Dear Shareholders,
Your directors hereby present the 39th Annual Report on the
business and operations of Cupid Breweries and Distilleries Limited (“the
Company”) (Formerly known as Cupid Trades and Finance Limited) together with the
Audited statements of Accounts for the financial year ended on 31st March 2025.
1. Financial Results/Financial highlights
| Particulars |
2024-25 |
2023-24 |
| Revenue from Operations |
57,60,995 |
- |
| Other Income |
30,57,678 |
96,54,558 |
| Total Revenue |
88,18,673 |
96,54,558 |
| Total Expenditure |
1,38,47,866 |
1,05,19,921 |
| Profit Before Depreciation, exceptional items and Tax |
-49,83,463 |
-8,44,509 |
| Less: Depreciation and amortization expense |
45,730 |
20,853 |
| Profit before exceptional items and Tax |
-50,29,193 |
-8,65,362 |
| Profit before tax |
-50,29,193 |
-8,65,362 |
| Less: provision for Tax |
- |
-22,680 |
| Profit after Tax |
-50,29,193 |
-8,88,042 |
| Profit for the period carried to the balance sheet |
-50,29,193 |
-8,88,042 |
| Add: Balance Brought forward from previous year |
- |
- |
| Less: Equity/preference Dividend paid for previous year |
- |
- |
| Adj: Gain on re-measurement of defined benefit plans |
- |
- |
| Balance available for disposal |
- |
- |
| Balance carried to Balance Sheet |
-50,29,193 |
-8,88,042 |
2. Overview of Company Operations and Performance i. Company Overview:
After the Revocation of suspension from trading in the securities, the
Company has been relisted on BSE Limited on December 03, 2024 and now the Company is
focused on expanding its brewing and distillery business across India and on at a global
level to mark its footprint across the globe. Below are the key highlights of the
Company's operations and Management initiatives.
ii. Strategic Initiatives and Achievements
a. Change in the object of the Company
As part of the revival strategy, the new management has revised the
main object of the Company. The primary business activity of the Company has been shifted
from trading and financial services to the brewing industry, aligning it with the
Company's renewed focus and future growth plans.
b. Change of name of the Company
To reflect the change in business activity and ensure alignment with
its core operations, the name of the Company has been changed from Cupid Trades &
Finance Limited to Cupid Breweries and Distilleries Limited. c. Revocation of BSE
Suspension order
In alignment with the objective to revive the Company, the management
had submitted a comprehensive revival plan to the Executive Committee of BSE. After a
detailed review of the submissions made before the Forensic Auditor and BSE, BSE, vide its
notice dated November 28, 2024, approved the revocation of suspension in the trading of
the Company's securities with effect from December 03, 2024.
d. Business updates:
i. Crochet Industries Limited
The Company, in its Extraordinary General Meeting held on March 04,
2025, approved the acquisition of Crochet Industries Private Limited (CIPL) for
consideration other than cash, i.e., through a swap of equity shares by acquiring up to
100% and forming a wholly owned subsidiary. However, in the Board Meeting held on April
11, 2025, the Company have acquired 97.83% stake in CIPL through a swap of equity shares,
thus making it a Subsidiary of the Company.
With the acquisition of CIPL and conversion of the unsecured loan of
Erramilli Venkatachalam Prasad, Rodrigues Bhagvandas Lily, and Samavedam Sri Venkata
Rajeswara Rao into 10,10,591 equity shares, Mr. Erramilli Venkatachalam Prasad and Dr.
Lily Bhagvandas Rodrigues have acquired more than 26% of equity shares and voting rights
of the Company, triggering the open offer.
ii. Investment in Martin Judds Microbreweries Private Limited
The Company, at its Board Meeting held on February 07, 2025, approved
the acquisition of approximately 10.72% equity stake in Martin Judds Microbreweries
Private Limited (“MJMPL”) through equity investment.
This strategic acquisition of shares in MJMPL engaged in the same line
of business is aimed at supporting the Company's ongoing business expansion and growth
initiatives.
In the Board Meeting held on June 18, 2025, as a part of the execution
of the adopted Business Plan, the Board decided to acquire the assets of MJMPL to have its
own license.
3. DIVIDEND:
The Company has not declared any dividend during the year under review.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves during the year
under review.
5. SHARE CAPITAL:
The Company, in its Extraordinary General Meeting held on March 04,
2025, increased the authorized share capital from Rs. 1,00,00,000 divided into 10,00,000
equity shares of face value of Rs. 10/- each to Rs. 63,00,00,000 divided into 6,30,00,000
Equity shares of face value of Rs. 10/- each.
