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Directors Report of Regal Entertainment & Consultants Ltd.
Mar 31, 2025
Your Board of Directors ("Board") are pleased in presenting their 33rd (Thirty Third) Director''s
Report together with the Audited Financial Statements and the Auditor''s Report of your
Company, for the Financial Year ended 31st March, 2025.
Financial Results
The Company''s financial performance, for the Financial Year ended 31st March 2025, and
corresponding figures of FY ended 31st March 2024 are summarized below:
(Rs. in Lakhs)
|
Particulars |
For the year ended |
For the year ended |
|
March 31, 2025 |
March 31, 2024 |
|
|
Income from operation |
96.17 |
8.66 |
|
Less: Other Expenses |
(26.80) |
(8.42) |
|
Profit/Loss Before tax |
69.37 |
0.24 |
|
Less: Deferred Tax Liability |
(0.03) |
(0.03) |
|
Less: Current Tax Expense |
(17.46) |
(0.06) |
|
Profit/Loss after tax |
51.88 |
0.15 |
|
Add: Profit brought forward from last year |
(134.25) |
(134.40) |
|
Profit available for Appropriation |
(82.37) |
(134.25) |
|
Appropriations |
||
|
Balance Carried Forward |
(82.37) |
(134.25) |
Operations and Outlook
There has been no change in the nature of the business of the Company. The total income from
operation as at the financial year end was Rs. 96.17 Lakhs as against a total income of Rs. 8.66 Lakhs
in the last year and the company earneda Profit of Rs. 51.88 Lakhs as against a Profit of Rs. 0.15
Lakhs in the last year. Your Company does not have any Holding, Subsidiary or Associate
Company.
DIVIDEND
In order to conserve resources, your directors have not recommended any dividend for the FY
ended 31st March, 2025.
TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves during the Financial Year 2024-25.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from the public.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (''IND AS'') and accordingly, the
financial statements for the year 2024-25 have been prepared in accordance with IND-AS,
prescribed under Section 133 of the Act, read with the relevant rules issued there under and the
other recognised accounting practices and policies to the extent applicable.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2023-24 in Form MGT-7 pursuant to
Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, is not available on the website of the Company
at www.https:/ / www.regal-consultants.com/.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors of the Company, to
the best of its knowledge and ability, hereby confirm that:
1. In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed and there is no material departure
from the same;
2. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company as of March 31, 2025, and of the profit of the
Company for the year ended on that date;
3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts on a going concern basis;
5. The Director have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively
during the financial year ended March 31, 2025; and
6. The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively
during the financial year ended March 31, 2025.
CORPORATE GOVERNANCE
In view of the paid-up equity share capital of the company is not exceeding Rs. 10 crores and net
worth not exceeding Rs. 25 Crores as on the last day of the previous financial year, the
compliance with Corporate Governance provisions is not applicable to the company as per
Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
We have also enclosed the certificate from the Practising Company Secretary on the non¬
applicability of the corporate governance certificate.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS
REPORT
There are no material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate and on
the date of this report. During the year under review, the Company has been suspended by BSE
Limited on grounds of non-compliance. However, Company has applied for revocation of
suspension.
"IMPLEMENTATION OF CIRCULAR ISSUED BY THE MINISTRY OF CORPORATE
AFFAIRS ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE"
In accordance with the MCA and SEBI Circulars and to ensure compliance of Green Initiative,
your Company has sent various documents including Notice of the 33rd AGM, Audited Financial
Statements, Directors'' Report, Auditors'' Report for the F.Y. 2024-25 etc. to its Shareholders only
in electronic form, at the e-mail addresses provided/registered by members and made available
to us by the Depositories (NSDL/CDSL). The members are advised to update by registering
changes, if any, in their e-mail address, with the concerned Depository Participant. Your
Company shall also display full text of Notice of 33rd AGM & Annual Report 2024-25 at its
website https://regal-consultants.com/. Your Company looks forward towards active
participation of Shareholders in this "Green Initiative" and requests all Shareholders, who have
not so far supplied their e-mail addresses, to give the same at the earliest. There will be no
dispatch by Post of Notice of 33rd AGM and Annual Report 2024-25 to Shareholders having no
email IDs in compliance with Circulars of MCA and SEBI.
