To,
The Members,
Checkpoint Trends Limited
Formerly known as Rubra Medicaments Limited
Your Directors' have pleasure in presenting Annual Report together with the Audited
Accounts of the Company for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2022-23 is summarized below:
(Rs. In Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Income from Operations |
116.02 |
201.11 |
| Other Income |
0.16 |
0.08 |
| Total Income |
116.18 |
201.20 |
| Less: Expenses |
(124.24) |
(203.42) |
| Profit/(Loss) Before Extraordinary Items and Tax |
(8.07) |
(2.23) |
| Less: Extraordinary Items |
- |
- |
| Profit/(Loss) Before Tax |
(8.07) |
(2.23) |
| Less: Taxation |
(0.22) |
1.42 |
| Profit/(Loss) After Tax |
(7.85) |
(3.65) |
| EPS (in Rs.) |
(0.14) |
(0.07) |
2. FINANCIAL SUMMARY
The Company earned income from operation of Rs. 116.18 lakhs during the FY 2022-23, as
compared to the income from operation of Rs. 201.20 lakhs earned in the previous FY
2021-22. The Company's Net loss for the Financial Year ended March 31, 2023 stood at Rs.
7.85 Lakhs as against a Net loss of Rs. 3.65 Lakhs in the previous year.
3. CHANGE IN NAME OF THE COMPANY
During the financial year under review, a Special Resolution was passed by the Members
through Postal Ballot on April 6, 2022 for change of name of the company from Rubra
Medicaments Limited to Checkpoint Trends Limited.
The Registrar of Companies issued certificate of incorporation pursuant to change of
name on May 26, 2022.
BSE issued approval letter for change of name on February 6, 2023.
4. CHANGE IN NATURE OF BUSINESS
During the financial year under review, a Special Resolution was passed by the Members
through Postal Ballot on April 6, 2022 for addition to the main object of the company.
The company received Certificate of Registration of the Special Resolution Confirming
Alteration of Object Clause on April 25, 2022.
5. TRANSFER TO RESERVES
No amount has been transferred to Reserves during the year under review.
6. CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the Company is Rs.8,20,00,000/- divided into 82,00,000
equity shares of Rs. 10/- each and the paid-up share capital of the Company is
Rs.5,46,83,000/- divided into 54,68,300 equity shares of Rs. 10/- each.
The Company has not issued any kind of shares or securities during the year under
review.
7. DIVIDEND
The Board of Directors expressed their inability to recommend any dividend on equity
shares for the year ended March 31, 2023.
8. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from public nor during the
previous financial year.
9. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or Bonus
shares during the year under review.
10. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
11. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
The Company has not issued any debenture, bonds or non-convertible securities.
12. STATUTORY AUDITORS
The Members had appointed M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal &
Company)., Chartered Accountants, as Statutory Auditor of the Company at the Annual
General Meeting held on September 29, 2018 and September 30, 2021 for a period of five
years in aggregate from FY 2018-19 to FY 2022-2023.
The term of Statutory Auditor will end at the ensuing Annual General Meeting
("AGM") of the Company and the Company is required to appoint new Statutory
Auditors.
Pursuant to section 139 of the Companies Act, 2013 the Board in its meeting held on
August 30, 2023 has recommended the appointment of M/s. L K Ajmera & Associates
Chartered Accountants as new Statutory Auditor of the company to hold office for a period
of five (5) financial years (for FY 2023-2024 till FY 2027-2028), i.e from conclusion of
this Annual General Meeting till conclusion of Annual General Meeting to be held in the
year 2028, at a remuneration to be determined by the Board of Directors and Auditors.
13. INTERNAL AUDITOR
In the Board Meeting held on August 30, 2023, Ms. Ankita Agawane, Internal Auditor of
the company had resigned and the Board appointed new Internal Auditor Mr. Arun Mulya for a
period of three years from FY 2023-2024 to FY 2025-2026.
14. STATUTORY AUDIT REPORT
The Auditors' Report on the financial statement for the current year is
self-explanatory, therefore does not require any further explanation. The Company has
already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
15. COST AUDITOR REPORT AND COST RECORD
Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.
16. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. Maithili Nandedkar & Associates, Practicing Company Secretaries, appointed as
Secretarial Auditor in the Board Meeting held on held on August 12, 2021 to conduct the
Secretarial Audit for the 3 (Three) financial years FY 2021-22 till FY 2023-24. Later
on, M/s. Maithili Nandedkar & Associates changed their firm name to M/s. MNB & Co.
LLP.
Therefore, M/s. MNB & Co. LLP, Practising Company Secretaries are the secretarial
auditor for the financial year 2022-2023 and 2023-2024.
The Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual
Report. The Secretarial Auditors' Report presented to the Members for the year under
review is qualified and is annexed to this Report.
The Secretarial Audit report for the current year is self-explanatory, therefore does
not require any further explanation and listing fees has not paid due to financial crises
faced by the company.
17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION
143
There are no frauds reported by the Statutory Auditors of the Company under Section 143
(12).
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act, none of the Directors are liable to retire by
rotation at the ensuing Annual General Meeting.
During the year under review, in last AGM held on September 30, 2022 Ms. Sneha Thakur
was re-appointed as an Independent Non-executive Director of the Company for a period of 5
(Five) years, i.e., from July 7, 2022 to July 6, 2027.
During the year under review, Ms. Ritu Chattani resigned as Company Secretary and
Compliance Officer of the Company w.e.f. December 7, 2022 and Ms. Komal Behl appointed as
Company Secretary and Compliance Officer of the Company w.e.f. December 7, 2022.
