sunil Khandelwal (DIN:07803085) ceased to be the Managing Director of the
Company due to expiry of his tenure and not being reappointed with effect from
May 27, 2024.
2. Mr. Gopal Kumar Sahu (DIN: 08478039) has been re-appointed as a Non- Executive
Independent 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 the
Company for a period of 3 years from March 06, 2025 to March 05, 2028 in the
board 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 of
the Company for a period of 3 years from March 06, 2025 to March 05, 2028 in the
board 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 Independent
Director 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 members
through (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 the
composition of the Board of Directors through a (01/2025-26) postal ballot dated
May 19, 2025:¬
1. Bhawna Saunkhiya (DIN: 10683032) was appointed as a Non-Executive Independent
Director of the Company for a period of 5 years from April 04, 2025 to April 03, 2030
in the board meeting held on April 04, 2025 and was confirmed by members
through (01/2025-26) postal ballot dated May 19, 2025.
2. Shruti Gupta (DIN: 10310259) was appointed as a Non-Executive Independent
Director of the Company for a period of 5 years from April 04, 2025 to April 03, 2030
in the board meeting held on April 04, 2025 and was confirmed by members
through (01/2025-26) postal ballot dated May 19, 2025.
Mr. Pradeep Kumar (DIN: 00209355), Whole Time Director is associated with a
company 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 of
AGM is being uploaded on the website of the Company. The web link for the same is as
under: https://www.rubramed.com/extract-annual-return.html
As on March 31, 2025, the Company does not have any subsidiary, associate or joint
venture.
The information pertaining to Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as Annexure II.
The Company has established a Vigil Mechanism that enables the Directors and
Employees 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 of
the 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 as
it 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 related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The
related party transactions as per IND AS 24 are given in the notes to the financial
accounts and forms part of the Annual Report.
The policy on Related Party Transactions is part of the website of the Company. The
web 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 as
issues being faced by the industry. Details of the Familiarization program for
Independent Directors form part of the website of the Company. The web link of
Familiarization 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 (Listing
Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance
is not mandatory.
However, the company has voluntary complied with the provisions of Regulation 17 to
27 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to the extent possible. A separate section on
Corporate Governance forms part of the Director''s Report as stipulated in Securities
Exchange 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 applicable
secretarial standards to the extent possible.
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company
have given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee, including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with the evaluation
process.
Particulars of loans, guarantees and investments made by Company pursuant to Section
186 of the Companies Act, 2013 are given in the notes to the financial accounts forming
part of the Annual Report. The loans and advances made by the Company, during the
financial year under review, are within the limits prescribed in the section 186 of the
Companies 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 applicable
provisions of the Companies Act, 2013.
2. The Company through its (01/2025-26) postal ballot dated May 19, 2025, in
accordance with the applicable provisions of the Companies Act, 2013 altered and
replaced the existing Clause 3 of the Article of Association of the Company related to
Share Capital of the company.
3. The company through its (01/2025-26) postal ballot dated May 19, 2025 and in
compliance with the provisions of Section 12 and other applicable provisions of the
Companies Act, 2013, passed special resolution for shifting of the registered office of
the company within the same state.
4. Pursuant to the (01/2025-26) postal ballot dated May 19, 2025, the Company
increased its Authorized Share Capital to ^75,00,00,000 (Rupees Seventy-Five
Crores), divided into 7,50,00,000 (Seven Crore Fifty Lakh) equity shares of ^10
(Rupees Ten) each. Consequently, the Memorandum of Association was amended to
reflect this change.
Subsequent to year under review, the following changes are proposed for members
approval 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 Hundred
Crores) divided into 30,00,00,000 (Thirty Crores) equity shares of Rs. 10/- (Rupees
Ten) each and consequent alteration of Memorandum of Association of the
Company.
2. Addition in the Main Object Clause of the company and alteration of Memorandum
of 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 update
their Email ID either by writing to the 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 or
any Tribunal, impacting the going concern status and the Company''s operations in
future.
40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
As on March 31, 2025, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
41. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM 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 of
remuneration and discharge of their duties is annexed herewith. The web link to the
Nomination 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 remuneration
exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act")
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
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,
a statement showing the names of the top ten employees in terms of remuneration
drawn and names and other particulars of the employees drawing remuneration in
excess 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 and
Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made
available to any shareholder on a specific request made by him in writing before the
date of such Annual General Meeting. Any member interested in obtaining such
information 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 INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions specified in
SEBI (LODR) Regulations, 2015, and are independent of the management of the
Company. The Independent Directors have complied with the code prescribed in
schedule IV of the Companies Act, 2013.
