Your Directors take pleasure in presenting the 34thAnnual Report of the company along with the Audited Statement of
Account for the year ended on March 31,2024 together with the Auditors Report thereon.
FINANCIAL RESULTS
(Rs. in lakhs)
|
PARTICULARS
|
For the year
ended 31.03.2024
|
For the year
ended 31.03.2023
|
|
Total Revenue
|
273.45
|
116.18
|
|
Total Expenditure
|
111.39
|
135.85
|
|
Depreciation/Provisions
|
33.37
|
0.00
|
|
Profit/(Loss) before Tax
|
128.69
|
(19.67)
|
|
Exceptional and extraordinary items
|
0.00
|
0.00
|
|
Provisions for Taxation
|
12.82
|
8.89
|
|
Profit/ (Loss) after Tax
|
115.87
|
(28.56)
|
|
Paid up Equity Capital
|
1303.40
|
1303.40
|
STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS
Your Company is one of the RBI register NBFC and is engaged in the Business of Finance and Investments.
During the year under review your company has earned profit of of Rs.128.69 lacs as compared to losses
of Rs.19.67 lacs incurred in the previous year.
CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, no changes have occurred in the nature of the Company’s business.
DIVIDEND
Your directors do not recommend any dividend for the financial year 2023-24.
TRANSFER TO RESERVES
Rs. 2317500 has been transferred to reserves.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATES
The Company does not have any subsidiary/associate/joint venture company for the year ended on 31st
March, 2024.
PUBLIC DEPOSITS
During the year under review, your Company has not invited or accepted any deposits. There are no
unpaid or unclaimed deposits as on the date with the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars as required under Section 134 (3) (m) of the Companies Act, 2013 in respect of the
conservation of energy and technology absorption have not been furnished considering the nature of
business undertaken by the Company during the year under report.
FOREIGN EXCHANGE EARNING: Nil
FOREIGN EXCHANGE OUTGO: Nil
SHARE CAPITAL
The issued, subscribed and paid-up Equity Share Capital as on 31st March, 2024 was Rs.130,340,000
comprising of 65,170,000 Equity Shares of the face value of Rs.2 each. The Company has neither issued
shares with differential rights as to dividend, voting or otherwise, nor has issued sweat equity shares. As
on 31st March, 2024, none of the Directors of the Company holds instruments convertible into Equity Shares
of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
Pursuant to section 186 (11) of the Companies Act, 2013 (‘Act’), the provisions of section 186(4) of the Act
requiring disclosure in the financial statement of the full particulars of the loans made ,and guarantees given
or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the
purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or
guarantee or security are exempted from disclosure in the Annual Report.
Further, the provisions of section 186 of the Act pertaining to investment, guarantee and lending activities
are not applicable to the Company since the Company is a Non Banking Financial Company (“NBFC”)
whose principal business is acquisition of securities and lending of funds.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director
Appointment
During the year 2023-24, Mrs. Jyoti Choudhary (DIN: 10249120) was appointed as a Non-Executive Non¬
Independent Director on the board on 28th July 2023.
Re-appointment
Under Section 152(6) of the Companies Act, 2013 Mrs.Jyoti Choudhary (DIN: 10249120) shall retire at the
ensuing AGM and being eligible, seeks re-appointment. The Board recommends her appointment.
Resignation
During the financial year 2023-24, Mrs. Manju Goyal (DIN: 07143651) resigned from the board of directors
on 28th July 2023 (Closure of Business hours).
Key Managerial Personnel
Following officials are appointed as the Key Managerial Personnel (“KMP”) of the Company:-
• Mr. Ashwani Kumar Gupta, Managing Director;
• Mr. Prakash Chand Sharma, Chief Financial Officer; and
• Ms. Ruchi Singh, Company Secretary
Remuneration and other details of the KMP are mentioned in the Corporate Governance report which
forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has adopted a policy on materiality of related party transactions and dealing with Related
Party Transactions and the same is disclosed on the website of the Company at www.cubical90.com.
All the related party transactions were in the ordinary course of business and at arm’s length basis and
there were no material related party transactions entered during the year. Therefore, disclosure in Form
AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014 is not applicable to the Company.
All Related Party Transactions are placed before the Audit Committee for approval as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions
entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all
related party transactions if required placed before the Audit Committee on a quarterly basis.