Subsequent to year under review, Ms. Abha Rajesh Kapoor (DIN: 02799429) was reappointed
as Whole-Time Director of the Company for further period of 3 years w.e.f. June 14, 2023
till June 13, 2026
| Disclosure Requirement |
Details |
| Name of the Director |
Abha Kapoor |
| Date of appointment |
June 14, 2023 |
| Term of Appointment |
3 years |
| Disclosure of relationship between Directors inter-se |
Ms. Abha Kapoor is not related to any Director of the Company |
| Declaration |
We confirm that Ms. Abha Kapoor is not debarred from holding the office of Director of
the Company, by virtue of any SEBI order or any other such authority. |
| Names of listed entities in which the person also holds the directorship and the
membership of Committees of the board along with listed entities from which the person has
resigned in the past three years |
Checkpoint Trends Limited |
| Nature of expertise in specific functional areas |
Finance |
| Brief profile |
Ms. Abha Kapor is highly skillful and possesses vast experience in the field of
Finance. |
|
She is not related to any other Director of the Company and is also not a Director in
any other listed company. She or her relatives do not hold any shares in the Company. |
19. ANNUAL RETURN
The Annual Return for the financial year ended March 31, 2023 along with Notice of AGM
is being uploaded on the website of the Company. The web link for the same is as under:
https://www.rubramed.com/extract-annual-return.html
20. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
As on March 31, 2023, the Company does not have any subsidiary, associate or joint
venture.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013
read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure
II.
22. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. The web link for the policy is as under: https://www.rubramed.com/policies/Vigil-Mechanism-Policy.pdf
23. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
24. RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. The
related party transactions as per IND AS 24 are given in the notes to the financial
accounts and forms part of the Annual Report.
The policy on Related Party Transactions is part of the website of the Company. The web
link for the policy on related party transaction is as under: https://www.rubramed.com/policies/Related-Partv-Transaction.pdf
25. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry. Details of the Familiarization program for Independent
Directors form part of the website of the Company. The web link of Familiarization program
is as under: https://www.rubramed.com/policies/Familarisation-of-Independent-Director.pdf
27. MEETING OF BOARD OF DIRECTORS
During the financial year 2022-23, four (04) Board Meetings were held i.e. on May 25,
2022, August 11, 2022, November 10, 2022 and February 13, 2023
28. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not
mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to the extent possible. A separate section on Corporate Governance
forms part of the Directors' Report as stipulated in Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is included in the
Annual Report as Annexure III.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report is annexed as Annexure IV.
30. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board hereby states that the Company has complied with all the applicable
secretarial standards to the extent possible.
31. INDEPENDENT DIRECTOR'S MEETING
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the Directors
is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
32. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of independence as
required under the Act.
33. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well the evaluation of
the working of its Audit, Nomination & Remuneration and Stakeholder committee,
including the Chairman of the Board who were evaluated on parameters such as level of
engagement and contribution and independence of judgment thereby safeguarding the interest
of the Company. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
34. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186
OF COMPANIES ACT, 2013
Particulars of loans, guarantees and investments made by Company pursuant to Section
186 of the Companies Act, 2013 are given in the notes to the financial accounts forming
part of the Annual Report. The loans and advances made by the Company, during the
financial year under review, are within the limits prescribed in the section 186 of the
Companies Act, 2013.
35. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
Subsequent to year under review, there has been change in Auditor of the company and
the same has been disclosed herein above.
As per MCA Circular, Current year AGM is being held through Video Conferencing.
Necessary procedure is given in the AGM Notice. Members are requested to update their
Email ID either by writing to the Company or through the Register or Transfer Agents.
36. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR
Material changes subsequent to the end of the financial year is disclosed herein above.
37. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and/or material order was passed by any Regulator, any Court in India or
any Tribunal, impacting the going concern status and the Company's operations in future.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
As on March 31, 2023, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no one time settlement done with bank or any financial institution.
40. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF
The trading of the company has not been suspended.
41. NOMINATION AND REMUNERATION POLICY
An extract of the Company's policy relating to directors appointment, payment of
remuneration and discharge of their duties is annexed herewith as Annexure I. The
web link to the Nomination and Remuneration Policy is as under: https://www.rubramed.com/policies/NominationandRemunerationPolicy.pdf
42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company does not have any employee/Director who is in receipt of remuneration
exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the
Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules is available for inspection.
Having regard to the second proviso to rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made
available to any shareholder on a specific request made by him in writing before the date
of such Annual General Meeting. Any member interested in obtaining such information may
write to the company.
43. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
In the opinion of the board, the independent directors fulfill the conditions specified
in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.
The Independent Directors have complied with the code prescribed in schedule IV of the
Companies Act, 2013.
44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance
with the requirements of the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. The Board thereafter constituted
a sexual harassment committee where the chairperson of the Committee is Ms. Sneha Thakur,
and Ms. Abha Kapoor and Mr. Gopal Sahu are the Members. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
a. number of complaints filed during the financial year - None
b. number of complaints disposed of during the financial year - None
c. number of complaints pending as on end of the financial year - None
45. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
46. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit and
limited reviews of performance taking place periodically.
47. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK
The Independent directors of the company are yet to be registered with Independent
director databank.
48. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and
have made judgments and estimates that are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2023 and of the
profit for the Company for the year ended March 31, 2023;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
49. ACKNOWLEDGEMENT
Your Directors takes opportunity to show gratitude towards the assistance and
cooperation received from Shareholders.
For and on Behalf of the Board of Directors of Checkpoint Trends Limited (formerly
known as Rubra Medicaments Limited)
|
Abha Kapoor |
Gopal Kumar Sahu |
| Place: Mumbai |
Whole time Director and CFO |
Director |
| Date: August 30, 2023 |
DIN: 02799429 |
DIN: 08478039 |
|