As on April 11, 2025, the issued, subscribed, and paid-up equity share
capital of the Company was Rs. 51,98,30,020/- (Rupees Fifty-One Crore Ninety-Eight Lacs
Thirty Thousand and Twenty Only) divided into 5,19,83,002 (Five Crore Nineteen Lac
Eighty-Three Thousand and Two Only) equity shares of face value of Rs. 10/- each. During
the year under review, the Company has allotted 5,10,23,002 equity shares to Promoter and
Non-Promoter on a preferential basis pursuant to conversion of unsecured loan into equity
shares and swapping of equity shares with the shareholders of Crochet Industries Private
Limited.
Further, the Company has neither bought back any of its securities nor
issued any sweat equity shares or bonus shares nor provided any stock options to its
employees during the year under review.
6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
During the year under review, the Company did not have any
Subsidiaries, Joint Ventures, or Associate Companies. However as on the date of signing of
this Report, the Company has one material subsidiary, i.e., Crochet Industries Private
Limited.
Further the Company had set up a wholly owned subsidiary in Uzbekistan;
however due to its negative net worth, the Capital infusion could not be undertaken.
Form AOC-1 as required under Section 129(3) is attached as Annexure II.
7. DEPOSIT:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 of the Companies Act, 2013 (the Act) and the Companies
(Acceptance of Deposits) Rules, 2014.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Company has made investment and paid advances which are disclosed in
notes to account, forming part of the Financial Statement for the year ended March 31,
2025.
9. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL
MEETINGS:
During the year under review, the Company has complied with the
Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India
applicable for Board Meetings and General Meetings, respectively, except in a few cases
where Secretarial Standard 1 has not been complied with.
10. RELATED PARTY TRANSACTIONS:
The Company has adequate policies and procedures for the identification
and monitoring of Related Party Transactions. All the transactions entered into with the
Related Parties during the year under review were on an arm's length basis and were
in the ordinary course of business. The Company has presented all Related Party
Transactions before the Audit Committee and Board, specifying the nature, value, and terms
and conditions of the transaction.
There have been no materially significant related party transactions
with the Company's Promoters, Directors, and others as defined in Section 2(76) of
the Act, which may have a potential conflict of interest with the Company at large.
Disclosure in Form AOC-2 is annexed herewith as “Annexure III”. Your attention
is drawn to the related party disclosure made in the notes contained under the financial
statements for the year ended March 31, 2025 of the Company.
The Company has framed a Policy on the Materiality of Related Party
Transactions and on dealing with Related Party Transactions in accordance with the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and the Act as amended from time to time. The Policy intends to ensure
that proper reporting, approval and disclosure processes are in place for all transactions
between the Company and the Related Parties. The policy is available on the website of the
Company at www.cupidalcobev.com.
11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
The Board of Directors of the Company in their Board Meeting held on
April 11, 2025, acquired 4,40,25,010 equity shares of Crochet Industries Private Limited
through share swap.
12. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS, OR
TRIBUNALS IMPACTING THE GOING CONCERN AND THE COMPANY'S
OPERATIONS:
a. The Company had made a Compounding application before the Regional
Director, Western Region, Mumbai, for the delay in conducting the Annual General Meeting
of the Company for the FY 2022-23. The Regional Director, vide its final order dated
February 12, 2025, imposed compounding fees of Rs. 1,00,000 on the Company and Rs. 75,000
each on Mr. Erramilli Venkatachalam Prasad, Managing Director, and Mr. Samavedam Sri
Venkata Rajeswara Rao, Non-Executive Director of the Company. The Company and the
Directors paid the Compounding fees within time, and the matter now stands closed.
b. In order to revive the Company, the new management presented in
detailed future business plan of the Company before the Committee of BSE. The BSE had
appointed a Forensic Auditor and, after reviewing the detailed report submitted by the
Forensic Auditor and all the documents, supporting and explanation given by the Company,
the BSE vide its order dated November 28, 2024, revoked the suspension from trading in the
securities of the Company and the securities of the Company were relisted on BSE Limited
w.e.f. December 03, 2024.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
DIRECTORS:
In accordance with the provisions of the Act, the following changes
have taken place in the composition of the Directors during the year under review:
1. Mr. Erramilli Rishab was appointed as an Additional Non-Executive
Director w.e.f. June 28, 2024, and was regularized as a Non-Executive Director in the 38th
Annual General Meeting of the Company held on September 27, 2024.
