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Directors Report of Cupid Ltd.
Mar 31, 2025
The Board of Directors is pleased to present herewith the 32nd Annual Report of your Company together with the
Audited financial statements (including Consolidated Financial Statements) for the year ended 31st March, 2025.
The Management Discussion and Analysis has been annexed to the Directors Report.
FINANCIAL RESULTS
The highlights of financial results of the company are as follows: -
|
Particulars |
For the financial year 2025 |
For the financial |
|
|
Standalone |
Consolidated |
Standalone |
|
|
Operating Revenues |
18,352.13 |
18,352.13 |
17,108.87 |
|
Profit before Depreciation & Amortization, Finance charges |
6,143.02 |
6,138.73 |
5,731.74 |
|
Depreciation & Amortization |
447.58 |
447.58 |
292.54 |
|
Finance Charges |
205.19 |
205.19 |
181.02 |
|
Profit / (Loss) before tax |
5,490.25 |
5,485.96 |
5,258.18 |
|
Provision for taxation (incl. deferred tax) |
1,397.24 |
1,397.24 |
1,272.70 |
|
Profit / (Loss) after tax |
4,093.01 |
4,088.72 |
3,985.48 |
During the year under review, operating revenues stood at W 18,352.13 lacs (Standalone and consolidated) in FY25
compared to W 17,108.87 lacs in FY24. At the net profit level, we closed this financial year with a net profit of W
4,093.01 lacs (Standalone) and W 4,088.72 (Consolidated) as against W 3,985.48 lacs in the previous year.
DIVIDEND
Company did not recommend and declare any dividend during the year under review.
RESERVES
The whole of profit after tax has been transferred to Profit & Loss account. There is no amount that has been
proposed to be carried to any other reserves.
CHANGE IN NATURE OF BUSINESS
The Company manufactures Male and Female Rubber Contraceptives, Lubricant Jelly and In Vitro Diagnostic
Devices (IVD). During the year under review company has ventured into the FMCG B2C space with its wide range
of products. It has diversified its offerings by entering into the FMCG space with its range of perfumes, hair oil,
deodorants, face wash, hair removal spray, petroleum moisturizing jelly, etc.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2025 is W 26,84,67,140 (Twenty Six Crores Eighty Four Lacs Sixty
Seven Thousand and One Hundred Forty Only). During the year under review, the Company has not issued shares
with differential voting rights. Company has allotted 13,41,77,490 bonus shares and 1,12,160 shares under Cupid
Limited Employee Stock Option Plan - 2022 (Cupid Limited ESOP - 2022) during the year. As on 31st March 2025,
none of the Directors of the Company hold instruments convertible into equity shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in
compliances with the requirements of the Companies
Act, 2013 and the Indian Accounting Standard (IND
AS). The financial statements have been prepared on
historical cost basis. The estimates and judgments
relating to the financial statements are made on a
prudent basis, so as to reflect in a true and fair manner,
the form and substance of transactions and reasonably
present the Companyâs state of affairs, profits and
Cash Flows for the year ended 31st March, 2025. There
is no audit qualification in financial statements by the
statutory auditors for the year under review.
LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to Financial Statements.
DEPOSITS
The Company has not accepted any deposit from the
public falling within the ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014, or under Chapter V of the Act.
RELATED PARTY TRANSACTIONS
During the year under review, the Company has not
entered into any contracts or arrangements with related
parties referred to in Section 188 of the Companies Act,
2013 and providing the information in the prescribed
Form AOC-2 are not applicable to the Company. There
are no transactions with related parties except those
indicated in notes to accounts.
INTERNAL CONTROL SYSTEMS
Internal Financial Control is an integral to the Companyâs
strategy and for the achievement of the long-term goals.
Our success as an organisation depends on our ability to
identify and leverage the opportunities while managing
the risks. In the opinion of the Board, the Company has
robust internal financial controls which are adequate
and effective during the year under review.
The CoThe Companyâs internal control system is
commensurate with its size, scale and complexities of
operations. BCS & Associates, Chartered Accountants
were the Internal Auditors of the Company for the FY
2024-25.
Business risks and mitigation plans are reviewed and
the internal audit processes include evaluation of
all critical and high risk areas. Critical functions are
reviewed rigorously, and the reports are shared with
the Management for timely corrective actions, if any. The
major focus of internal audit is to review business risks,
test and review controls, assess business processes
besides benchmarking controls with best practices in
the industry.
The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and are also apprised of the internal
audit findings and corrective actions. The Audit
Committee suggests improvements to the control
mechanism. The Audit Committee and Risk Management
Committee of the Board of Directors, Statutory Auditors
and Business Heads are periodically apprised of the
internal audit findings and corrective actions.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with
instance of fraud and mismanagement, if any. It ensures
that strict confidentiality is maintained whilst dealing
with concerns and also no discrimination will be meted
out to any person for a genuinely raised concern. Any
suspected or confirmed incident of fraud / misconduct
can be reported thereof.
The Whistle Blower Policy has been posted on website of
the Company at below link: -
https://www.cupidlimited.com/wp-content/
uploads/2024/07/Whistleblower-Policy.pdf
DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME
The Employee Stock Options (âESOPsâ) granted to the
employees of the Company currently operate under the
Cupid Limited - Employee Stock Option Scheme 2022
(ESOP - 2022).
The aforesaid Scheme complied with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (âSEBI (SBEB & SE) Regulations, 2021â), to the
extent applicable.
The Nomination and Remuneration Committee of
the Board of Directors of the Company, inter alia,
administers and monitors the Scheme in accordance
with the SEBI (SBEB & SE) Regulations, 2021.
The details of the ESOPs granted and outstanding as on
March 31, 2025 along with other particulars as required
by Regulation 14 of the SEBI (SBEB & SE) Regulations,
2021 is available on the website of the Company at
https://www.cupidlimited.com/wp-content/
uploads/2025/07/ESOP Website
Disclosure 2024-25.pdf
The certificate from the Secretarial Auditor, as
required under Regulation 13 of the SEBI (SBEB & SE)
Regulations 2021, stating that the ESOP Scheme have
been implemented in accordance with the SEBI (SBEB &
SE) Regulations, 2021 would be available for inspection
by the Members during the Annual General Meeting
(âAGMâ).
RISK MANAGEMENT
The Company endeavours to continually sharpen its
risk management systems and processes in line with a
rapidly changing business environment. During the year
under review, there were no risks which in the opinion
of the Board threaten the existence of the Company.
However, some of the risks which may pose challenges
are set out in the Management Discussion and Analysis
which forms part of this Annual Report.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013
and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance
evaluation of its own performance, the directors
individually as well as the evaluation of the working
of its Audit, Nomination & Remuneration and other
Committees. The same is found to be satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Ajay Kumar Halwasiya, Executive Director of the
Company, retires by rotation at the ensuing Annual
General Meeting of the Company, and being eligible
offers himself for re-appointment.