AUDITORS
Statutory Auditors
M/s. STRG & Associates (Firm Reg. No.14826N), has been appointed as Auditors of the Company for five
years till the conclusion of the Annual General Meeting of the Company to be held in the year 2025. A
certificate of eligibility has been received from the Auditors to the effect that they are not disqualified for
appointment under Section 141(3) of the Companies Act, 2013.
Auditor’s Observation
The existing Statutory Auditors does not contain any qualification, reservation and adverse remarks in their
report.
Secretarial Auditors
The Board has appointed Mr.Mukesh Kumar Agarwal, Practicing Company Secretary, to conduct Secretarial
Audit for the FY 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 is at
“Annexure A”.
The said report does not contain any qualification, reservation and adverse remarks.
Internal auditors
Upon the recommendation of the Audit Committee, the Board of Directors has appointed M/s Sudhir K
Associates, Chartered Accountants, as Internal Auditor of the Company for conducting the internal audit
for the Financial Year 2023-24.
Cost record and cost audit
Maintenance of cost records and requirement of cost audit as prescribed under the provision of Section
148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Companies.
REPORTING OF FRAUD BY AUDITOR
During the year under review, neither the statutory auditor nor the Secretarial auditor reported to the audit
committee, under section 143(12) of the companies Act, 2013, any instant of fraud committed against the
company by its officers or employees the details of which would need to be mentioned in the Board’s report.
PARTICULARS OF EMPLOYEES
During the year under review no employee whether employed for the whole year or part of the year, was
drawing remuneration exceeding the limits as laid down under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be
provided upon request. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are
being sent to the Members and others entitled thereto, excluding the information on employees’ particulars
which is available for inspection by the Members at the Registered Office of the Company during business
hours on working days (Except Saturday) of the Company up to the date of the ensuing Annual General
Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided hereunder:
1. The ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year:
|
Executive Director
|
Ratio to median remuneration
|
|
Ashwani Kumar Gupta
|
3.33
|
|
Non Executive Director
|
-
|
|
Ashish Bhala
|
-
|
|
Subhash Kumar Changoiwala
|
-
|
|
Jyoti Choudhary
|
-
|
2. The percentage increase in remuneration of each director, chief executive officer, chief financial
officer, company secretary in the financial year.
|
Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary
|
% increase in remuneration
in the financial year
|
|
Ashwani Kumar Gupta
|
-
|
|
Ashish Bhala
|
-
|
|
Subhash Kumar Changoiwala
|
-
|
|
Manju Goyal
|
-
|
|
Jyoti Choudhary
|
-
|
|
Prakash Chand Sharma
|
28.57
|
|
Ruchi Singh
|
-
|
3. The percentage increase in the median remuneration of employees in the financial year: Nil
4. The number of permanent employees on the rolls of Company: 5 (Five)
5. Percentage increase over decrease in the market quotations of the shares of the Company in
comparison to the rate at which the Company came out with the last public offer: The Company
has not made any public offer in the recent past and accordingly, comparison of Public Offer Price and
the current market price of the Company Shares will not be relevant.
6. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration.
There was 7.99 percentile increase in the salaries of the employees in comparison to the last financial
year.
There is no Increase in the managerial remuneration during the year under review.
7. Affirmation that the remuneration is as per the remuneration policy of the Company
The Company affirms remuneration is as per the remuneration policy of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place an adequate internal control system to safeguard all assets and ensure
operational excellence. The system also meticulously records all transaction details and ensures regulatory
compliance. It also has a team of internal auditors to conduct internal audit. Audit firms also ensure that all
transactions are correctly authorised and reported. The reports are reviewed by the Audit Committee of the
Board. Wherever deemed necessary, internal control systems are strengthened and corrective actions
initiated.
SECRETARIAL STANDARD
The Company complies with all applicable mandatory secretarial standards issued by the institute of
Company Secretary of India.
RISK MANAGEMENT POLICY
The Board of the Directors feels that there is no such risk element which may threaten the existence of the
company. However the Board of Directors are in processes of developing the risk management policy.
ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the annual return of the Company as at March
31,2024 can be accessed through the web link www.cubical90.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact
the going concern status of the Company and its future operation.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of the company which have occurred
between the end of the financial year of the company to which financial statement relate and date of the
report.