2. Mr. Parag Mitra was appointed as an Additional Independent Director
in the Board Meeting held on August 09, 2024, and regularized as an Independent Director
in the 38th Annual General Meeting of the Company held on September 27, 2024.
Further, Mr. Parag Mitra tendered his resignation as an Independent Director on February
04, 2025, due to his personal reasons.
3. Mr. Erramilli Venkatachalam Prasad stepped down from the position of
Chief Executive Officer in the Board Meeting held on January 15, 2025; however, he
continues to act as the Chairman cum Managing Director of the Company.
4. Mr. Arun Kumar L tendered his resignation as an Independent Director
with effect from December 09, 2024, due to his personal reasons.
5. Mr. Sajid Bijnori and Mr. Ajay Gandeja were appointed as an
Additional Independent Directors of the Company in the Board Meeting held on March 07,
2025. As shareholders approval could not be placed within stipulated time, their office
felt vacant on June 06, 2025; they were re-appointed as Additional Independent Directors
in the Board Meeting held on June 18, 2025, subject to the approval of the shareholders.
In terms of section 152 of the Act, Dr. Lily Bhagvandas Rodrigues,
Director of the Company, is liable to retire by rotation at the ensuing 39th
Annual General Meeting and, being eligible, offers herself for re-appointment. It is
ascertained that the Directors' appointment is subject to the non-disqualification
mentioned under sections 164 and 165 of the Act. A brief profile of the Director seeking
re-appointment is given in Annexure-I of the Notice and is part of the Annual Report.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company.
The Board confirms that none of the Directors of the Company are
disqualified from being appointed as Directors in terms of section 164 of the Act, and a
necessary declaration has been obtained from all the Directors in this regard.
KEY MANAGERIAL PERSONNEL:
1. Mr. Sachin Rawat was appointed as a Company Secretary and Compliance
Officer of the Company w.e.f. August 09, 2024.
2. Mr. Subhash Kanojia tendered his resignation from the position of
Chief Financial Officer (CFO) of the Company. Subsequently, Mr. Naresh Tadikonda was
appointed as CFO with effect from September 27, 2024. However, Mr. Naresh Tadikonda
tendered his resignation from the position of CFO with effect from May 31, 2025.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149 (6) of the Act, along with Rules framed thereunder
and Regulation 16(1)(b) of SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors. The Independent Directors
have also confirmed that they have complied with the Company's Code of Conduct.
The Board opined and confirmed, in terms of Rule 8 of the Companies
(Accounts) Rules, 2014, that the Independent Directors are persons of repute and integrity
and possess the relevant expertise and experience (including proficiency) in their
respective fields. The Independent Directors possess the requisite qualifications,
experience, and expertise.
In terms of Section 150 of the Act and Rules framed thereunder, the
Independent Directors have also confirmed their registration (including renewal of
applicable tenure) and compliance with the online proficiency self-assessment test (unless
exempted) with the Indian Institute of Corporate Affairs (IICA).
15. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Independent Directors are regularly informed during meetings of the
Board and its Committees on the business strategy, business activities, and regulatory
updates. Whenever Directors are appointed, they are given a detailed orientation on the
Company, industry, strategy, policies, Code of Conduct, regulatory matters, business,
financial matters, and human resource matters of the Company.
The Company has a familiarization program for the Independent Directors
to familiarize them with the business model of the Company, their roles, rights, and
responsibilities in the Company, the nature of the industry in which the Company operates,
and related matters.
16. COMPOSITION OF THE BOARD:
The Company has a mix of Executive, Non-Executive, and Independent
Directors including Woman Director. All the members of the Board are competent and are
persons of repute with strength of character, professional eminence, and have the
expertise in their respective disciplines to deal with the management functions of the
company.