CHANGE IN NATURE OF BUSINESS:
There was no other change in the nature of business of the Company during the Financial Year
ended March 31, 2025.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
During the year under review, the registered office of the Company was shifted from 1402, La
serena, JP Road, Andheri west, Mumbai 400 058 to 419D Fourth Floor Horniman Circle Chambers
(Podar Chambers) Syed Abdullah Brelvi Marg, Fort Mumbai, Maharashtra 400001 India with
effect from 14th November 2024. The change was carried out in compliance with the applicable
provisions of the Companies Act, 2013, and necessary filings were made with the Registrar of
Companies.
SHARE CAPITAL:
During the Financial Year 2024-25, there was a change in the Authorized Share Capital of your
Company. The Authorized Share Capital as of March 31, 2025, of your Company was Rs.
9.00. 00.000 (Rupees Nine crore only) divided into 50,00,000 equity shares of Rs. 10 each and
40.00. 000 preference shares of Rs. 10 each. The Paid-up Equity Share Capital as of March 31, 2025,
of your Company was Rs. 3,07,21,000 (Three Crores Seven Lakhs Twenty-one Thousand Rupees)
Equity Shares of Rs. 10 each.
CHANGES IN SHARE CAPITAL:
There was no change in the Share Capital of your company during the Financial Year 2024-25.
Disclosure Regarding Issues of Equity Shares with Differential Rights:
Your Company has not issued any equity shares with differential rights during the year under
review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital
and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding Issues of Employee Stock Options:
Your Company has not provided any Stock Option Scheme to the employees during the year
under review and hence no information as per the provisions of Rule 12(9) of the Companies
(Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Sweat Equity Shares:
Your Company has not issued Sweat Equity Shares during the year under review and hence
information as per provisions of Section 54 read with its Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Private Placement Issue:
Your Company has not offered and allotted any shares on a Private Placement Basis during the
Financial Year under review and hence information as per provisions of Section 42 read with its
Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 has been furnished
as mentioned below: -
Disclosure Regarding the Issues of Right Issue:
Your Company has not raised funds through further issuance of Equity Shares as per provisions
of Section 62(1)(a) read with its Rule of the Companies (Share Capital and Debenture) Rules, 2014
during the Financial Year under review to the existing shareholders and in the interest of all
concerned. Details of the allotments are mentioned below: -
Disclosures in Respect of Voting Rights not directly exercised by Employees:
There are no shares held by trustees for the benefit of employees and hence no disclosure under
Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Bonus Shares:
Your Company has not issued any Bonus Shares during the year under review and hence no
information as per provisions of Rule 14 of the Companies (Share Capital and Debenture) Rules,
2014 has been furnished.
MANAGEMENT DISCUSSION AND ANALYSIS
A brief note on management discussion and analysis is annexed which forms part of the
Directors Report and has been prepared in accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment for all its
employees and has a zero-tolerance approach towards sexual harassment at workplace.
During the financial year 2024-25, the Company has not received any complaint of sexual
harassment.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into by the Company with its related parties, during the Financial Year
2024-25, were in the ordinary course of business and at an arm''s length basis. The details of the
Related Party Transactions are set out in the Notes to Financial Statements forming part of this
Annual Report.
Further, the Related Party Transactions undertaken by the Company were in compliance with
the provisions set out in the Companies Act, 2013, read with the Rules made there under and
relevant provisions of Listing Regulations.
Your Company has in place adequate internal financial controls with reference to financial
statements.
PUBLIC DEPOSITS
Your Company has not invited/ accepted any deposits under Section 73 & 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as
such, no amount of principal or interest was outstanding as on the Balance Sheet date on this
account.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of the Company Secretaries of India (ICSI)
and such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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. There are
no employee drawing remuneration in excess of the limits set out in the said rules.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below.
