Directors Report of Regency Trust Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2015.

OPERATION DURING THE YEAR

The company's operational activity was satisfactory.

FINANCIAL RESULTS

Your Company financial performance during the year 2013-14 is summarized below:

(Rs. In Lacs)

Particulars 2014-2015 2013-2014

Turnover 0.00 0.00

Expenses 8.58 8.45

Profit Before Tax (8.58) (8.45)

Provision for Taxation - -

Profit After Tax (8.58) (8.45)

OPERATIONS

The Company's net Loss for the Financial Year ended March 31, 2015 stood at Rs. 8.58 lacs as against a net loss of Rs.8.45 lacs in the previous year.

The Company has written off the Debtors and Investments in the year under review.

DIVIDEND

The Board of directors express their inability to recommend any dividend on equity shares for the year ended March 31, 2015 due to absence of profit.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit.

AUDITORS

M/s. D M Oza & Associates and M/s G. S. Toshiniwal & Associates Chartered Accountants, the Statutory Auditors of the Company resigned during the financial year due to their pre-occupations. The Board appointed M M Pandit & Associates, Chartered Accountants as Statutory Auditors to audit the books of accounts for the FY 2014-2015. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified under relevant sections of the Companies Act and that they are not disqualified for such appointment. Your Directors recommend re-appointment of M/s. M M Pandit & Associates as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

AUDITORS' REPORT

The Auditors' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

Ramesh Chandra Bagdi & Associates were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-2015 pursuant to section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit Report for the FY 2014-2015, forms part of the Annual Report.

DIRECTORS

In accordance with the Companies Act, none of the director is liable to retire by rotation at the ensuring Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed.

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.

PARTICULARS OF EMPLOYEES

The Company does not have any employee/Director who is in receipt of remuneration aggregating to 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

CORPORATE SOCIAL RESPONSIBILITY

The Company has incurred loss in the year under review. Hence, the CSR Provisions does not apply to the company.

RELATED PARTY TRANSACTIONS

No transactions were carried out between any of the related parties in the year under review.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps.

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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 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;

(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, 2015 and of the profit and loss of the Company for the year ended March 31, 2015;

(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.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Company has adopted most of the provisions of Clause 49 of the Listing agreement. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report.

DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Shareholders, Bankers and Regulatory Bodies.

For and on Behalf of the Board of Directors of Regency Trust Limited



Date: September 03, 2015 Director Director

---

Mar 31, 2014

Dear Members,

The with the Audited statement of Accounts of the Company for the year ended 31st March, 2014.

OPERATION DURING THE YEAR

The company''s operational activity was satisfactory.

FINANCIAL RESULTS

Your Company financial performance during the year 2013-14 is summarized below:

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Turnover 0.00 57.26

Expenses 8.45 58.28

Profit Before Tax (8.45) (1.02)

Provision for Taxation - -

Profit After Tax (8.45) (1.02)

1. OPERATIONS

The Company''s net Loss for the Financial Year ended March 31, 2014 stood at Rs. 8.45 lacs as against a net loss of Rs.1.02 lacs in the previous year.

2. DIVIDEND

The Board of directors express their inability to recommend any dividend on equity shares for the year ended March 31, 2014 due to absence of profit.

3. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit u/s. 58A of the Companies Act, 1956.

4. AUDITORS

M/s D. M. Oza & Associates, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. M/s D. M. Oza & Associates offer themselves for appointment as Statutory Auditor of the Company. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified u/s. 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. Your Directors recommend appointment of D. M. Oza & Associates as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

5. AUDITORS'' REPORT

The Auditors'' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

6. DIRECTORS

In accordance with the Companies Act, 1956, the additional directors appointed during the year shall be confirmed in the ensuing Annual General Meeting.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

8. PARTICULARS OF EMPLOYEES

The Company does not have any employee who is in receipt of remuneration aggregating to the sum prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that.

(i) In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures if any.

(ii) They have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit of the Company for the same period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the Annual Accounts on "GOING CONCERN" basis.

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Company has adopted most of the provisions of Clause 49 of the Listing agreement. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report.

11. ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Banks and other Agencies and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on Behalf of the Board of Directors of Regency Trust Limited

Date: September 02, 2014 Director Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2013.

OPERATION DURING THE YEAR

The company''s operational activity was satisfactory.

FINANCIAL RESULTS

Your Company financial performance during the year 2012-13 is summarized below:

(Rs. In Lacs)

Particulars 2012-2013 2011-2012

Turnover 57.26 64.18

Expenses 58.28 62.19

Profit Before Tax (1.02) 1.99

Provision for Taxation - 0.52

Profit After Tax (1.02) 1.47

1. OPERATIONS

The Company''s net Loss for the Financial Year ended March 31, 2013 stood at Rs.1.02 lacs as against a net profit of Rs.1.47 lacs in the previous year.

2. DIVIDEND

The Board of directors express their inability to recommend any dividend on equity shares for the year ended March 31, 2013 due to absence of profit.

3. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit u/s. 58A of the Companies Act, 1956.

4. AUDITORS

M/s. K.R Bind & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. M/s D. M. Oza & Associates offer themselves for appointment as new Statutory Auditor of the Company. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified u/s. 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. Your Directors recommend appointment of D. M. Oza & Associates. as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

5. AUDITORS'' REPORT

The Auditors'' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

6. DIRECTORS

In accordance with the Companies Act, 1956, the director liable to retire by rotation at the ensuring Annual General Meeting, retires by rotation and being eligible offer themselves for re-appointment.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

8. PARTICULARS OF EMPLOYEES

The Company does not have any employee who is in receipt of remuneration aggregating to the sum prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

(i) In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

(ii) They have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit of the Company for the same period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the Annual Accounts on “GOING CONCERN” basis.