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment.
The Board thereafter constituted a sexual harassment committee. The Composition of
sexual 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 |
Member |
Ms. Sneha Prakash Thakur (DIN: 07805202), Non- Executive Independent director of
the 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. April
04, 2025.
The Revised Composition of Sexual Harassment Committee is as under:
|
Name of the Member |
Status |
|
Ms. Shruti Gupta - Non-Executive Independent Director |
Chairperson |
|
Ms. Bhawna Saunkhiya - Non-Executive Independent |
Member |
|
Mr. Saurabh - Non-Executive Independent Director |
Member |
All employees (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 seven
years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
The Company has adequate internal financial controls besides timely statutory audit
and limited reviews of performance taking place periodically.
The Independent directors of the company are registered with Independent director
databank.
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have
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 as at March 31, 2025 and of the
profit for the Company for the year ended March 31, 2025;
(c) Proper and sufficient care has been taken 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;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicable
laws 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 Chaudhary
Place: Mumbai Whole time Director Whole time Director
Date: August 28, 2025 DIN: 00209355 DIN: 09298013
Mar 31, 2024
Your Directors'' have pleasure in presenting Annual Report together with the Audited
Accounts 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 |
224.48 |
(806.70) |
|
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 the
FY 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 Year
ended 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 of
the 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 82,00,000
equity shares of Rs. 10/- each and the paid-up share capital of the Company is
Rs.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 under
review.
The Board of Directors expressed their inability to recommend any dividend on equity
shares for the year ended March 31, 2024.
During the year, the Company has not accepted any deposits from public nor during the
previous financial year.
The Company has neither bought back its shares nor has issued any sweat equity or
Bonus 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 Annual
General Meeting held on September 29, 2018 and September 30, 2021 for a period of
five 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 on
August 30, 2023 has recommended the appointment of M/s. L K Ajmera & Associates
Chartered Accountants as new Statutory Auditor of the company to hold office for a
period of five (5) financial years (for FY 2023-2024 till FY 2027-2028), i.e from conclusion
of this Annual General Meeting till conclusion of Annual General Meeting to be held in
the year 2028, at a remuneration to be determined by the Board of Directors and
Auditors.
In the Board Meeting held on August 30, 2023, Ms. Ankita Agawane, Internal Auditor of
the company had resigned and the Board appointed new Internal Auditor Mr. Arun
Mulya 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 already
submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.
M/s. Maithili Nandedkar & Associates, Practicing Company Secretaries, appointed as
Secretarial Auditor in the Board Meeting held on held on August 12, 2021 to conduct
the Secretarial Audit for the 3 (Three) financial years FY 2021-22 till FY 2023-24. Later
on, 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 secretarial
auditor 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 3
years 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 Annual
Report. The Secretarial Auditors'' Report presented to the Members for the year under
review is qualified and is annexed to this Report.
The Secretarial Audit report for the current year is self-explanatory, therefore does not
require any further explanation and listing fees has not paid due to financial crises faced
by the company.
There are no frauds reported by the Statutory Auditors of the Company under Section
143 (12).
In accordance with the Companies Act, none of the Directors are liable to retire by
rotation 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 of
the 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 a
Director of the Company due to expiry of his tenure.
Also, Mr. Gopal Kumar Sahu has been re-appointed as Independent Director of the
Company for a period of 5 years subject to the approval of the shareholders in the
ensuing 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 not |
|
Names of listed entities in which the |
Checkpoint Trends Limited |
|
Nature of expertise in specific |
Finance |
|
Brief profile |
Ms. Abha Kapor is highly skillful and She is not related to any other Director of |
|
Disclosure Requirement |
Details |
|
reason for change viz. appointment, re- |
Mr. Gopal Kumar Sahu is being re- |
|
appointed as an Independent Director |
|
|
otherwise; |
|
|
date of appointment/re |
Date of re-appointment- With effect His present tenure as Whole-time Terms of Re-Appointment: For the |
|
Names of listed entities in which the person |
Shantee Urban Developers Private |
|
Brief profile (in case of appointment) |
Mr. Gopal Sahu is appointed as an Mr. Gopal Sahu aged 28 years, is a |
|
disclosure of relationships between directors |
Gopal Sahu is not related to any |
|
Disclosure Requirement |
Details |
|
reason for change viz. appointment, re- |
Mr. Sunil Ramesh Khandalwal is |
|
appointment, resignation, lemuvul, death ui otherwise; |
|
|
date of appointment/re- |
Date of Cessation- With effect from |
|
Brief profile (in case of appointment) |
Not Applicable |
|
disclosure of relationships between directors |
Not Applicable |
The Annual Return for the financial year ended March 31, 2024 along with Notice of
AGM is being uploaded on the website of the Company. The web link for the same is as
under: https://www.rubramed.com/extract-annual-return.html
As on March 31, 2024, the Company does not have any subsidiary, associate or joint
venture.