The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
both under the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The following are the Key Managerial Personnel of the
company:
Mr. Aditya Kumar Halwasiya: - Chairman and Managing
Director
Mr. Saurabh V. Karmase: - Company Secretary and
Compliance Officer
Mr. Narendra M. Joshi: - Chief Financial Officer
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on
the operations of the Company, as required under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in a separate section and
forms an integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
Pursuant to the provisions of regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Business Responsibility and
Sustainability Report (âBRSRâ) is provided in a separate
section and forms an integral part of this Report.
BOARD MEETINGS
During the year under review, the Company has
conducted 6 Board Meetings on the following dates:
8th April, 2024; 3rd July, 2024; 5th August, 2024; 12th
November, 2024; 19th December, 2024 and 14th February,
2025. The intervening gap between the meetings was
within the period prescribed under the Companies
Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their
composition, number of meetings and attendance at
the meetings are provided in the Corporate Governance
Report.
STATUTORY AUDITORS
M/s. Chaturvedi Sohan & Co., Chartered Accountants,
Mumbai were appointed as Statutory Auditors of the
company at 29th Annual General Meeting which was held
on 28th September, 2022 to hold the office as Statutory
Auditor from the conclusion of 29th Annual General
Meeting till conclusion of 34th Annual General Meeting
of the company.
The Statutory Auditorsâ Report forms part of the Annual
Report. The Statutory Auditorâs report does not contain
any qualification, reservation or adverse remark for
the year under review. Further, During the year under
review, there were no instance of fraud which requires
the Statutory Auditors to report the same to the Central
Government under Section 143(12) of Act and Rules
framed thereunder.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and
rules made thereunder, the Company had appointed Mr.
Shailesh Kachalia. Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the
FY 2024-25. The Secretarial Audit Report is annexed as
Annexure ''1â and forms an integral part of this Report.
Pursuant to Regulation 24A of Listing Regulations read
with SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated July 11, 2023, the Annual
Secretarial Compliance Report of the Company for the FY
2024-25 is uploaded on the website of the Company i.e.
https://www.cupidlimited.com/wp-content/
uploads/2025/04/ASCR 2024 2025 PDF.pdf
In line with the amended Regulation 24A of the Listing
Regulations, the Board has approved the appointment
of M/s. SKJP & Associates as the Secretarial Auditors
of the Company for a term of 5 consecutive years
with effect from FY 2025-26 to FY 2029-30, subject to
approval of the shareholders at the 32nd AGM.
COST AUDITORS
As per the Companies (cost records and audit) Rules,
2014 and the amendments made thereof notified by
Ministry of Corporate Affairs, cost audit was not
applicable to the company for FY 2024-25. Therefore
the board did not proceed with the appointment of cost
auditor and cost audit for the year 2024-25.
Further, pursuant to the provisions of Section 148 of
the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to
time Cost Audit has become applicable to the company
for FY 2025-26 and hence the Board of Directors, on
the recommendation of Audit Committee, has appointed
M/s. KPMSS & Associates, Cost Accountants, (Firm
Registration Number: 005229) as Cost Auditor to audit
the cost accounts of the Company for the FY 2025-26. As
required under the Act, a resolution seeking memberâs
approval for the remuneration payable to the Cost
Auditor forms part of the Notice convening the Annual
General Meeting for their ratification. The company is
properly maintaining its cost record internally.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There are no qualifications contained in the Auditors
Report and Secretarial Audit Report contains the
following observation:
The company has complied with all the applicable
provisions and circulars / guidelines except Regulation
30(2) of the SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015 regarding disclosure
of court orders.
Management Response on observation - Company
settled, by neither admitting nor denying the findings of
facts and conclusions of law, for alleged violation and
pursuant to Settlement Order dated December 20, 2024
bearing reference number SO/AN/PR/2024-25/8021
made the payment of settlement amount to SEBI.
APPOINTMENT OF DESIGNATED PERSON PURSUANT
TO RULE 9(4) OF COMPANIES (MANAGEMENT AND
ADMINISTRATION) RULES, 2014
In accordance with the provisions of Rule 9(4) of
Companies (Management and Administration) Rules,
2014, the company is required to designate a person
responsible for ensuring compliance with the applicable
provisions of the Act, including filing of returns and
disclosures with the Registrar of Companies and other
authorities.
The Board of Directors, at their meeting held on 12th
November, 2024, has duly considered and appointed a
Designated Person for this purpose. The details of the
said appointment shall be appropriately disclosed in
the Annual Return of the company for the financial year
2024-25, in compliance with the statutory requirement.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in Form
MGT-7 has been placed on the Companyâs website www.
cupidlimited.com.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments
affecting the financial position of the Company which
have occurred between the end of the financial year and
the date of this Report except those which are disclosed
in this Report. There were no material events that had
an impact on the affairs of your Company.
During the year under review company has ventured
into the FMCG B2C space with its wide range of products.
It has diversified its offerings by entering into the FMCG
space with its range of perfumes, hair oil, deodorants,
face wash, hair removal spray, petroleum moisturizing
jelly, etc.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant and material orders passed by
the Regulators / courts / Tribunals that would impact
the going concern status of the Company and its future
operations.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of
environmentally clean and safe operations. The
Companyâs policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned,
compliances, environmental regulations and
preservation of natural resources.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Actâ) and
Rules framed thereunder, the Company has formulated
and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment
of women at the workplace. The Company took all
necessary measures to ensure a harassment free
workplace and has instituted an Internal Complaints
Committee for redressal of complaints and to prevent
sexual harassment. No complaints relating to sexual
harassment were received during the year.
CORPORATE GOVERNANCE
As per Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate section on ''Report on Corporate
Governanceâ practices followed by the Company,
together with a certificate from the Secretarial
Auditors of the Company confirming compliances
forms integral part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms
of Section 134 (3) (c) read with 134 (5) of the Companies
Act, 2013 that:
a. In the preparation of the annual accounts for
the year ended 31st March, 2025, the applicable
accounting standards have been followed along
with proper explanation relating to material
departures, if any;
b. The directors have selected such accounting
policies and applied them consistently and made
judgements 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 31st March,
2025 and of the profit of the Company for the year
ended on that date;
c. The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;
d. The annual accounts have been prepared on a
going concern basis;
e. The Directors had laid down internal financial
controls to be followed by the Company and
thatsuch internal financial controls are adequate
andwere operating effectively; and;
f. The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate andoperating effectively.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT,
TECHNOLOGY ABSORPTION
A) Conservation of Energy:-
i. The Company has taken all effective steps
to conserve the energy by installing latest
equipmentâs for conservation of energy. As
a stand-by arrangement in case of no supply
of electricity, the Company has installed
generator set.
ii. The cumulative effect of the Energy
conservations steps taken by the Company
has considerably reduced the consumption of
Energy and saved the cost.
iii. The Company has installed Solar in
its manufacturing facility for Energy
conservation.
iv. The Company is not required to mention per
unit consumption of Energy in "form Aâ.
