Directors Report of Befound Movement Ltd.

Mar 31, 2024

1. FINANCIAL RESULTS

Your Company financial performance during the year 2023-24 is summarized below:

(Amount in Thousands)

Particulars	2023-24	2022-23
Income from operations	12300	13101.50
Other Income	0.00	0.00
Total Income	12,300	13101.50
Less: Expenses	11,740.63	17720.42
Profit/(Loss) Before Tax and Extraordinary Items	559.37	(4618.92)
Less: Extraordinary Items	0.00	0.00
Less: Taxation	165.32	0.00
Profit After Tax	394.05	(4618.92)
EPS (in Rs.)	0.04	(0.46)

2. FINANCIAL SUMMARY

The Company earned a Total Income of Rs. 12300 (in thousands) during the FY 2023-24,
as compared to the Total Income of Rs. 13101.50 (in thousands) earned in the previous
FY 2022-23. The Company''s Net profit for the Financial Year ended March 31, 2024
stood at 394.05 (in thousands) as against a Net loss of Rs. 4618.92 (in thousands) in the
previous year.

3. CHANGE IN NAME OF THE COMPANY

On January 2, 2024 the approval of the shareholders was sought by way of Postal Ballot
for Change in name of the company from "REGENCY TRUST LIMITED" to "BEFOUND
MOVEMENT LIMITED" approved by ROC and yet be changed on BSE portal.

4. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

On January 2, 2024 the approval of the shareholders was sought by way of Postal Ballot
for Shifting of Registered Office of the Company from the State of West Bengal to the
State of Maharashtra and consequent alteration to the situation Clause of the
Memorandum of Association of the Company application is yet to be implemented.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there is no change in nature of business of the
Company.

6. TRANSFER TO RESERVES

No amount is transferred to reserves by the company.

7. CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 10,00,00,000/- and the paid-up
share capital of the Company is Rs. 1,00,00,000/-.

The Company has not issued any kind of shares or securities during the financial year
under review. Therefore, there was no change in the share capital of the Company
during the financial year under review.

8. DIVIDEND

With a view to strengthening the financial position of the Company, your Board have
not recommended any dividend for the Financial Year 2023-24.

9. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from public nor during the
previous financial year.

10. 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.

11. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

12. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

The Company has not issued any debenture, bonds or non-convertible securities.

13. STATUTORY AUDITORS

Pursuant to section 139 of the Companies Act, 2013 M/s. L K Ajmera & Associates
Chartered Accountants appointed as 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.

14. INTERNAL AUDITOR

In the Board Meeting held on August 31, 2023, Ms. Ankita Agawane, Internal Auditor of
the company has 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.

15. 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).

16. COST AUDITOR REPORT AND COST RECORD

Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.

17. 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 2023-2024.

Further, the Board of Directors in their Board Meeting held on May 28, 2024 have re¬
appointed MNB & Co. LLP Secretarial Auditor for a further period of 3 years from F.Y
2024-2025 upto F.Y 2026-2027.

The Secretarial Audit Report (MR-3) for the Financial Year 2023-2024 forms part of the
Annual Report and attached herewith as Annexure- VI.

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.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12)
OF SECTION 143

There are no frauds reported by the Statutory Auditors of the Company under Section
143 (12).

19. 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, Mr. Ashok Surji Gangar (DIN: 06417144) has not attended
any Board Meeting during the Financial Year 2023-24 and has been disqualified to act as
Director of the Company.

20. ANNUAL RETURN

The Annual Return for the Financial year ended March 31, 2024 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.regencytrust.co.in/index.html

21. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

As on March 31, 2024 the Company does not have any subsidiary, associate or joint
venture.

22. 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.

23. 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.regencytrust.co.in/index.html

24. 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.

25. RELATED PARTY TRANSACTIONS

The company has borrowed interest free loan from its directors. 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 as Form AOC-2 in Annexure- I.

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.regencytrust.co.in/index.html

26. RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management.

27. 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.regencytrust.co.in/index.html

28. MEETING OF BOARD OF DIRECTORS

Details of meeting of the board of directors is annexed.

29. 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 IV.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report is annexed as Annexure V.

31. 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.

32. 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.

33. 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.

34. 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.

35. 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

36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR

Material changes subsequent to the end of the financial year are disclosed herein above.

37. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR

Material developments subsequent to the end of the financial year are disclosed herein
above.

38. 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.

39. 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, 2024, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

40. 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.

41. 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

42. NOMINATION AND REMUNERATION POLICY

An extract of the Company''s policy relating to directors appointment, payment of
remuneration and discharge of their duties. The web link to the Nomination and
Remuneration Policy is as under: https://www.regencytrust.co.in/index.html

43. 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. The same is annexed herewith as Annexure- III.

44. 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.

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company had constituted an Internal
Complaints Committee for prevention and redressal of complaints of sexual harassment
against women. Mr. Ashok Gangar ceased to be director with effect from May 28, 2024
and hence the sexual harassment committee is re-constituted. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending as on end of the financial year - NIL

46. 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).

47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls besides timely statutory audit
and limited reviews of performance taking place periodically.

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, 2024 and of the
profit for the Company for the year ended March 31, 2024;

(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. REGISTRATION WITH INDEPENDENT DIRECTORS'' DATABANK

The Independent directors of the company are yet to be registered with Independent
Director databank.

50. ACKNOWLEDGEMENT

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

For Befound Movement Limited
(Formerly known as Regency Trust Limited)

Rajesh Kapoor Rohit Vijay Thorve

Place: Mumbai Managing Director and CFO Director

Date: September 05, 2024 DIN: 02757121 DIN: 07116102

---

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)