1. The ratio of the remuneration of each director to the median remuneration of the employees
of the Company for the financial year:
|
Name |
Designation |
Remuneration paid |
Times per Median of |
|
Shreyash Vinodkumar |
Managing Director |
NIL |
NIL |
2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year;-
|
Name |
% Change |
|
Shreyash Vinodkumar Chaturvedi, Managing Director |
Nil |
|
Satbir Singh, Executive director, (Ceased w.e.f 25th March |
Nil |
|
Vineet Kharkwal, Company Secretary & Compliance Officer |
Nil |
3. The percentage increase in the median remuneration of employees in the financial year - NIL
4. The permanent employees on the rolls of the Company - 5
5. There is no increase in managerial remuneration during the year whereas in median
Remuneration of the employee increased by NIL
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Securities and Exchange Board of India (SEBI), in May 2021,
introduced new sustainability-related reporting requirements in the form of the Business
Responsibility and Sustainability Report (BRSR). The BRSR marks a significant shift from the
earlier Business Responsibility Report, providing a more comprehensive framework for
companies to disclose their initiatives in the areas of Environment, Social, and Governance (ESG).
SEBI has mandated that the top 1,000 listed companies, based on market capitalisation, transition
to filing BRSR from the financial year 2024-25 onwards.
As the Company does not fall within the top 1,000 listed entities by market capitalisation,
submission of the BRSR is not applicable to the Company for the current reporting period.
AUDITORS AND AUDITOR''S REPORT
STATUTORY AUDITOR
Pursuant to the provisions of sections 139 and 141 of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, M/ s. DBS & Associates, LLP, Chartered Accountants
(Firm Registration No. 081627N) was appointed as Statutory Auditors for a period of 5 years in
the 28th AGM held on 30th December 2020.
The Notes on the financial statement referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments. The Auditors'' Report contains few qualifications,
reservation or adverse remarks.
AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERETO
The replies to the observation of the Statutory Auditor and Secretarial Auditor for the Financial
Year 2023-24 are given as Annexure to the Report.
SECRETARIAL AUDITOR
The Board has appointed M/ s Palak Desai, Practicing Company Secretary, to conduct a
Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial
year ended March 31, 2025, is annexed herewith marked as Annexure I to this Report.
During the year under review, there was a delay in the submission of various disclosures and
compliances to the Stock Exchange, which has been reported by the secretarial auditor. The
Company clarified, as annexed to the Director''s report.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Board of Directors has appointed M/ s Nitin Bhatia and Associates,
Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit
for the financial year 2025-26. The Internal Auditors report their findings to the Audit Committee
and the Board, along with recommendations for improvement in the systems and processes of
the Company.
COST AUDITORS
Your Company has not fallen under section 148 and read with its rules made there under
Companies Act 2013, Therefore, no need to appoint the Cost Auditor and its related Compliance.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR, IN THEIR
REPORT-
STATUTORY AUDITORS REPORT
The Statutory Auditor report is self-explanatory, and qualification/reservation/ adverse remark
made in the auditors report on the financial statements of the Company. ( Please refer to Audited
Report)
FRAUD REPORTED BY AUDITORS
The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any fraud
during FY 2024-25 as specified under second proviso of Section 143(12) of the Companies Act,
2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force).
CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
1. Qualification: - The Board of Directors of your company has formulated the job description for
the posts of MD and other Functional Director. The selection of Full-time Directors is done by the
Nomination and Remuneration Committee on the basis of such criteria.
2. Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies Act the
Directors are expected to demonstrate high standards of ethical behavior, communication skills
and independent judgment. The Directors are also expected to abide by the respective code of
conduct as applicable to them.
3. Independence: - A Director is considered as independent if he/ she meets the criteria laid down
in Section 149(6) of the Act, the Rules framed thereunder and Regulations 16(1)(b) of the Listing
Regulations.