B & C) Technology Absorption and Expenditure on
Research & Development:-
The Company has deployed indigenous technology
to manufacture its 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 EARNINGS AND OUTGO
The Company has earned foreign exchange of W 9,357.72
Lacs (Previous year W 14,558.81 Lacs) through exports,
whereas the Company paid / payable foreign exchange
of W 143.54 Lacs (Previous Year W 91.96 Lacs) towards
machinery / equipments. Further payments made in
foreign exchange of W 406.11 Lacs (Previous Year W
1099.21 Lacs) towards other expenses.
INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)
A detailed disclosure with regard to the IEPF related
activities undertaken by your Company during the year
under review forms part of the Report on Corporate
Governance.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the
Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of
Directors of your Company has constituted a Corporate
Social Responsibility ("CSRâ) Committee which is chaired
by Mr. Aditya Kumar Halwasiya, Managing Director of
the Company, the other members of the committee are
Ms. Shaina Narendrasingh Chudasama, Non-Executive
Director, Mr. Ajay Kumar Halwasiya, Executive Director
and Mr. Akshay Kumar, Independent Director. Your
Company also has in place a CSR policy and the same
is available on the website of the Company at https:,/
www.cupidlimited.com/wpcontent/uploads/2020/07/05 001
CG 01CSR-Policy.pdf A detailed report as per Rule 8 of
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as "Annexure 2â forming part of
this report.
AUDIT COMMITTEE
The Audit Committee now headed by Mrs. Rajni Mishra
as Chairperson of the committee. Mr. Thallapaka
Venkateswara Rao and Ms. Smeeta Bhatkal are
Members. The details of all related party transactions, if
any, are placed periodically before the Audit Committee.
During the year, there were no instances where the
Board had not accepted the recommendations of the
Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is headed
by Mr. Rajinder Singh Loona as Chairperson of the
committee. Mr. Thallapaka Venkateswara Rao and Mr.
Santosh Desai are the members of committee. During
the year, there were no instances where the Board had
not accepted the recommendations of the Nomination
and Remuneration Committee.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is headed by
Mr. Rajinder Singh Loona as Chairman of the committee.
Mr. Aditya Kumar Halwasiya and Mr. Ajay Kumar
Halwasiya are the members of committee. During the
year, there were no instances where the Board had
not accepted the recommendations of the Stakeholder
Relationship Committee.
RISK MANAGEMENT COMMITTEE
The Risk Management Committee is headed by Mr.
Akshay Kumar as Chairman of the committee. Mr. Aditya
Kumar Halwasiya and Mr. Ajay Kumar Halwasiya are
the members of committee. During the year, there were
no instances where the Board had not accepted the
recommendations of the Risk Management Committee.
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013
and regulation 17 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation of the
Independent Directors is carried out by other non¬
independent directors on the basis of their contribution
towards important aspects of the company and active
participation on the board. The Directors express their
satisfaction with the evaluation process.
Further, the company have constituted Performance
Evaluation Policy to evaluate the performance
of Independent Directors and the said policy
is available on the website of the company at
https://www.cupidlimited.com/wp-content/
uploads/2020/07/Performance Evaluation.pdf
REMUNERATION OF DIRECTORS
Pecuniary Relationship or Transactions with the Non¬
Executive Directors:
There was no any pecuniary relationship or transaction
took place between the company and its non-executive
directors.
Criteria of making payments to non-executive
directors:
Company is paying the sitting fees as decided by the
board for attending the board meetings and various
committee meetings and profit related commission as
approved by the shareholders to all the non-executive
directors. Further, Company reimburses out of pocket
expenses incurred by all the non-executive directors of
the Company in connection with various affairs of the
company.
PARTICULARS OF EMPLOYEE
The disclosure required under section 197 of the
Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
"Annexure 3â.
A statement comprising the names of top 10 employees
in terms of remuneration drawn and every person
employed throughout the year, who were in receipt
of remuneration in terms of Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure ''4â and forms an integral part of this annual
report. The said Annexure is not being sent along with
this annual report to the members of the Company in line
with the provisions of Section 136 of the Act. Members
who are interested in obtaining these particulars may
write to the Company Secretary at the Registered
Office of the Company. The aforesaid Annexure is also
available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the
date of the ensuing Annual General Meeting during the
business hours on working days.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your company built robust practices to elevate
performance to higher standards by aligning
organizational goals to departmental and individual
goals. A periodic review mechanism ensures that
employees stay focused and incorporate course
correction through the feedback process.
Your company institutionalized a structured framework
to identify critical talent within the organization and to
educate them on business-critical skills and provide
exposure through business-impact projects to improve
their readiness to perform higher roles. A differentiated
compensation philosophy ensures that critical talent
is paid competitively. This dual pronged approach has
helped enhance the retention of critical talent.
During the year under review, the industrial relations
remained cordial and peaceful.
SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
During the year under review, the Company has
incorporated its wholly owned subsidiary "Cupid Invesco
Limitedâ in Jebel Ali Free Zone, UAE. The said wholly
owned subsidiary is not operative as on March 31, 2025
and hence providing the information in the prescribed
Form AOC-1 is not applicable to the Company.
CAUTIONARY STATEMENT
Statements in this Directorsâ Report and Management
Discussion and Analysis Report describing the
Companyâs objectives, projections, estimates,
expectations or predictions may be ''forward-looking
statementsâ within the meaning of applicable securities
laws and regulations. Actual results could differ
materially from those expressed or implied. Important
factors that could make difference to the Companyâs
operations include raw material availability and its
prices, cyclical demand and pricing in the Companyâs
principal markets, changes in Government regulations,
Tax regimes, economic developments within India and
other ancillary factors.
ACKNOWLEDGEMENT
Your Directors wish to place on record deep sense of
appreciation to the employees for their contribution
and services. Companyâs consistent growth has been
possible by their hard work, solidarity, co-operation and
dedication during the year.
Your Directors thank the Government of India, the
State Governments, various statutory and regulatory
authorities for their co-operation and support to
facilitate ease in doing business. Your Directors also
wish to thank its customers, business associates,
distributors, channel partners, suppliers, investors and
bankers for their continued support and faith reposed
in the Company.
For and on behalf of the Board of Directors
Aditya Kumar Halwasiya
Chairman and Managing Director
Din No.: 08200117
CIN No. : L25193MH1993PLC070846
REGISTERED OFFICE
A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,
Maharashtra- 422113
Place: Mumbai
Date: 8th August, 2025
Mar 31, 2024
The Board of Directors is pleased to present herewith the 31st Annual Report of your Company together with the Audited financial statements for the year ended 31st March, 2024. The Management Discussion and Analysis has been annexed to the Directors Report:
FINANCIAL RESULTS
The highlights of financial results of the company are as follows: -
|
Particulars |
For the financial year 2024 (FY24) |
For the financial year 2023 (FY23) |
|
Operating Revenues |
17,108.87 |
15,932.72 |
|
Profit before Depreciation & Amortization, Finance charges |
4,784.62 |
3,379.18 |
|
Depreciation & Amortization |
292.54 |
296.93 |
|
Finance Charges |
181.02 |
78.82 |
|
Profit / (Loss) before tax |
5,258.18 |
4,231.90 |
|
Provision for taxation (incl. deferred tax) |
1,272.70 |
1,073.62 |
|
Profit / (Loss) after tax |
3,985.48 |
3,158.28 |
During the year under review, operating revenues stood at '' 17,108.87 lacs in FY24 compared to '' 15,932.72 lacs in FY23. EBITDA margins increased to 29.28% in FY24 against 25.93% in FY23. At the net profit level, we closed this financial year with a net profit of '' 3,985.48 lacs as against '' 3,158.28 lacs in the previous year.