The composition of the Board of Directors as at 31st March,
2025
| Sr. No. Name Director of |
Executive/ Non Executive/ Independent |
No. of Directorships Held in Public Limited |
#Committee(s) position
(Including the Company) |
|
|
Companies (Including this Company) |
Member |
Chairperson |
| 1 Mr. Erramilli Venkatachalam Prasad |
Chairman cum Managing Director |
2 |
0 |
0 |
| 2 Dr. Rodrigues Bhagvandas Lily |
Non- Executive Non- Independent Director |
2 |
0 |
0 |
| 3 Mr. S V Rajeswara Rao Samavedam |
Non- Executive Director Non- Independent Director |
2 |
1 |
1 |
| 4 Mr. Erramilli Rishab |
Additional Director |
2 |
0 |
0 |
| 5 Mr. Arpit Shah |
Non- Executive Independent Director |
1 - |
2 |
0 |
| 6 Mr. Ninad Dhuri |
Non- Executive Independent Director |
1 |
1 |
0 |
| 7 Mr. Sajid Bijnori |
Additional Independent Director |
1 |
2 |
0 |
| 8 Mr. Ajay Gandeja |
Additional Independent Director |
1 |
0 |
1 |
# Only the Audit Committee and the Stakeholders' Relationship
Committee have been considered as per Regulation 26 of SEBI Listing Regulations.
17. MEETINGS:
During the year under review, the Board of Directors met 11 times. In
case of business exigencies or urgency of matters, resolutions were passed by circulation.
The notice and agenda with notes on each agenda item for the Board Meeting were circulated
as per the provisions of the Act and Articles of Association of the Company.
The gap between the two consecutive board meetings was within the
prescribed period of 120 days as specified under the provisions of Section 173 of the Act
and the SEBI Listing Regulations.
| Sr. No |
Date of Board |
Meeting |
Total No. of Directors associated as on the
date of the meeting |
No. of directors attended |
| 1 |
09.04.2024 |
|
6 |
4 |
| 2 |
14.05.2024 |
|
6 |
6 |
| 3 |
27.05.2024 |
|
6 |
6 |
| 4 |
30.05.2024 |
|
6 |
5 |
| 5 |
18.07.2024 |
|
7 |
5 |
| 6 |
09.08.2024 |
|
7 |
5 |
| 7 |
27.09.2024 |
|
8 |
6 |
| 8 |
14.11.2024 |
|
8 |
5 |
| 9 |
15.01.2025 |
|
7 |
7 |
| 10 |
07.02.2025 |
6 |
5 |
|
| 11 |
07.03.2025 |
6 |
6 |
|
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met on December 18, 2024,
without the presence of the Executive Director and the Senior Management team of the
Company. The meeting was attended by all the Independent Directors, and an overall
performance review was carried out.
18. AUDIT COMMITTEE:
During the year under review, the composition of the Audit Committee
was reconstituted on need-to-need basis in the Board Meetings.
Initially, the Committee comprised Mr. Arun Kumar L, Mr. Ninad Dhuri,
Mr. Samavedam Sri Venkata Rajeswara Rao, and Mr. Arpit Shah.
The composition was revised in the Board Meeting of the Company held on
September 27, 2024 and Mr. Arun Kumar L was appointed as the Chairman of the Audit
Committee.
The composition was further revised through a circular resolution
passed on November 13, 2024, to include Mr. Parag Mitra as the Chairman of the Audit
Committee in place of Mr. Arun Kumar L.
On December 09, 2024 Mr. Arun Kumar L resigned from the Board of the
Company and ceased to be the member of Audit Committee.
Further on February 04, 2025, Mr. Parag Mitra resigned from the
position of Independent Director of the Company and ceased to be the Chairman of the Audit
Committee. Subsequently, in the Board meeting held on March 07, 2025, the Committee was
reconstituted by the following appointments of Mr. Ajay Gandeja as Chairman and Mr. Sajid
Bijnori as a member of the Committee.
Current Composition of Audit Committee:
| Sr No Name of Members |
Category |
| 1 Ajay Gandeja |
Chairman |
| 2 Sri Venkata Rajeswara Rao Samavedam- |
Member |
| 3 Sajid Bijnori |
Member |
| 4 Arpit Shah |
Member |
| 5 Ninad Dhuri |
Member |
During the year under review, the Audit Committee met seven times,
namely on April 09, 2024, May 27, 2024, May 30, 2024, July 18, 2024, November 14, 2024,
January 15, 2025, and February 07, 2025.