INDEPENDENT DIRECTOR
Your Company is listed NBFC Company, all directors are appointed by the Board based on
recommendations given by the Nomination and Remuneration Committee, subject to the
approval of the Shareholders.
As of date 31.03.2025, Regal has Three (3) Independent Directors on the Board of the Company.
1. Mr. Sudeb Sarbadhikary
2. Mr. Mehul Velyibhai Jayant Patel (Ceased w.e.f 22nd April 2025)
3. Mr. Manish Chaturvedi (Ceased w.e.f 15th October 2024)
4. Mr. Gurvinder Singh
5. Mrs. Barkha Chhabra
All the Independent Directors has made declaration that criteria of independence as specified
under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015 has been complied with Pursuant to Part (c)(2)(i) of Schedule V of SEBI (LODR)
Regulations 2015, the Board of directors of your Company in its meeting held on 29.05.2025 also
gave its confirmation that the Independent Director fulfill the conditions specified in SEBI
(LODR) Regulations and are independent of the Management.
The Sitting fees paid to the Independent Directors during the Financial Year 2024-25 is as under:
|
No |
Name Of the Independent Director |
Sitting fees |
|||||
|
Board Meeting s |
Committee Meetings |
Total Amount in Rupees |
|||||
|
Audit Commi ttee |
Nomination & Remunerati on Committee |
Stakeholde r Relationsh ip Committee |
Enterprise Risk Managem ent Committe e |
||||
|
1. |
Mr. Sudeb |
1000 |
1000 |
1000 |
1000 |
1000 |
5000 |
|
2. |
Mr. Mehul |
Nil |
Nil |
NA |
NA |
NA |
Nil |
|
3. |
Mr. Manish |
Nil |
Nil |
NA |
NA |
NA |
Nil |
|
4 |
Mr. Gurvinder Singh |
3000 |
2000 |
1000 |
1000 |
NA |
7000 |
|
5. |
Mrs. Barkha |
1000 |
1000 |
1000 |
NA |
NA |
3000 |
MEETING OF INDEPENDENT DIRECTORS
No separate meeting of Independent Directors of the Company without the presence of the
Functional Directors & the Management Representatives was held during FY 2024-25 as required
under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation
25 (3) of the SEBI (LODR) Regulations, 2015.
LISTING
The equity shares of the company are listed at BSE Ltd and the listing fee for the Financial Year
2025-26 has not been paid to the concerned Stock Exchange, as the trading is suspended and the
Company is under process of revocation of suspension.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March, 2025, the Company had (4) Directors consisting of (3) Independent Directors
and one (1) Managing Director on its Board and (3) KMPs.
During the year under review, the following changes took place:
1. Mr. Mehul Velyibhai Jayant Patel resigned as an independent director on 22nd April 2025, as
Additional Independent (Non-Executive) Director w.e.f. 30/05/2022 .
2. Mr. Shreyash Vinodkumar Chaturvedi was re-appointed as Managing Director w.e.f.
30/05/2022.
3. Mr. Sudeb Sarbadhikary was appointed as Additional Independent (Non-Executive) Director
w.e.f. 30/05/2017.
4. Mr. Manish Chaturvedi resigned as an Additional Independent (Non-Executive) Director w.e.f
15.10.2024.
5. Mr. Satbir Singh resigned as an Executive Director w.e.f 25.03.2025.
6. Mr. Gurvinder Singh has been appointed as Independent (Non-Executive) Director w.e.f 1st
December 2024.
7. Mrs. Barkha Chhabra has been appointed as Independent (Non-Executive) Director w.e.f 03rd
December 2024.
On the basis of the written representations received from the Directors, none of the Directors of
the Company are disqualified under Section 164 (2) of the Act.
Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel
(KMP) of your Company as on 31.03.2025 are:
1. Mr. Shreyash Vinodkumar Chaturvedi was appointed as Chief Finance Officer (CFO)
w.e.f. 30th May 2022.