DIVIDEND
Company did not recommend and declare any dividend during the year under review.
RESERVES
The whole of profit after tax has been transferred to Profit & Loss account. There is no amount that has been proposed to be carried to any other reserves.
CHANGE IN NATURE OF BUSINESS
The Company manufactures Male and Female Rubber Contraceptives, Lubricant Jelly and In Vitro Diagnostic Devices (IVD). There is no any change in the business carried on by the company during the year under review.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2024 is '' 13,41,77,490 (Thirteen Crores Forty One Lacs Seventy Seven Thousand and Four Hundred Ninety Only). During the year under review, the Company has not issued shares with differential voting rights. Company has allotted 79,749 shares and granted 48,000 stock options under Cupid Limited Employee Stock Option Plan - 2022 (Cupid Limited ESOP - 2022) during the year. As on 31st March 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 and the Indian Accounting Standard (IND AS). The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and Cash Flows for the year ended 31st March, 2024. There is no audit qualification in financial statements by the statutory auditors for the year under review.
LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
DEPOSITS
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.
RELATED PARTY TRANSACTIONS
During the year under review, the Company has not entered into any contracts or arrangements with related parties
referred to in Section 188 of the Companies Act, 2013 and providing the information in the prescribed Form AOC-2 are not applicable to the Company. There are no transactions with related parties except those indicated in notes to accounts.
INTERNAL CONTROL SYSTEMS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.
The Whistle Blower Policy has been posted on website of the Company at below link: -
https://www.cupidlimited.com/wp-content/uploads/2024/07/
DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME
The Employee Stock Options ("ESOPs") granted to the employees of the Company currently operate under the Cupid Limited - Employee Stock Option Scheme 2022 (ESOP - 2022).
The aforesaid Scheme complied with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB&SE) Regulations, 2021"), to the extent applicable.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Scheme in accordance with the SEBI (SBEB&SE) Regulations, 2021.
During the year, the Company granted ESOPs to the eligible employees of the Company, in accordance with the respective Scheme and as approved by the Nomination and Remuneration Committee.
The details of the ESOPs granted and outstanding as on March 31, 2024 along with other particulars as required by Regulation 14 of the SEBI (SBEB&SE) Regulations, 2021 is available on the website of the Company at https://www. cupidlimited.com/wp-content/uploads/2024/08/ESOP-Website-Disclosure 2023-24.pdf
The certificate from the Secretarial Auditor, as required under Regulation 13 of the SEBI (SBEB&SE) Regulations 2021, stating that the ESOP Scheme have been implemented in accordance with the SEBI (SBEB&SE) Regulations, 2021 would be available for inspection by the Members during the Annual General Meeting ("AGM").
RISK MANAGEMENT
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. During the year a risk analysis and assessment was conducted and no major risks were noticed.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to them, which inter alia explains the role, function, duties and responsibilities expected of them as a Director of the Company. The Director is also explained in detail the Compliance required from him / her under the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.
Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Aditya Kumar Halwasiya, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following are the Key Managerial Personnel of the company:
|
Mr. Aditya Kumar Halwasiya: - |
Managing Director |
|
Mr. Saurabh V. Karmase: - |
Company Secretary and Compliance Officer |
|
Mr. Narendra M. Joshi: - |
Chief Financial Officer |
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
Company is falling under top 1000 listed entities on the basis of market capitalisation as on 31st March, 2024 and hence pursuant to the provisions of regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Business Responsibility and Sustainability Report ("BRSR") is provided in a separate section and forms an integral part of this Report.
BOARD MEETINGS
During the year under review, the Company has conducted 7 Board Meetings on the following dates: 27th May, 2023; 31st July, 2023; 20th October, 2023, 26th October, 2023, 8th November, 2023, 23rd January, 2024 and 14th March, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
STATUTORY AUDITORS
M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors of the company at 29th Annual General Meeting which was held on 28th September, 2022 to hold the office as Statutory Auditor from the conclusion of 29th Annual General Meeting till conclusion of 34th Annual General Meeting of the company.
SECRETARIAL AUDIT
As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report as obtained from Mr. Shailesh Kachalia, Practising Company Secretary is annexed as "annexure 1" and forms part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There are no qualifications contained in the Auditors Report and Secretarial Audit Report contains the following observation:
"The company has complied with all the applicable provisions and circulars / guidelines except regulation 295(1) of Chapter XI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 regarding implementation of bonus issue within two months from the date of the meeting of its board of directors wherein the decision to announce the bonus issue was taken subject to shareholder''s approval."
Management Response on observation - The company has made the payment of fine imposed by BSE and NSE under the
Standard Operating Procedures issued by SEBI for the above mentioned non-compliance.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company''s website www. cupidlimited.com.
MATERIAL CHANGES AND COMMITMENTS
During the year, the management of the company was changed pursuant to the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to sale of stake by existing promoter and promoter group. Further, all the erstwhile board members were resigned and new board members were appointed. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / courts / Tribunals that would impact the going concern status of the Company and its future operations.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company took all necessary measures to ensure a harassment free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual harassment were received during the year.
CORPORATE GOVERNANCE
As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on ''Report on Corporate Governance'' practices followed by the Company, together with a certificate from the Secretarial Auditors of the Company confirming compliances forms integral part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;
c. that 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. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
A) Conservation of Energy:-
i. The Company has taken all effective steps to conserve the energy by installing latest equipment''s for conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company has installed generator set.
ii. The cumulative effect of the Energy conservations steps taken by the Company has considerably reduced the consumption of Energy and saved the cost.
iii. The Company has installed Solar in its manufacturing facility for Energy conservation.
iv. The Company is not required to mention per unit consumption of Energy in "form A".
B & C) Technology Absorption and Expenditure on Research & Development:-
The Company has deployed indigenous technology to manufacture its 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 EARNINGS AND OUTGO
The Company has earned foreign exchange of '' 14,558.81 Lacs (Previous year '' 14,626.32 Lacs) through exports, whereas the Company paid / payable foreign exchange of '' 91.96 Lacs (Previous Year '' NIL) towards machinery / equipments. Further payments made in foreign exchange of '' 1099.21 Lacs (Previous Year '' 529.40 Lacs) towards other expenses.