Terms of Reference:
Pursuant to section 177 of the Act and SEBI Listing Regulations, the
terms of reference of the Audit Committee are mentioned below: i. Oversight of the
Company's financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient, and credible;
ii. Recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
iii. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors;
iv. Reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval, with particular
reference to:
matters required to be included in the director's responsibility
statement to be included in the Board's report in terms of clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013; Changes, if any, in accounting policies and
practices and reasons for the same; Major accounting entries involving estimates based on
the exercise of judgment by management; Significant adjustments made in the financial
statements arising out of audit findings; Compliance with listing and other legal
requirements relating to financial statements; Disclosure of any related party
transactions; Modified opinion / Qualification in the draft audit report;
v. Reviewing, with the management, the quarterly financial statements
before submission to the board for approval;
vi. reviewing and monitoring the auditor's independence,
performance, and effectiveness of the audit process;
vii. Formulating a policy on related party transactions, which shall
include the materiality of related party transactions;
viii. Approval or any subsequent modification of transactions of the
listed entity with related parties; ix. Scrutiny of inter-corporate loans and investments;
x. Valuation of undertakings or assets of the company, wherever it is necessary; xi.
Evaluation of internal financial controls and risk management systems;
xii. Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;
xiii. Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage, and frequency of internal
audit;
xiv. Discussion with internal auditors of any significant findings and
follow up there on;
xv. Reviewing the findings of any internal investigations by the
internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board;
xvi. Discussion with statutory auditors before the audit commences,
about the nature and scope of the audit, as well as post-audit discussion to ascertain any
area of concern;
xvii. To look into the reasons for substantial defaults in the payment
to the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends), and creditors;
xviii. To review the functioning of the whistle-blower mechanism;
xix. Approval of appointment of Chief Financial Officer (i.e., the
whole time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience, and background,
etc. of the candidate;
xx. Reviewing the utilization of loans and/or advances from/investment
by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset
size of the subsidiary, whichever is lower, including existing loans/advances/investments
existing as on the date of coming into force of this provision;
xxi. To review the compliance with the provisions of Regulation 9A of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
at least once in a financial year and to verify that the systems for internal control are
adequate and are operating effectively;
xxii. To carry out any other function as mentioned in the terms of
reference of the Audit Committee.
Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and
results of operations;
2. Statement of significant related party transactions (as defined by
the audit committee), submitted by management;
3. Management letters/letters of internal control weaknesses issued by
the statutory auditors;
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal, and terms of remuneration of the Chief
Internal Auditor shall be subject to review by the audit committee;
6. Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
(b) Annual statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
19. NOMINATION AND REMUNERATION COMMITTEE:
During the year under review, the composition of the Nomination and
Remuneration Committee was reconstituted on two occasions.
Initially, the Committee comprised Mr. Ninad Dhuri, Mr. Arpit Shah, Mr.
Sri Venkata Rajeswara Rao Samavedam, and Mr. Arun Kumar L.
The composition of the Committee was revised through a circular
resolution passed on November 13, 2024, to include Mr. Parag Mitra as the Chairman of the
Nomination and Remuneration Committee.
On December 09, 2024 Mr. Arun Kumar L resigned from the Board of the
Company and ceased to be the member of Nomination and Remuneration Committee.
Further on February 04, 2025, Mr. Parag Mitra resigned from the
position of Independent Director of the Company and ceased to be the Chairman of the
Nomination and Remuneration Committee. Subsequently, in the Board Meeting held on March
07, 2025, the Committee was reconstituted by the following appointments of Mr. Sajid
Bijnori as a Chairman and Ajay Gandeja as a member as a member of the Committee.
Current Composition of Nomination and Remuneration Committee:
| Sr No Name of Members |
Category |
| 1 Sajid Bijnori |
Chairman |
| 2 Sri Venkata Rajeswara Rao Samavedam- |
Member |
| 3 Ajay Gandeja |
Member |
| 4 Arpit Shah |
Member |
| 5 Ninad Dhuri |
Member |
During the year under review, the Nomination and Remuneration Committee
met five times on April 09, 2024, May 14, 2024, August 09, 2024, September 27, 2024, and
March 07, 2025.
Terms of reference:
Pursuant to the SEBI Listing Regulations, the Company has revised the
terms of reference of the Committee. The revised terms of reference are:
i. Formulation of the criteria for determining qualifications, positive
attributes, and independence of a director and recommend to the board of directors a
policy relating to the remuneration of the directors, key managerial personnel, and other
employees;
ii. Formulation of criteria for evaluation of performance of
independent directors and the board of directors;
iii. Devising a policy on the diversity of the board of directors;
iv. Identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down and
recommending to the board of directors their appointment and removal; v. Specify the
manner for effective evaluation of performance of the Board, its committees, and
individual directors to be carried out either by the Board, by the Nomination and
Remuneration Committee, or by an independent external agency, and review its
implementation and compliance;
vi. Whether to extend or continue the term of appointment of the
independent director, on the basis of the report of the performance evaluation of the
independent directors;
vii. Recommend to the board all remuneration, in whatever form, payable
to senior management;
viii. To administer and supervise Employee Stock Options Schemes
(ESOS), including framing of policies related to ESOS and reviewing the grant of ESOS;
ix. Carrying out any other function as mentioned in the terms of
reference of the Nomination and Remuneration Committee.