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Company has adopted most of the provisions of Clause 49 of the Listing agreement. A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report.

11. ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Banks and other Agencies and Shareholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on Behalf of the Board of Directors of

Regency Trust Limited

Place: Kolkata Date: September 01, 2013 Director Director

---

Mar 31, 2012

To, The Members,

The Directors have pleasure in presenting the Annual Report together with the Audited statement of Accounts of the Company for the year ended 31st March, 2012.

OPERATION DURING THE YEAR

The company has a very good Operational activity during the year due to good market.

FINANCIAL RESULTS

Your Company financial performance during the year 2011-12 is summarized below:

(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Turnover 64.18 28.25

Expenses 62.19 25.00

Profit Before Tax 1.99 3.24

Provision for Taxation 0.52 Nil

Profit After Tax 1.47 3.24

1. OPERATIONS

The Company''s Net Profit for the Financial Year ended March 31, 2012 stood at Rs.1.47 lacs as against Rs.3.24 lacs in the previous year.

2. DIVIDEND

Your Directors have considered it prudent not to recommend any dividend on equity shares for the year ended March 31, 2012 in order to conserve the resources for future.

3. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit u/s. 58A of the Companies Act, 1956.

4. AUDITORS

M/s. Arun Jain & Associates., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. M/s. K.R Bind & Co. offer themselves for appointment as new Statutory Auditor of the Company. The Company has received confirmation that their appointment, if made, would be within the prescribed limit specified u/s. 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956. Your Directors recommend appointment of M/s. K R Bind & Co. as the Statutory Auditors of the Company for the current financial year and fixation of their remuneration.

5. AUDITORS''REPORT

The Auditors'' Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation.

6. DIRECTORS

In accordance with the Companies Act, 1956, the director liable to retire by rotation at the ensuring Annual General Meeting, retires by rotation and being eligible offer itself for re-appointment.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activities relating to conservation of energy and technology absorption. There are no foreign exchange transactions during the year.

8. PARTICULARS OF EMPLOYEES

The Company does not have any employee who is in receipt of remuneration aggregating to the sum prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s. 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

(i) In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any

(ii) They have selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and for the profit of the Company for the same period.

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the Annual Accounts on "GOING CONCERN" basis.

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the Company has adopted most of the provisions of Clause 49 of the Listing agreement. A report on Corporate Governance along with a certificate from

the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report are annexed to this report.

11. ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the assistance and co-operation received from Banks and other Agencies and Shareholders resulting in good performance during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the dedicated services rendered by Executives, staff and workers of the Company.

For and on Behalf of the Board of Directors of

Regency Trust Limited

Place: Kolkata

Date: September 01,2012 Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2010.

OPERATIONS DURING THE YEAR:

The company has a very good Operational activity during the year due to good market.

FINANCIAL RESULTS:

Amount (Rs. In Lacs)

Financial Results Years 2009-10 2008-09

Turnover 17.83 5.63

Expenses 16.53 15.84

Profit Before Tax 1.30 -10.21

Provision for tax 0.35 -

Profit after tax 0.95 -10-21

AUDITORS:

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s. ARUN JAIN & ASSOCIATES., Chartered Accountants have consented for continuation to act as the auditors of the Company, if re-appointed.

During the year, M/s K.N.GUTGUT1A & CO., Chartered Accountants, Kolkata have submitted in writing their unwillingness to the Board of Director for continue to be auditors of the company hence the Board of Directors have approached to M/s Arun Jain & Associates, Chartered Accountants, Kolkata and after receipt of their consent in writing, the Board convened an EGM on 29-10-2009 for seeking consent of share holders of the company.

PREFERENTIAL ALLOTMENT

The Company allotted 70,00,000 equity shares on preferential basis @ 14/- per share on 19-01-2010.

PUBLIC DEPOSITS :

During the year the company has not accepted any deposit u/s. 58A of the Companies Act, 1956.

DIRECTORS:

During the year Sunil Kajaria will retire by rotation at the ensuing A.G.M and being eligible, offer himself for re-appointment.

Apart from this Jikesh Shah & Naresh Rachchh were appointed as Directors of the Company due resignation of P. S. Chakraborty.

FOREIGN EXCHANGE EARNING AND EXPENDITURE:

• There were no Foreign Exchange transactions during the year.

PERSONNEL AND OTHER MATTERS:

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are not given as no employee was coming under the provisions set of section 217 (2A).

Since the Company does not own any manufacturing activity, the disclosure of information relating to conservation of energy and technology absorption to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

AUDIT COMMITTEE:

The Company has formed an Audit Committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements as stipulated u/s 292A of the Co. Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT :

The Directors confirm that in preparation of the annual accounts for the year ended March 31, 2010-

1. the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. they had selected such accounting policies and applied them consistently and made;

3. judgements and estimates that are reasonable and prudent had been taken 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 of the Company for that period;

4. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

5. they had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE:

A report on corporate governance is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of clause 49.

ACKNOWLEDGEMENTS:

The Directors thank the clients for the confidence reposed, which has enabled the Company in successfully achieving the satisfactory performance.

The Directors also thank the Companys bankers, lenders, the Government of India, the Securities and Exchange Board of India, the Reserve Bank of India and other statutory authorities for their continued support to the Company.

The Directors express their gratitude for the support and guidance received from its shareholders.

The" Directors also express their sincere thanks and appreciation to all the employees for their commendable teamwork, professionalism and contribution during the year.

BY ORDER OF THE BOARD OF DIRECTORS FOR Regency Trust Ltd. PLACE: KOLKATA DATE : 01-09-2010 Sd/-

Sunil Kajaria (CHAIRMAN)