The information pertaining to Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as Annexure II.
The Company has established a Vigil Mechanism that enables the Directors and
Employees 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 of
the 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 as
it 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 related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The
related party transactions as per IND AS 24 are given in the notes to the financial
accounts and forms part of the Annual Report.
The policy on Related Party Transactions is part of the website of the Company. The
web 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 as
issues being faced by the industry. Details of the Familiarization program for
Independent Directors form part of the website of the Company. The web link of
Familiarization 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 (Listing
Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is
not mandatory. However, the company has complied with the provisions of Regulation
17 to 27 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to the extent possible. A separate section on
Corporate Governance forms part of the Directors'' Report as stipulated in Securities
Exchange 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 applicable
secretarial standards to the extent possible.
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the
Directors is as per the provisions of Companies Act, 2013 as well as the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company
have given the declaration to the Company that they qualify the criteria of
independence as required under the Act.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee, including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of judgment thereby
safeguarding the interest of the Company. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with the evaluation
process.
Particulars of loans, guarantees and investments made by Company pursuant to Section
186 of the Companies Act, 2013 are given in the notes to the financial accounts forming
part of the Annual Report. The loans and advances made by the Company, during the
financial year under review, are within the limits prescribed in the section 186 of the
Companies Act, 2013.
Subsequent to year under review, there was no change. 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 update their Email ID either by writing to
the 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 or
any Tribunal, impacting the going concern status and the Company''s operations in
future.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
As on March 31, 2024, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM 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 of
remuneration and discharge of their duties is annexed herewith. The web link to the
Nomination 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 remuneration
exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the Act")
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
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,
a statement showing the names of the top ten employees in terms of remuneration
drawn and names and other particulars of the employees drawing remuneration in
excess 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 and
Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made
available to any shareholder on a specific request made by him in writing before the
date of such Annual General Meeting. Any member interested in obtaining such
information 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 INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
In the opinion of the board, the independent directors fulfill the conditions specified in
SEBI (LODR) Regulations, 2015, and are independent of the management of the
Company. The Independent Directors have complied with the code prescribed in
schedule IV of the Companies Act, 2013.
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. The Board thereafter
constituted a sexual harassment committee where the chairperson of the Committee is
Ms. Sneha Thakur, and Ms. Abha Kapoor and Mr. Gopal Sahu are the Members. All
employees (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 seven
years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).
The Company has adequate internal financial controls besides timely statutory audit
and limited reviews of performance taking place periodically.
The Independent directors of the company are yet to be registered with Independent
director databank.
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and have
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 as at March 31, 2024 and of the
profit for the Company for the year ended March 31, 2024;
(c) Proper and sufficient care has been taken 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;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all applicable
laws 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 of
Checkpoint Trends Limited
(formerly known as Rubra Medicaments Limited)
Date: September 05, 2024 DIN: 02799429 DIN: 08478039
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting Annual Report together with
the Audited Accounts of the Company for the year ended 31st March,
2014.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2013-14 is
summarized below:
(Rs. In Lacs)
Particulars 2013-2014 2012-2013
Profit/(Loss) Before Depreciation (5.86) (5.32)
Less: Depreciation - -
Profit/(Loss) Before Tax (5.86) (5.32)
Less: Taxation - -
Profit/(Loss) After Tax (5.86) (5.32)
2. OPERATIONS
The Company''s Net Loss for the Financial Year ended March 31, 2014
stood at Rs. 5.86 lacs as against Rs.5.32 lacs in the previous year.
3. DIVIDEND
The Board of Directors express their inability to recommend any
dividend on equity shares for the year ended March 31, 2014 due to
absence of profit.
4. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposit.