Nomination and Remuneration Policy:
The Committee is in the process of formulating Nomination and
Remuneration Policy, which determines criteria, inter-alia, qualification, positive
attributes, and independence of Directors for their appointment on the Board of the
Company and payment of remuneration to Directors, Key Managerial Personnel, and other
Employees. The Committee shall consider the following attributes/criteria, whilst
recommending to the Board the candidature for appointment as Director.
- Qualification, expertise, and experience of the Directors in their
respective fields;
- Personal, Professional, or business standing;
- Diversity of the Board
In case of re-appointment of Non-Executive Directors, the Board shall
take into consideration the performance evaluation of the Director and their engagement
level.
Details of Remuneration Paid/Payable to Directors for the year ended
March 31, 2025
The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of Section 197
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and the statement containing particulars of employees
as required under section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as
Annexure IV.
20. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has set up the 'Stakeholders
Relationship Committee' to align it with the provisions of Section 178 of the Act. The
Committee has been constituted to strengthen the investor relations and to inter-alia,
look into issues relating to shareholders grievances pertaining to transfer of shares,
non- receipt of declared dividends, non-receipt of Annual Report, issues concerning
de-materialization, etc.
During the year under review, the composition of the Stakeholders'
Relationship Committee was reconstituted.
Initially, the Committee comprised of Mr. Samavedam Sri Venkata
Rajeswara Rao, Mr. Ninad Dhuri, Mr. Arun Kumar L, and Mr. Arpit Shah.
Mr. Arun Kumar L tendered his resignation as an Independent Director
w.e.f. December 09, 2024 and ceased to the member of the Committee.
In the Board meeting of the Company held on March 07, 2025, the
composition was revised to include Mr. Sajid Bijnori and to exclude Mr. Ninad Dhuri as a
member of the Committee.
Current Composition of Stakeholders Relationship Committee:
| Sr No Name of Members |
Category |
| 1 Sri Venkata Rajeswara Rao Samavedam |
Chairman |
| 2 Sajid Bijnori |
Member |
| 3 Arpit Shah |
Member |
During the year under review, the Stakeholders Relationship Committee
met one time on February 07, 2025, and all committee members were present in the meeting.
21. BOARD EVALUATION:
Pursuant to the provisions of Schedule IV, clause VIII of the Act, the
Board has carried out an evaluation of its own performance, the directors individually, as
well as the evaluation of the working of its Audit Committee, Nomination &
Remuneration Committees, and Stakeholders Relationship Committee. The performance
evaluations of Independent Directors were also carried out, and the same was noted.
Independent Directors, in their meeting, decided to bring more transparency in their
performance and bring more responsibility while taking any policy decisions for the
benefit of the shareholders in general.
22. COMPANY'S POLICY RELATING TO APPOINTMENT, PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES
As per the provisions of Section 178(3) and Section 134 (3) (e) of the
Act and on the recommendation of the Nomination & Remuneration Committee of the
Company, the Board of Directors had approved a Policy which lays down a framework for the
appointment and remuneration of Directors, Key Managerial Personnel, and other employees
and their remuneration. The Policy broadly lays down the guiding principles, philosophy,
and the basis for payment of remuneration to Directors, Key Managerial Personnel, and
other employees. The policy also provides the criteria for determining qualifications,
positive attributes, and Independence of the Director, and criteria for appointment of Key
Managerial Personnel/Senior Management while making the selection of the candidates.
The Policy on Appointment and Remuneration of the Directors, as
approved by the Board, is available on the website of the Company at www.cupidalcobev.com.
23. AUDITORS AND AUDITORS' REPORT:
The Members of the Company at the 38th Annual General
Meeting held on September 27, 2024, approved the appointment of M/s. H Rajen & Co,
Chartered Accountants (Membership No: 011307, Firm Registration No.108351W) as the
Statutory Auditors of the Company for a period of five years commencing from the
conclusion of the 38th AGM until the conclusion of the 43rd AGM to be held in
2029.
No frauds have been reported by the Statutory Auditors during the year
under review pursuant to the provisions of Section 143(12) of the Act.