2. Mr. Ravinder Vasaist has been appointed as Principal Officer w.e.f 01st September 2024.
3. Mr. Vineet Kharkwal has been appointed as Company Secretary & Compliance Officer
w.e.f 1st October 2024.
RETIREMENT OF DIRECTORS BY ROTATION
In accordance with the provisions of Section 152, 160 and other applicable provisions, if any, of
the Companies Act, 2013, and Articles of Association of the Company Mr. Shreyash Chaturvedi
(DIN- 06393031) who is liable to retires by rotation at the 33rd Annual General Meeting to be held
on Tuesday, 23rd September 2025 and being eligible, offer themselves for reappointment. Brief
particulars of directors seeking re-appointment together with their Directorships in other
Companies and Committee Memberships, have been given in the Annexure to the Notice of 33rd
Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and
Secretarial Standards 2 issued by ICSI.
COMPOSITION OF THE BOARD
As required under the Act and SEBI (LODR) Regulations, 2015, your Company has constituted
following Board Level Committees.
Details of the Board Level Committee as on 31.03.2025 are given below :-
1. Audit Committee.
2. Nomination & Remuneration Committee.
3. Stakeholders Relationship Committee.
4. Enterprises Risk Management Committee
The compositions, powers, roles, terms of reference, etc. and no. of meeting held of relevant
Committees are as per the requirements of the applicable laws.
1. AUDIT COMMITTEE
The Board has established a qualified and independent Audit Committee in compliance with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR)
Regulations, 2015. The Composition and Term of Reference of the Committee are in conformity
with the said provisions.
TERMS OF REFERENCE OF AUDIT COMMITTEE
The terms of reference of the Audit Committee covers the areas mentioned in Section 177 of the
Companies Act, 2013, Regulation 18 read with Part C of Schedule II to the SEBI (LODR)
Regulations, 2015 and Para 94.1 of Chapter XI (Governance Guidelines) of Master Direction -
Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions,
2023. The terms of reference of the Audit Committee, inter-alia is as follows:
1. Overseeing the Company''s financial reporting process and disclosure of financial information
to ensure that the financial statements are correct, sufficient and credible.
2. Reviewing with Management the Quarterly and Annual Financial Statements alongwith
related party transactions, if any, before submission to the Board.
3. Approval or any subsequent modification of transactions of the Company with related parties.
4. Reviewing with the Management and Statutory and Internal Auditors, the adequacy of internal
control systems.
5. Discussion with Internal Auditors on Annual Internal Audit Program, Significant Audit
Findings and follow up on such issues.
6. Discussion with Statutory Auditors before the audit commences on the nature and scope of
audit, as well as having post-audit discussion to ascertain any area of concern.
7. Reviewing the Company''s financial and risk management policies. - Evaluation of internal
financial controls and risk management systems.
8. Reviewing with the Management, the observations / comments / assurances of Statutory
Auditors and the Comptroller & Auditor General of India (CAG).
9. Review with the Management, the follow-up action taken on the recommendations of the
Parliamentary Committee on Public Undertaking (CoPU), if any.
10. Review of Cost Audit Report.
11. To examine, decide and deal with all issues relating to Ethics in the Company.
12. Review of functioning of Whistle Blower Policy.
13. Carrying out any other function as may be referred to the Committee by the Board.
The Audit Committee was reconstituted and adopted on 01/02/2025. All the recommendations
made by the Audit Committee were accepted by the Board.