5. AUDITORS
M/s. D M Oza & Associates, Chartered Accountants, Mumbai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received confirmation that their
appointment, if made, would be within the prescribed limit specified
under relevant sections of the Companies Act and that they are not
disqualified for such appointment. Your Directors recommend
re-appointment of M/s. D M Oza & Associates as the Statutory Auditors
of the Company for the current financial year and fixation of their
remuneration.
6. AUDITORS'' REPORT
The Auditors'' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
7. DIRECTORS
In accordance with the Companies Act, the director liable to retire by
rotation at the ensuring Annual General Meeting, retires by rotation
and being eligible offer itself for re-appointment.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement containing the necessary information required under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report.
9. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of
remuneration aggregating to the sum prescribed u/s. 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended till date.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956,
your Directors hereby state and confirm that:
(i) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any
(ii) They have selected the 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 under review and for the
loss of the Company for the same period.
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) They have prepared the Annual Accounts on "GOING CONCERN" basis.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Company has adopted
most of the provisions of Clause 49 of the Listing agreement. A report
on Corporate Governance along with a certificate from the Auditors of
the Company regarding the compliance of conditions of Corporate
Governance and also the Management Discussion and Analysis Report are
annexed to this report.
12. ACKNOWLEDGEMENTS
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 of
RUBRA MEDICAMENTS LIMITED
Place: Hyderabad
Date: September 02, 2014 Director Director
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2013.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2012-13 is
summarized below:
(Rs. In Lacs)
Particulars 2012-2013 2011-2012
Profit/(Loss) Before Depreciation (5.32) (6.22)
Less: Depreciation
Profit/(Loss) Before Tax (5.32) (6.22)
Less: Taxation
Profit/(Loss) After Tax (5.32) (6.22)
2. OPERATIONS
The Company''s Net Loss for the Financial Year ended March 31, 2013
stood at Rs.5.32 lacs as against Rs.6.22 lacs in the previous year.
3. DIVIDEND
The Board of Directors express their inability to recommend any
dividend on equity shares for the year ended March 31, 2013 due to
absence of profit.
4. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposit u/s. 58A of
the Companies Act, 1956.
5. AUDITORS
M/s. D M Oza & Associates., Chartered Accountants, Mumbai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received confirmation that their
appointment, if made, would be within the prescribed limit specified
u/s. 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such appointment within the meaning of Section 226 of
the Companies Act, 1956. Your Directors recommend re-appointment of
M/s. D M Oza & Associates as the Statutory Auditors of the Company for
the current financial year and fixation of their remuneration.
6. AUDITORS'' REPORT
The Auditors'' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation.
7. DIRECTORS
In accordance with the Companies Act, 1956, the director liable to
retire by rotation at the ensuring Annual General Meeting, retires by
rotation and being eligible offer itself for re-appointment.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement containing the necessary information required under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report as Annex 1.
9. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of
remuneration aggregating to the sum prescribed u/s. 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended till date.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956,
your Directors hereby state and confirm that:
(i) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any
(ii) They have selected the 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 under review and for the
loss of the Company for the same period. (iii) They have taken proper
and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities. (iv) They have prepared the Annual
Accounts on "GOING CONCERNÂ basis.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Company has adopted
most of the provisions of Clause 49 of the Listing agreement. A report
on Corporate Governance along with a certificate from the Auditors of
the Company regarding the compliance of conditions of Corporate
Governance and also the Management Discussion and Analysis Report are
annexed to this report.
12. ACKNOWLEDGEMENTS
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Banks and other Agencies and
Shareholders resulting in good performance during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the dedicated services rendered by Executives, staff
and workers of the Company.
For and on Behalf of the Board of Directors of
RUBRA MEDICAMENTS LIMITED
Place: Hyderabad
Date: September
02, 2013 Director Director
Mar 31, 2012
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2012.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2011-12 is
summarized below:
(Rs. In Lacs)
Particulars 2011-2012 2010-2011
Profit/(Loss) Before Depreciation (6.22) (16.88)
Less: Depreciation - -
Profit/(Loss) Before Tax (6.22) (16.88)
Less: Taxation - -
Profit/(Loss) After Tax (6.22) (16.88)
2. OPERATIONS
The Company''s Net Loss for the Financial Year ended March 31, 2012
stood at Rs.6.22 lacs as against Rs.16.88 lacs in the previous year.
3. DIVIDEND
The Board of Directors express their inability to recommend any
dividend on equity shares for the year ended March 31, 2012 due to
absence of profit.
4. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposit u/s. 58A of
the Companies Act, 1956.