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under review forms part of the Report on Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee which is chaired by Mr. Kuldeep Halwasiya, Executive Director of the Company, the other members of the committee are Mr. Aditya Kumar Halwasiya, Managing Director and Mr. Rajinder Singh Loona, Independent Director. Your Company also has in place a CSR policy and the same is available on the website of the Company at https://www. cupidlimited.com/wp-content/uploads/2020/07/05 001 CG 01CSR-Policy.pdf. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 is attached as "Annexure 2" forming part of this report.
AUDIT COMMITTEE
The Audit Committee now headed by Mr. Thallapaka Venkateswara Rao as Chairman of the committee. Mrs. Rajni Mishra and Mr. Rajinder Singh Loona are Members. The details of all related party transactions, if any, are placed periodically before the Audit Committee. During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is headed by Mrs. Rajni Mishra as Chairperson of the committee. Mr. Thallapaka Venkateswara Rao and Mr. Rajinder Singh Loona are the members of committee. During the year, there were no instances where the Board had not accepted the recommendations of the Nomination and Remuneration Committee.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is headed by Mr. Rajinder Singh Loona as Chairman of the committee. Mr. Kuldeep Halwasiya and Mr. Aditya Kumar Halwasiya are the members of committee. During the year, there were no instances where the Board had not accepted the recommendations of the Stakeholder Relationship Committee.
RISK MANAGEMENT COMMITTEE
Pursuant to regulation 21 of SEBI (LODR) Regulations, 2015, formation of Risk Management Committee is applicable to top 1000 listed entities on the basis of market capitalization as on 31st March of each financial year. Accordingly, company is falling under top 1000 listed entities on the basis of market capitalisation as on 31st March, 2024 and hence company has formed the Risk Management Committee which is headed by Mr. Kuldeep Halwasiya as Chairman of the committee. Mr. Aditya Kumar Halwasiya and Mr. Thallapaka Venkateswara Rao are Members.
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects of the company and active participation on the board. The Directors express their satisfaction with the evaluation process.
Further, the company have constituted Performance Evaluation Policy to evaluate the performance of Independent Directors and the said policy is available on the website of the company at https://www.cupidlimited.com/wp-content/uploads/2020/07/ Performance Evaluation.pdf
REMUNERATION OF DIRECTORS
Pecuniary Relationship or Transactions with the NonExecutive Directors:
There was no any pecuniary relationship or transaction took place between the company and its non-executive directors.
Criteria of making payments to non-executive directors:
Company is paying the sitting fees as decided by the board for attending the board meetings and various committee meetings to all the non-executive directors. Further, Company reimburses out of pocket expenses incurred by all the nonexecutive directors of the Company in connection with various affairs of the company.
PARTICULARS OF EMPLOYEE
The disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure 3".
A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''4'' and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.
HUMAN RESOURCESAND INDUSTRIALRELATIONS
The Company takes pride in the competence, dedication and commitment of its employees in all sectors of the business. The Company has a structured training and management development programs to upgrade skills of employees of the company. Objective appraisal systems are in place for senior management staff.
The Company is committed to enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Human Resource function and is an essential pillar to support the organization''s growth and its sustainability in the long run.
The company is strongly giving emphasis on maintaining its current industrial relations and developing the new ones.
COST AUDITORS
As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the appointment of cost auditor and cost audit for the year 2024-25. The company is properly maintaining its cost record internally.
SUBSIDIARY /JOINT VENTURE/ ASSOCIATE COMPANIES
Company doesn''t have any Subsidiaries or Joint Ventures or Associate companies as on March 31, 2024 as defined under the Companies Act, 2013 and hence providing the information in the prescribed Form AOC-1 is not applicable to the Company.
CAUTIONARY STATEMENT
Statements in this Directors'' Report and Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions
may be ''forward-looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company''s operations include raw material availability and its prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.
APPRECIATION
Your Directors would like to express their grateful appreciation for the contribution made by the employees at all levels. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them. Your Directors also wish to thank its customers, dealers, agents,
suppliers and bankers for their continued support and faith reposed in the Company.
For and on behalf of the Board of Directors
Kuldeep Halwasiya
Chairman Din No.: 00284972
CIN No. : L25193MH1993PLC070846 REGISTERED OFFICE
A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,
Maharashtra- 422113
Place: Mumbai Date: 5th August, 2024
Mar 31, 2023
DIRECTORSâ REPORT
To,
The Members,
The Board of Directors is pleased to present herewith the 30th Annual Report of your Company together with the
Audited financial statements for the year ended 31st March, 2023. The Management Discussion and Analysis has been
annexed to the Directors Report.
The highlights of financial results of the company are as follows: -
|
Particulars |
For the financial |
For the financial |
|
year 2023 (FY23) |
year 2022 (FY22) |
|
|
Operating Revenues |
15,932.72 |
13,273.46 |
|
Profit before Depreciation & Amortization, Finance charges |
3,379.18 |
1,742.77 |
|
Depreciation & Amortization |
296.93 |
264.61 |
|
Finance Charges |
78.82 |
13.45 |
|
Profit / (Loss) before tax |
4,231.90 |
2,452.10 |
|
Provision for taxation (incl. deferred tax) |
1,073.62 |
724.16 |
|
Profit / (Loss) after tax |
3,158.28 |
1,727.94 |
During the year under review, operating revenues stood at Rs. 15,932.72 lacs in FY23 compared to Rs. 13,273.46 lacs
in FY22. EBITDA margins increased to 25.93% in FY23 against 17.32% in FY22. Out of the total operating revenues,
the Male Condoms contributed about 75% in value terms as against 16% for the Female Condoms and Water Based
Lubricant Jelly contributed 9%.
At the net profit level, we closed this financial year with a net profit of Rs. 3,158.28 lacs as against Rs. 1,727.94 lacs in
the previous year.
Your Board of Directorsâ had declared 1st interim dividend of Rs. 2 (i. e. 20%) per equity share at their meeting held on
14th November, 2022. Further, Board also recommended final dividend of Rs. 3.00 (i.e. 30%) per equity share for FY
2022-23 at their meeting held on 27th May, 2023 which is subject to approval of shareholders in the ensuing AGM.
Hence, during the year, the Company will pay a total dividend of Rs. 5.00 (i.e. 50%) per equity share if the final dividend
will approve by shareholders.
The whole of profit after tax has been transferred to Profit & Loss account. Interim Dividend is paid and Final Dividend
provision is adjusted in the Profit & Loss account. There is no other amount that has been proposed to be carried to any
other reserves.
The Company manufactures Male and Female Rubber Contraceptives, Lubricant Jelly and In Vitro Diagnostic Devices
(IVD). There is no any change in the business carried on by the company during the year under review.
The paid up Equity Share Capital as at 31st March, 2023 is Rs. 1,333.80 Lac (Thirteen Crores Thirty Three Lacs and
Eighty Thousand Only). During the year under review, the Company has not issued shares with differential voting
rights. Company has granted 2,09,500 stock options under Cupid Limited Employee Stock Option Plan - 2022 (Cupid
Limited ESOP - 2022) during the year. As on 31st March 2023, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.
Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 and
the Indian Accounting Standard (IND AS). The financial statements have been prepared on historical cost basis. The
estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and
fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and
Cash Flows for the year ended 31st March, 2023. There is no audit qualification in financial statements by the statutory
auditors for the year under review.
LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to Financial Statements.
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.
During the year under review, the Company has not entered into any contracts or arrangements with related parties
referred to in Section 188 of the Companies Act, 2013 and providing the information in the prescribed Form AOC-2 are
not applicable to the Company. There are no transactions with related parties except those indicated in notes to
accounts.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict
confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for
a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.
The Whistle Blower Policy has been posted on website of the Company at below link: -
https://www.cupidlimited.com/wp-content/uploads/2020/07/05_002_CG_Whistlerblower.pdf
DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME
Pursuant to the resolutions passed by members of the Company at the Annual General Meeting held on 28th
September, 2022, your Board of Directors report that during the period under review the âCupid Limited - Employee
Stock Option Scheme 2022â has been implemented and the Board has been authorised to create, issue, offer, grant
and allot / allocate 2,50,000 stock options (âthe Stock Optionsâ) to the eligible employees of the company.
The Employee Stock Options (âESOPsâ) granted to the employees of the Company currently operate under the Cupid
Limited - Employee Stock Option Scheme 2022 (ESOP - 2022).
The aforesaid Scheme complied with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(âSEBI (SBEB&SE) Regulations, 2021â), to the extent applicable.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and
monitors the Scheme in accordance with the SEBI (SBEB&SE) Regulations, 2021.
During the year, the Company granted ESOPs to the eligible employees of the Company, in accordance with the
respective Scheme and as approved by the Nomination and Remuneration Committee.
The details of the ESOPs granted and outstanding as on March 31,2023 along with other particulars as required by
Regulation 14 of the SEBI (SBEB&SE) Regulations, 2021 is available on the website of the Company at
https://www.cupidlimited.com/wp-content/uploads/2023/08/ESOP-Disclosure.pdf
The certificate from the Secretarial Auditor, as required under Regulation 13 of the SEBI (SBEB&SE) Regulations
2021, stating that the ESOP Scheme have been implemented in accordance with the SEBI (SBEB&SE) Regulations,
2021 would be available for inspection by the Members during the Annual General Meeting (âAGMâ).
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk
management process designed to identify the key risks facing business. During the year a risk analysis and
assessment was conducted and no major risks were noticed.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and other Committees. The same is found to be satisfactory.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to them, which inter alia explains the role,
function, duties and responsibilities expected of them as a Director of the Company. The Director is also explained in
detail the Compliance required from him under the Companies Act, 2013, Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation
taken with respect to the same.
Further, the Company has put in place a system to familiarize the Independent Directors about the Company, its
products, business and the on-going events relating to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs.
Veena Garg, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and
being eligible offers herself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following are the Key Managerial Personnel of the company:
Mr. Omprakash Garg: - Chairman and Managing Director
Mr. Saurabh V. Karmase: - Company Secretary and Compliance Officer
Mr. Narendra M. Joshi: - Chief Financial Officer
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral
part of this Report.
During the year under review, the Company has conducted 4 Board Meetings on the following dates: 30th May, 2022;
9th August, 2022; 14th November, 2022 and 30th January, 2023. The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are
provided in the Corporate Governance Report.
M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors of the company
at 29th Annual General Meeting which was held on 28th September, 2022 to hold the office as Statutory Auditor from
the conclusion of 29th Annual General Meeting till conclusion of 34th Annual General Meeting of the company.
As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report as obtained from Mr. Shailesh
Kachalia, Practising Company Secretary is annexed as âannexure 1â and forms part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There are no qualifications contained in the Auditors Report and Secretarial Audit Report.
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companyâs website
www.cupidlimited.com.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / courts / Tribunals that would impact the going
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy
requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental
regulations and preservation of natural resources.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company took all necessary measures to ensure a harassment free workplace and has instituted an Internal
Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual
harassment were received during the year.
As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a separate section on âReport on Corporate Governanceâ practices followed by the Company, together with a certificate
from the Secretarial Auditors of the Company confirming compliances forms integral part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company
for the year ended on that date;
c. that 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. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
A) Conservation of Energy:-
i. The Company has taken all effective steps to conserve the energy by installing latest equipmentâs for
conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company has
installed generator set.
ii. The cumulative effect of the Energy conservation steps taken by the Company has considerably reduced
the consumption of Energy and saved the cost.
iii. The Company has installed Solar in its manufacturing facility for Energy conservation.
iv. The Company is not required to mention per unit consumption of Energy in âform Aâ.
B & C) Technology Absorption and Expenditure on Research & Development:-
The Company has deployed indigenous technology to manufacture its 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 EARNINGS AND OUTGO
The Company has earned foreign exchange of Rs. 14,626.32 Lacs (Previous year Rs. 11,017.58 Lacs) through
exports, whereas the Company paid / payable foreign exchange of Rs. NIL (Previous Year Rs. NIL) towards machinery
/ equipments. Further payments made in foreign exchange of Rs. 529.40 Lacs (Previous Year Rs. 1,266.67 Lacs)
towards other expenses.
INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)
A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under
review forms part of the Report on Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social
Responsibility (âCSRâ) Committee which is chaired by Mr. Jandhyala L. Sharma, Independent Director of the
Company, the other members of the committee are Mr. Omprakash Garg, Chairman and Managing Director and Ms.
Nalini Mishra, Independent Director. Your Company also has in place a CSR policy and the same is available on the
website of the Company at https://www.cupidlimited.com/wp-content/uploads/2020/07/05_001_CG_01CSR-
Policy.pdf. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
attached as âAnnexure 2â forming part of this report.
The Audit Committee now headed by Mr. Sunil Sureka as Chairman of the committee. Mr. Omprakash Garg, Mr.
Jandhyala L. Sharma and Ms. Nalini Mishra are Members. The details of all related party transactions, if any, are
placed periodically before the Audit Committee. During the year, there were no instances where the Board had not
accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is headed by Mr. Jandhyala L. Sharma as Chairman of the committee.
Ms. Nalini Mishra and Mrs. Veena Garg are the members of committee. During the year, there were no instances where
the Board had not accepted the recommendations of the Nomination and Remuneration Committee.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is headed by Ms. Nalini Mishra as Chairperson of the committee. Mr.
Omprakash Garg and Mrs. Veena Garg are the members of committee. During the year, there were no instances where
the Board had not accepted the recommendations of the Stakeholder Relationship Committee.
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent
Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects
of the company and active participation on the board. The Directors express their satisfaction with the evaluation
process.
