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.
FINANCIAL RESULTS
The highlights of financial results of the company are as follows: -
| Particulars |
For the financial year 2023 (FY23) |
For the financial 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.
DIVIDEND
Your Board of Directors' 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.
RESERVES
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.
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, 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.
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, 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.
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/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 ‘Cupid Limited - Employee Stock Option Scheme
2022' has been implemented and the Board has been authorised to create, issue, offer,
grant and allot / allocate 2,50,000 stock options ("the Stock Options") to the
eligible employees of the company.
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, 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
("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 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.
BOARD MEETINGS
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.
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
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.
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
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, 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 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 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 "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 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 ("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. 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 "Annexure 2" forming part of this report.
AUDIT COMMITTEE
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
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 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 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 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 2023-24. 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, 2023 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.