NUMBER OF MEETINGS OF THE BOARD
Eightmeetings of the Board were held during the year. For details of the meetings of the Board, please refer
to the corporate governance report, which forms part of this report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes, information
and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee meetings,
etc.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors
by seeking their inputs on various aspects of Board/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance
practices, participation in the long-term strategic planning and fulfillment of Directors’obligations and fiduciary
responsibilities, including but not limited to active participation at the Board and Committee meetings.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors,
Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was
evaluated, taking into account the views of executive directors and non-executive directors.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual directors was also
discussed. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.
POLICY ON DIRECTORS’ AND KMP’S APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Company’s policy on Directors’ and KMP’s appointment and their remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms
part of the Directors’ Report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE
OF A DIRECTOR
1. Qualifications of Independent Directors
An Independent director shall possess appropriate skills, experience and knowledge in one or more
fields of finance, law, management, sales, marketing, administration, research, corporate governance,
operations or other disciplines related to the company’s business.
2. Positive attributes of Independent Directors
An independent director shall be a person of integrity, who possesses relevant expertise and experience
and who shall uphold ethical standards of integrity and probity; act objectively and constructively;
exercise his responsibilities in a bona-fide manner in the interest of the company; devote sufficient
time and attention to his professional obligations for informed and balanced decision making; and
assist the company in implementing the best corporate governance practices.
3. Independence of Independent Directors
An Independent director should meet the requirements of the Companies Act, 2013 and Listing
Regulations concerning Independence of directors.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each ID in accordance with Section 149(7) of
the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
CERTIFICATE BY PRACTICING COMPANY SECRETARY
The Company has received certificate from Mr.Mukesh Kumar Agarwal, Proprietor of Mukesh Agarwal &
Co., Practising Company Secretaries, confirming that none of the Directors of the Company have been
debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry
of Corporate of Affairs or any such authority. The certificate is attached as “ANNEXURE B”.
COMMITTEES OF THE BOARD
The Company’s Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders’ Relationship Committee
The details of the membership and attendance of the meetings of the above Committees of the Board are
provided in the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance along with reports on Management Discussion & Analysis
and Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate
Governance are made part of this Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, (“Act”) your Directors confirm
that:
i. In the preparation of the annual accounts for financial year ended 31st March, 2024, the applicable
accounting standards have been followed and there are no material departures in adoption of these
standards;
ii. The Directors 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 31st March, 2024 and of the profit of the Company for the year ended on
that date.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts for financial year ended 31st March, 2024 on a ‘going
concern’ basis.
v. The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and have been operating efficiently.
vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable
laws and that such systems were adequate and operating effectively.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
1 The Company have promoted ethical behaviour in all its business activities and has established a vigil
mechanism for Directors and Employees to report their genuine concerns.
2 The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed is implemented
through the Whistle Blower Policy, to provide for adequate safeguards against victimization of persons
who use such mechanism and make provision for direct access to the Chairperson of the Audit
Committee.
3 As per the Whistle Blower Policy implemented by the Company, the Employees are free to report
illegal or unethical behaviour, actual or suspected fraud or violation of the Company’s Codes of Conduct
or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of
the Company or Chairman of the Company.
4 The Whistle Blower Policy provides for protected disclosure and protection to the Whistle Blower.
Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they
are not subject to any discriminatory practices.
The Whistle Blower Policy has been appropriately communicated within the Company and has also been
hosted on the website of the Company www.cubical90.com. No personnel have been denied access to the
Audit Committee.
ACKNOWLEDGEMENTS:
The directors take this opportunity to thank company’s customers, bankers for their consistent support and
co-operation to the company. Your directors also acknowledge with appreciation the support and co-operation
rendered by various Govt. agencies and Departments. Your Directors would also like to thank all the
employees of the Company for their dedicated efforts and hard work put in for the success of the Company.
Your Directors also wish to express their gratitude to the Shareholders for the confidence reposed by them
in the company and for the continued support and co-operation.
On behalf of the Board
For CUBICAL FINANCIAL SERVICES LIMITED
Sd/- Sd/-
Place: New Delhi (Ashwani Kumar Gupta) (Ashish Bhala)
Date: 12.08.2024 Managing Director Director
DIN: 00348616 DIN: 00009996
|