The Statutory Auditor of the Company have made following Observation in
the Financial Statements of the Company and Management submit response to the observation
is as follows:
Some delays occurred in payment of TDS amounts, due to transition
process being carried out, post re-listing on account of Open Offer, Preferential Offer
(Acquisition, Loan Conversion of Promoters & Directors). However, it shall be paid at
the earliest, and the management is committed to strictly adhere all compliances within
the stipulated time.
24. SECRETARIAL AUDIT AND SECRETARIAL AUDITOR'S REPORT:
Pursuant to provisions of section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed M/s. Bhumika & Co., Company Secretaries in practice, to undertake the
Secretarial Audit of the Company.
The Secretarial Audit report in the prescribed Form No MR-3 is annexed
herewith as Annexure I. Observation in secretarial audit report and explanations by the
board:
| Sr. No. Observation in Secretarial Audit Report |
Explanations by the Board |
| 1. The Company filed certain forms beyond the due date by
paying additional fees. |
The delay was inadvertent and primarily due to procedural and
technical reasons. The forms have since been duly filed with the payment of additional
fees, thereby regularising the compliances. |
| 2. The Notice convening the Annual General Meeting (AGM)
dated 27 September 2024 was not aligned with the requirements specified under the Listing
Regulations. |
The non-alignment was unintentional and occurred due to an
oversight in drafting. The Company has since strengthened its review mechanisms to ensure
that AGM Notices are fully compliant with the Listing Regulations in future. |
| 3. The appointment of an Additional Director in the Annual
General Meeting (AGM) dated 27 September 2024 was approved via an ordinary resolution. |
The resolution was inadvertently mentioned as an ordinary
resolution instead of a special resolution. However, the resolution was passed with more
than 75% votes cast in favour, thereby meeting the threshold required for a special
resolution. The Company acknowledges the error in classification and assures that all such
matters will henceforth be placed strictly in compliance with the applicable provisions of
law. |
| 4. The Audited Financial Statements for the financial year
ended March 31, 2024 were not approved within 60 days from the end of the financial year,
as required under Regulation 33 of the Listing Regulations. |
The delay was primarily due to the sudden resignation of the
erstwhile Statutory Auditor before the approval of the financial statements. Consequently,
the newly appointed Statutory Auditor, M/s. H. Rajen & Co., had to conduct the audit
afresh from the beginning, which required additional time and was beyond the control of
the Company. Notwithstanding the delay, the financial results were duly finalised and
submitted with the stock exchanges. The Company has strengthened its internal processes to
ensure strict adherence to the prescribed timelines going forward. |
| 5. The Company had passed a resolution to set up “Cupid
Breweries and Distilleries LLC FE” at Bukhara City of Uzbekistan, on May 21, 2024, as
its wholly owned subsidiary; however, no further corporate or operational actions have
been taken. |
The Company had set up a wholly owned subsidiary in
Uzbekistan; however due to its negative net worth, the Capital infusion could not be
undertaken therefore no further corporate or operational actions have been taken. |
| 6. Certain resolutions passed by the Board contain
typographical errors, which may impact the clarity and interpretation of the resolutions. |
The typographical errors were clerical in nature and did not
affect the substance of the decisions taken by the Board. Necessary corrective measures
have been initiated to avoid recurrence. |
| 7. Certain forms that were mandatorily required to be filed
under the Act were not filed by the Company during the year. |
The non-filing was unintentional and primarily due to
oversight. The Company is in the process of filing the pending forms with the Registrar of
Companies and has strengthened its compliance monitoring systems to prevent such lapses. |
| 8. The financial state ment of the Company for the FY 2023-
2024 was not signed by the Chief Financial Officer of the Company. |
Though the new management had already taken charge of the
management at the time of approval of Financial Statement for the FY 2023-24, the said CFO
who was associated with the earlier management did not extend cooperation. The financial
statements were duly signed by all other required signatories in compliance with the Act,
and the Board assures that such instances shall not recur. |
25. INTERNAL AUDITOR:
M/s. H. M. Shah & Co., the Internal Auditor of the Company reports
to the Chairman of the Audit Committee and to the Board. The Internal Auditor reviews and
approves a risk-based annual internal audit plan as per the scope, functioning,
periodicity, and methodology for conducting the internal audit.
26. REGISTRAR AND TRANSFER AGENT
During the year under review, your Company's Registrar and
Transfer Agent was Satellite Corporate Services Private Limited.