5. AUDITORS
M/s. D M Oza & Associates., Chartered Accountants, Mumbai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received confirmation that their
appointment, if made, would be within the prescribed limit specified
u/s. 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such appointment within the meaning of Section 226 of
the Companies Act, 1956. Your Directors recommend re-appointment of
M/s. D M Oza & Associates as the Statutory Auditors of the Company for
the current financial year and fixation of their remuneration.
6. AUDITORS'' REPORT
The Auditors'' Report on the financial statement for the current year
is self-explanatory, therefore does not require any further
explanation.
7. DIRECTORS
In accordance with the Companies Act, 1956, the director liable to
retire by rotation at the ensuring Annual General Meeting, retires by
rotation and being eligible offer itself for re-appointment.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement containing the necessary information required under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report as Annex 1.
9. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of
remuneration aggregating to the sum prescribed u/s. 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended till date.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956,
your Directors hereby state and confirm that:
(i) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any
(ii) They have selected the 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 under review and for the
loss of the Company for the same period.
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) They have prepared the Annual Accounts on "GOING CONCERN"
basis.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Company has adopted
most of the provisions of Clause 49 of the Listing agreement. A report
on Corporate Governance along with a certificate from the Auditors of
the Company regarding the compliance of conditions of Corporate
Governance and also the Management Discussion and Analysis Report are
annexed to this report.
12. ACKNOWLEDGEMENTS
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Banks and other Agencies and
Shareholders resulting in good performance during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the dedicated services rendered by Executives, staff
and workers of the Company.
For and on Behalf of the Board of Directors of
RUBRA MEDICAMENTS LIMITED
Place: Hyderabad
Date: September 01, 2012 Director Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2011.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2010-11 is
summarized below:
(Rs. In Lacs)
Particulars 2010-2011 2009-2010
Profit Before Depreciation (16.88) (26.19)
Less: Depreciation - 5.23
Profit Before Tax (16.88) (31.42)
Less: Taxation - 1.61
Profit After Tax (16.88) (33.04)
2. OPERATIONS
The Company''s revenue for the financial year ended March 31, 2011
stood at Rs. 0.42 lacs as compared to Rs. 88.94 lacs in the previous
year and Net Loss for the Financial Year ended March 31, 2011 stood at
Rs.16.88 lacs as against Rs.33.04 lacs in the previous year.
3. DIVIDEND
The Board of Directors express their inability to recommend any
dividend on equity shares for the year ended March 31, 2011 due to
absence of profit.
4. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposit u/s. 58A of
the Companies Act, 1956.
5. AUDITORS
M/s. D M Oza & Associates., Chartered Accountants, Mumbai, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received confirmation that their
appointment, if made, would be within the prescribed limit specified
u/s. 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such appointment within the meaning of Section 226 of
the Companies Act, 1956.
Your Directors recommend re-appointment of M/s. D M Oza & Associates as
the Statutory Auditors of the Company for the current financial year
and fixation of their remuneration.
6. AUDITORS'' REPORT
The Auditors'' Report on the financial statement for the current year
is self-explanatory, therefore does not require any further
explanation.
7. DIRECTORS
In accordance with the Companies Act, 1956, the director liable to
retire by rotation at the ensuring Annual General Meeting, retires by
rotation and being eligible offer itself for re-appointment.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement containing the necessary information required under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report as Annex 1.
9. PARTICULARS OF EMPLOYEES
The Company does not have any employee who is in receipt of
remuneration aggregating to the sum prescribed u/s. 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended till date.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956,
your Directors hereby state and confirm that:
(i) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures, if any
(ii) They have selected the 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 under review and for the
loss of the Company for the same period.
(iii) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) They have prepared the Annual Accounts on "GOING CONCERN"
basis.
11. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement the Company has adopted
most of the provisions of Clause 49 of the Listing agreement. A report
on Corporate Governance along with a certificate from the Auditors of
the Company regarding the compliance of conditions of Corporate
Governance and also the Management Discussion and Analysis Report are
annexed to this report.
12. ACKNOWLEDGEMENTS
Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Banks and other Agencies and
Shareholders resulting in good performance during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the dedicated services rendered by Executives, staff
and workers of the Company.