Further, the company have constituted Performance Evaluation Policy to evaluate the performance of Independent
Directors and the said policy is available on the website of the company at https://www.cupidlimited.com/wp-
content/uploads/2020/07/Performance_Evaluation.pdf
Pecuniary Relationship or Transactions with the Non-Executive Directors:
There was no any pecuniary relationship or transaction took place between the company and its non-executive
directors.
Criteria of making payments to non-executive directors:
Company is paying the sitting fees as decided by the board for attending the board meetings and various committee
meetings and profit related commission as approved by the shareholders to all the non-executive directors. Further,
Company reimburses out of pocket expenses incurred by all the non-executive directors of the Company in connection
with various affairs of the company.
The disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure 3â.
A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure â4â and forms an
integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of
the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is
also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the competence, dedication and commitment of its employees in all sectors of the
business. The Company has a structured training and management development programs to upgrade skills of
employees of the company. Objective appraisal systems are in place for senior management staff.
The Company is committed to enhancing and retaining its top talent through superior learning and organizational
development. This is a part of our Human Resource function and is an essential pillar to support the organizationâs
growth and its sustainability in the long run.
The company is strongly giving emphasis on maintaining its current industrial relations and developing the new ones.
COST AUDITORS
As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of
Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the
appointment of cost auditor and cost audit for the year 2023-24. The company is properly maintaining its cost record
internally.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Company doesnât have any Subsidiaries or Joint Ventures or Associate companies as on March 31,2023 as defined
under the Companies Act, 2013 and hence providing the information in the prescribed Form AOC-1 is not applicable to
Statements in this Directorsâ Report and Management Discussion and Analysis Report describing the Companyâs
objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning
of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Companyâs operations include raw material availability and its
prices, cyclical demand and pricing in the Companyâs principal markets, changes in Government regulations, Tax
regimes, economic developments within India and other ancillary factors.
Your Directors would like to express their grateful appreciation for the contribution made by the employees at all levels.
Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.
Your Directors also wish to thank its customers, dealers, agents, suppliers and bankers for their continued support and
faith reposed in the Company.
For and on behalf of the Board of Directors
SD/-
Omprakash Garg
Chairman & Managing Director
Din No: 00140756
CIN No. : L25193MH1993PLC070846
REGISTERED OFFICE
A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,
Maharashtra- 422113
Place: Nashik
Date : 31st July, 2023
Mar 31, 2018
To,
The Members,
The Board of Directors is pleased to present herewith the 25th Annual Report of your Company together with the Audited financial statements for the year ended 31st March, 2018. The Management Discussion and Analysis has been annexed to the Directors Report.
FINANCIAL RESULTS
The highlights of financial results of the company are as follows: -
|
(Rs. In lacs) |
||
|
Particulars |
For the financial year 2018(FY18) |
For the financial year 2017(FY17) |
|
Operating Revenues / Turnover |
8178.21 |
8443.89 |
|
Profit before Depreciation & Amortization, Finance charges |
2832.81 |
3463.21 |
|
Depreciation & Amortization |
217.85 |
209.80 |
|
Finance Charges |
5.72 |
11.68 |
|
Profit / (Loss) before tax |
2609.24 |
3241.73 |
|
Provision for taxation (incl. deferred tax) |
900.22 |
1186.88 |
|
Profit / (Loss) after tax |
1709.02 |
2054.85 |
During the period under review, the Company registered an operating revenues from Rs. 8,443.89 lacs in FY17 to Rs. 8,178.21 lacs in FY18. The revenue was impacted by the political upheaval in South Africa which resulted in a drastic cut back in the health departmentâs budget. This was compounded by the shifting of dispatches of the Government of India order for male condoms from the fourth quarter. The decline in revenue along with an unfavourable product mix between male and female condoms impacted the margins and hence the profitability at the net level. In the total operating revenues, the male condoms contributed about 47% in value terms as against 49% for the female condoms and the newly launched water based lubricant jelly contributed around 4% as well.
From the margins standpoint, our EBITDA margins stood at 35% in FY18, however on absolute basis, the margins decreased at 18% from Rs. 3,463.21 lac in FY17 to Rs. 2832.81 lac in FY18. At the net profit level, we closed this financial year with a net profit of Rs. 1709.02 lac as against Rs. 2,054.85 lac in the previous year which is a decrease of 17%.
DIVIDEND
Your Board of Directorsâ had declared 1st interim dividend of Rs. 2 (i. e. 20%) per equity share at their meeting held on 8th November, 2017. Further, Board also recommended final dividend of Rs. 2 (i.e. 20%) per equity share and special dividend of Rs. 0.50 (i.e. 5%) per equity share for FY 2017-18 at their meeting held on 14th May, 2018 which is subject to approval of shareholders in the ensuing AGM. Hence, during the year, the Company will pay a total dividend of Rs. 4.50 (i.e. 45%) per equity share if the final and special dividend will approved by shareholders.
RESERVES
The whole of profit after tax has been transferred to Profit & Loss account. Interim Dividends are paid and Final and Special Dividend provision along with Dividend Distribution Taxes are adjusted in the Profit & Loss account. There is no other amount that has been proposed to be carried to any other reserves.
CHANGE IN NATURE OF BUSINESS
The Company manufactures Male and Female Rubber Contraceptives & Lubricant Jelly. There is no any change in the business carried on by the Company during the year under review.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2018 is Rs. 1,111.50 Lac (Eleven Crores Eleven Lacs and Fifty Thousand Only). During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options as sweat equity. As on 31st March 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliances with the requirements of the Companies Act, 2013 and the Indian Accounting Standard (IND AS). The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and Cash Flows for the year ended 31st March, 2018. There is no audit qualification in financial statements by the statutory auditors for the year under review.
LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
DEPOSITS
The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.
RELATED PARTY TRANSACTIONS
The Company has not entered into any contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013 and providing the information in the prescribed Form AOC-2 are not applicable to the Company. There are no transactions with related parties except those indicated in notes to accounts.
INTERNAL CONTROL SYSTEMS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.
The Whistle Blower Policy has been posted on website of the Company at below link:-
http://www.cupidlimited.com/wp-content/uploads/2017/04/05_002_CG_Whistlerblower.pdf
RISK MANAGEMENT
There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. During the year a risk analysis and assessment was conducted and no major risks were noticed.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.
Further the Company has put in place a system to familiarize the Independent Directors about the Company, its products, business and the on-going events relating to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Omprakash Garg and Mrs. Veena Garg, Directors of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers themselves for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following are the Key Managerial Personnel of the company:
Mr. Omprakash Garg: - Chairman and Managing Director
Mr. Saurabh V. Karmase: - Company Secretary and Compliance Officer
Mr. Narendra M. Joshi: - Chief Financial Officer
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.