27. INTERNAL CONTROL SYSTEMS:
The Company has internal financial controls as required under the
Companies Act, 2013. However, the company is entering into manufacturing activities
directly, in-directly (through subsidiaries, associate companies, partnerships, etc.,)
broadly contract basis / outsourcing for the first time during reporting period. The
internal control systems are strengthening in line with these scaling up future activities
of the Company. The Board of Directors and the Audit Committee are actively involved in
this process of execution of the same time-to-time, as required.
28. ANNUAL RETURN:
As per the provisions of Section 92(3) and 134(3)(9) of the Act and the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in
Form MGT-7 for the year under review is available on the website of the Company
www.cupidalcobev.com.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of provisions of Regulation 34(2) read with Para B of Schedule
V of the SEBI Listing Regulations, a detailed review of the operations, performance, and
outlook of the Company and its business is given in the Management Discussion and Analysis
Report, which forms an integral part of this Annual Report.
30. CORPORATE GOVERNANCE REPORT:
In pursuance to Regulation 15 (2) of the SEBI Listing Regulations,
submission of the Corporate Governance report does not apply to the listed companies which
have:
a. paid up equity share capital not exceeding rupees ten crore and net
worth not exceeding rupees twenty-five crore as on the last day of the previous financial
year; or
b. have listed its specified securities on the SME Exchange.
Accordingly, the paid-up capital and net worth of the Company are below
the prescribed limit for mandatory applicability of Corporate Governance, and the Company
has decided not to opt for compliance with Regulation 27 (2) of SEBI Listing Regulations
for the time being.
31. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 do not apply to the Company and
hence, your Company is not required to adopt the Corporate Social Responsibility Policy or
constitute a Corporate Social Responsibility Committee during the year under review.
32. VIGIL MECHANISM
The Company has the policy of vigil mechanism and whistleblower policy
in place, and the same is uploaded on the website of the Company at www.cupidalcobev.com.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, etc., as
required to be given under Section 134(3)(m) of the Act read with Rule 8 of The Companies
(Accounts) Rules, 2014, are not applicable to the Company, since the Company has not
commenced manufacturing activities. As on the date of signing of this Report, the Company
is in the process of setting up factories.
The Company has paid an advance of Rs. 47.19 Lakhs in Foreign Currency
to Steinecker GmbH, German based Company to supply technology and equipment for
halal-certified non-alcoholic beer, at the upcoming green field project at RAK, UAE.
34. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134 (5) of the Act, the Directors, to the
best of their knowledge and ability, confirm that: a. In the preparation of the annual
accounts, the applicable accounting standards have been followed along with proper
explanation by way of notes to accounts relating to material departures; b. the Directors
have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit or loss
of the Company for that period; 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 Directors have prepared the accounts on a
“going concern basis”. e. the directors had devised proper internal financial
control to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively. f. The Directors have devised proper
systems to ensure compliance with the provisions of all the applicable laws and that such
systems are adequate and operating effectively.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The provisions related to the formation of an internal committee for
reporting instances of sexual harassment are not applicable to the Company.
The Company has zero tolerance for sexual harassment at the workplace
and has adopted a policy against sexual harassment in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
and the rules framed there under. The Company has not received any sexual harassment
related complaints during the year under review.
36. DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE PERIOD,
ALONG WITH THEIR STATUS AS OF THE END OF THE PERIOD
During the year under review and till the date of this Report, the
Company has neither made any application against anyone nor any proceedings pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
37. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASONS THEREOF
The Company has not made an application for One Time Settlement (OTS)
with any bank or financial institution.
38. RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor,
review, and mitigate various risks to key business objectives that may threaten the
existence of the Company. The major risks identified by the business and functions are
systematically addressed through mitigating actions continuously.
39. MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules.
40. OTHER DISCLOSURES / CERTIFICATION
a. MD Certification under Regulation 17(8) of SEBI (LODR) Regulations,
2015
As required under Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Managing Director of the Company has
certified the financial statements and other matters prescribed therein.
Since the position of Chief Financial Officer was vacant as on the date
of approval of this Annual Report, the certification has been provided by the Managing
Director only. The said certification is annexed herewith as Annexure V and forms an
integral part of this Report.
41. ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from the Banks, Government Authorities, Customers, and
Shareholders during the year. Your directors also wish to take on record their deep sense
of appreciation for the committed services of the employees at all levels, which have made
our Company successful in the business.
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