For and on Behalf of the Board of Directors of
RUBRA MEDICAMENTS LIMITED
Place: Hyderabad
Date: September 01, 2011 Director Director
Mar 31, 2010
The Directors have pleasure in presenting the 19th Annual Report on
the business and operations of your Company for the financial year
ended on 31st March, 2010.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars Year ended 31.03.2010 Year ended 31.03.2009
Total Income 88.94 102.09
Profit / (Loss) before
depreciation, interest and tax -26.19 (2.97)
Depreciation 5.23 5.22
Interest Nil Nil
Net Profit / (Loss) Before
Tax for the year -31.42 (8.19)
Fringe Benefit Tax Nil 0.22
Net Profit / (Loss) after Tax -31.42 (8.41)
OPERATIONAL PERFORMANCE
During the year under review, your Company has registered turnover of
Rs. 88.94 Lakhs as against Rs. 102.09 Lakhs for the previous year
registering a decrease of Rs. 13.15 Lakhs. The company ended with a Net
Loss of Rs. 31.42 Lakhs as against a loss of Rs. 8.41 Lakhs for the
previous Year. This was due to decrease in the turnover coupled with
raise in the cost of raw materials and the personnel.
FUTURE PROSPECTS
This is year the Company has ended up with a loss. Board of Directors
feels that the scenario may not improve as the ongoing recession has
put pressure on margins of the Company. The Company is looking for
alternative avenues to take up.
Pursuant to the resolution passed by the members of the Company under
Section 192A and 293(l)(a) of the Companies Act, 1956 on July 02, 2009
by way of Postal Ballot, the Company has sold its Business with assets
& liabilities including manufacturing facilities located at 109/3, IDA
Phase II, Sector II, Lane 6, Cherlapally, R.R. Dist, Hyderabad -
500051, Andhra Pradesh to M/s. Rubra Pharmaceuticals Limited, a Company
registered under the Companies Act, 1956 and having its registered
office at 4-3-64/3, Raghunath Bagh, Kandaswamy Lane, Sultan Bazar,
Hyderabad, Andhra Pradesh.
INDUSTRIAL RELATIONS
The Industrial and personnel relations have been cordial during the
year.
DIVIDEND
The Board of Directors expresses their inability to recommend dividend
for the financial year 2009-2010 due to absence of profit.
FIXED DEPOSITS
The Company has not accepted any deposits during the year within the
meaning of Section 58 A of the Companies Act, 1956 and the rules made
there under. So the provisions of Section 58A are not applicable to the
Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirm that:
(i) In the preparation of the annual accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state Of affairs
of the Company as on 31st March 2010 and of the Loss of the Company for
the year ended on 31st March 2010.
(iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) The directors have prepared the annual accounts for the financial
year ended on 31st March. 2010 on a going concern basis.
DIRECTORS
Mr. Sushant Mohanlal, Director retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment. Board of Directors recommends his re- appointment.
AUDITORS
The Auditors M/s. MRK Reddy & Co., Chartered Accountants will retire at
the conclusion of the forthcoming Annual General Meeting and are
eligible for re-appointment. The Company has received a letter to the
effect that their appointment, if made, would be within the prescribed
limits under Section 224(1-B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are required to be given under
Section 217 (2A) of the Companies Act, 1956, read with the
Companies(Particulars of Employees) Rules, 1975(As Amended).
INFORMATION PURSUANT TO THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE
REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.
CORPORATE GOVERNANCE
Pursuant to the provisions of Clause 49 of the Listing Agreement and
Section 292A of the Companies Act, 1956, a report on the Corporate
Governance, which inter alia, includes the composition and construction
of Audit Committee, is given as Annexure-II. Your Company will continue
to adhere in letter and spirit to the good corporate governance
policies.
Pursuant to the provision of Clause 49 (VII) (1) of the Listing
Agreement, a certificate from the auditors of the Company on the
compliance of the Clause is also enclosed.
CEO Declaration
Pursuant to the provisions of Clause 49(i) (D) (ii) of the Listing
Agreement, a declaration by the Chairman and Managing Director of the
Company declaring that all the members of the Board and the Senior
Personnel of the Company have affirmed compliance with the Code of
Conduct of the Company is enclosed.
ACKNOWLEDGMENTS
Your directors acknowledge the sincere efforts and hard work put in by
the employees of the Company in its operations. The directors also wish
to place on record their appreciation for the assistance and
co-operation extended by customers, employees, shareholders, and all
other business associates.
For and on behalf of the Board of Directors
of Rubra Medicaments Limited
Sd/-
Place: Hyderabad Vishnu Kumar Gupta
Date: 7th May 2010 Chairman
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