BOARD MEETINGS
During the year under review, the Company has conducted 4 Board Meetings on the following dates: 23rd May, 2017; 20th July, 2017; 8th November, 2017 and 6th February, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
STATUTORY AUDITORS
M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai was appointed as Statutory Auditors of the company at 24th Annual General Meeting which was held on 7th September, 2017 to hold the office as Statutory Auditor from the conclusion of 24th Annual General Meeting till conclusion of 29th Annual General Meeting of the company subject to ratification by the members of the company at every Annual General Meeting. M/s. Chaturvedi Sohan & Co. is willing to act as a Statutory Auditor of the company for the financial year 2018-19. The company has received a written consent from them vide letter dated 14th May, 2018 for their reappointment and also confirmation from the said auditors that they are not disqualified to act as the auditors and are eligible to hold the office as Statutory Auditors of the company.
Further, as per the Companies (Amendment) Act, 2017, the provision of ratification by the members at every Annual General Meeting has been deleted w.e.f. 7th May, 2018. Accordingly there is no need to ratify their appointment in the ensuing Annual General Meeting of the company.
SECRETARIAL AUDIT
As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report as obtained from Mr. Shailesh Kachalia, Practising Company Secretary is annexed as âannexure 1â and forms part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There are no qualifications contained in the Auditors Report and Secretarial Audit Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT-9, as provided under Section 92 of the Companies Act, 2013, is annexed as âannexure 2â and forms part of the Board Report.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / courts / Tribunals that would impact the going concern status of the Company and its future operations.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company took all necessary measures to ensure a harassment free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual harassment were received during the year.
CORPORATE GOVERNANCE
As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on âReport on Corporate Governanceâ practices followed by the Company, together with a certificate from the Auditorsâ of the Company confirming compliances forms integral part of this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that date;
c. that 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. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION
A) Conservation of Energy:-
i. The Company has taken all effective steps to conserve the energy by installing latest equipmentâs for conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company has installed generator set.
ii. The cumulative effect of the Energy conversations steps taken by the Company has considerably reduced the consumption of Energy and saved the cost.
iii. The Company is not required to mention per unit consumption of Energy in âform Aâ. B & C) Technology Absorption and Expenditure on Research & Development:-
The Company has deployed indigenous technology to manufacture its 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 EARNINGS AND OUTGO
The Company has earned foreign exchange of Rs. 3476.70 Lacs (Previous year Rs. 6629.46 Lacs) through exports, whereas the Company paid / payable foreign exchange of ''85.31Lacs (Previous Year Rs. 166.24 Lacs) towards machinery / equipmentâs. Further payments made in foreign exchange of Rs. 49.67 Lacs (Previous Year Rs. 151.73 Lacs) towards other expenses.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (âCSRâ) Committee which is chaired by Mr. Pradeep Kumar Jain, Independent Director of the Company, the other members of the committee are Mr. Omprakash Garg, Chairman and Managing Director and Mr. Jandhyala L. Sharma, Independent Director. Your Company also has in place a CSR policy and the same is available on the website of the Company at http://www.cupidlimited.com/wp-content/uploads/2017/04/05_001_CG_01CSR-Policy.pdf. A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as âAnnexure 3â forming part of this report.
AUDIT COMMITTEE
The Audit Committee now headed by Shri. Pradeep Kumar Jain as Chairman of the committee. Shri. Omprakash Garg and Shri. Jandhyala L. Sharma are Members. The details of all related party transactions, if any, are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is headed by Shri. Pradeep Kumar Jain as Chairman of the committee. Shri. Jandhyala L. Sharma and Mrs. Veena Garg are the members of committee. During the year there were no instances where the Board had not accepted the recommendations of the Nomination and Remuneration Committee.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is headed by Shri. Pradeep Kumar Jain as Chairman of the committee. Mr. Omprakash Garg and Mrs. Veena Garg are the members of committee. During the year there were no instances where the Board had not accepted the recommendations of the Stakeholder Relationship Committee.
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects of the company and active participation on the board. The Directors express their satisfaction with the evaluation process.
Further, the company have constituted Performance Evaluation Policy to evaluate the performance of Independent Directors and the said policy is available on the website of the company at http://www.cupidlimited.com/wp-content/uploads/2017/04/ Performance_Evaluation.pdf
REMUNERATION OF DIRECTORS
Pecuniary Relationship or Transactions with the Non-Executive Directors:
There was no any pecuniary relationship or transaction took place between the company and its non-executive directors. Criteria of making payments to non-executive directors:
Company is paying the sitting fees to all the non-executive directors as decided by the board for attending the board meetings and various committee meetings. Further, Company reimburses out of pocket expenses incurred by all the non-executive directors of the Company in connection with various affairs of the company.
PARTICULARS OF EMPLOYEE
The disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure 4â.
The statement of particulars of employees pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report and attached as âAnnexure 5â.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the competence, dedication and commitment of its employees in all sectors of the business. The Company has a structured training and management development programs to upgrade skills of employees of the company. Objective appraisal systems are in place for senior management staff.
The Company is committed to enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Human Resource function and is an essential pillar to support the organizationâs growth and its sustainability in the long run.
The company is strongly giving emphasis on maintaining its current industrial relations and developing the new ones.
COST AUDITORS
As per the Companies (cost records and audit) Rules, 2014 and the amendments made thereof notified by Ministry of Corporate Affairs, cost audit is not applicable to the company. Therefore the board did not proceed with the appointment of cost auditor and cost audit for the year 2018-19. The company is properly maintaining its cost record internally.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Company doesnât have any Subsidiaries or Joint Ventures or Associate companies as on the report date as defined under the Companies Act, 2013 and hence providing the information in the prescribed Form AOC-1 is not applicable to the Company.
CAUTIONARY STATEMENT
Except for the historical information contained herein, statements in this report and the subsequent discussions, which include words or phrases such as âwillâ, âaimâ, âwill likely resultâ, âwouldâ, âbelieveâ, âmayâ, âexpectâ, âwill continueâ, âanticipateâ, âestimateâ, âintendâ, âplanâ, âcontemplateâ, seek toâ, âfutureâ, âobjectiveâ, âgoalâ, âlikelyâ, âprojectâ, âshouldâ, âpotentialâ, âwill pursueâ, and similar expressions of such expressions may constitute âforward-looking statementsâ, These forward looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could make a difference to the Companyâs 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 of which the Company has business contacts and other factors such as litigation and industrial relations.
These risks and uncertainties include, but are not limited to our ability to successfully implement Companyâs strategy, growth and expansion plans, obtain regulatory approvals, provisioning policies, technological changes, investment and business income, cash flow projections, exposure to market risks as well as other hazards. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date thereof.
APPRECIATION
Your Directors would like to express their grateful appreciation for the contribution made by the employees at all levels. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them. Your Directors also wish to thank its customers, dealers, agents, suppliers and bankers for their continued support and faith reposed in the Company.
For and on behalf of the Board of Directors
CIN No. : L25193MH1993PLC070846
Website: www.cupidlimited.com
Email: cs@cupidlimited.com Ompraksh Garg
Chairman & Managing Director
REGISTERED OFFICE DIN:00140756
A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik,
Maharashtra- 422113
Place: Mumbai
Date: 24th August, 2018
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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