The constitution of the Audit Committee is as follows:-
|
S.No |
NAME OF |
CATEGORY(CHAIRPERSON/ |
DATE OF |
|
COMMITTEE |
EXECUTIVE/NONEXECUTIVE |
APPOINTMENT/ |
|
|
MEMBERS |
/INDEPENDENT /NOMINEE) |
CESSATION |
|
|
1. |
Mr. Manish Chaturvedi |
Chairperson (Independent |
Cessation w.e.f |
|
Director) |
15.10.2024 |
||
|
2. |
Mr. Gurvinder Singh |
Chairperson (Independent |
01.02.2025 |
|
3. |
Mr. Shreyash |
Member (Managing Director & |
21.04.2025 |
|
Chaturvedi |
|||
|
4. |
Mr. Sudeb |
Member (Independent Director) |
01.02.2025 |
|
Sarbadhikary |
|||
|
5. |
Mrs. Barkha Chhabra |
Member (Independent Woman |
01.02.2025 |
During the Financial Year 2024-25, a total of 05 meetings of the Audit Committee were held and
the gap between two meetings did not exceed one hundred and twenty days. The necessary
quorum was present in all the meetings as per the Companies Act 2013. The minutes of the
meetings of all the Board and Committees are circulated to all the Directors after incorporating
the comments of the Directors.( If any).
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
|
S.no |
Number of |
Date of Audit Committee |
No. of Members Attended |
|
1. |
1 |
May 31, 2024 |
3/3 |
|
2. |
2 |
August 14, 2024 |
3/3 |
|
3. |
3 |
November 14, 2024 |
2/2 |
|
4. |
4 |
December 2, 2024 |
2/2 |
|
5. |
5 |
February 14, 2025 |
4/4 |
2. NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) has been constituted by the Board in
compliance with the requirements of Section 178(1) of the Companies Act, 2013, Regulation 19 of
the SEBI (LODR) Regulations, 2015 and Para 94.2 of Chapter XI (Governance Guidelines) of
Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 The Composition and Term of Reference of the Committee are in
conformity with the said provisions
The Nomination And Remuneration Committee was reconstituted and adopted on 01/02/2025,
22.04.2025 and 29.05.2025. All the recommendations made by the Nomination And Remuneration
Committee were accepted by the Board.
The constitution of the Nomination And Remuneration Committee is as follows:-
|
S.no |
NAME OF MEMBERS |
CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT /NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
|
1. |
Mr. Gurvinder |
Chairman (Independent Director) |
01.02.2025 |
|
2. |
Mrs. Barkha |
Member (Independent Woman Director) |
01.02.2025 |
|
3. |
Mr. Mehul |
Member (Independent Director) |
Ceased w.e.f |
|
4. |
Mr. Sudeb |
Member (Independent Director) |
22.04.2025 |
One meeting of the Nomination & Remuneration Committee was held during the Financial Year
2024-25. Necessary quorum was present in the meeting of the Committee. The minutes of the
meetings of the Committee are placed before and noted by the Board. During the year, all
recommendations of the Committee were accepted by the Board.
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
|
S.no |
Number of Nomination Remuneration Committee Meeting |
Date of Nomination |
No. of Members Attended |
|
1. |
1 |
February 14, 2025 |
3/4 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders'' Relationship Committee has been constituted by the Board in compliance with
the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI
(LODR) Regulations, 2015. The Composition and Term of Reference of the Committee are in
conformity with the said provisions.
Terms of Reference of Stakeholder Relationship Committee
The terms of reference of the Stakeholders Relationship Committee (SRC) covers the areas
mentioned in Section 178 (5) of the Companies Act, 2013 and Regulation 20 read with Part D (B)
of Schedule II to the SEBI (LODR) Regulations, 2015. The terms of reference of the SRC, inter-alia
are as follows:
1. Resolving the grievances of the security holders of the listed entity including complaints related
to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of new/ duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholder.
3. Review of adherence to the service standards adapted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual
reports notices by the shareholders of the Company.
5. Such other matter as may be specified by the Board from time to time.
6. Any other matter as prescribed by the Companies Act, 2013 & rules made thereunder, and SEBI
(LODR) Regulations, 2015 or such other regulations prescribed by the SEBI from time to time.
The Stakeholders Relationship Committee was reconstituted and adopted on 01/02/2025,
22.04.2025, and 29.05.2025. All the recommendations made by the Stakeholders Relationship
Committee were accepted by the Board.
|
S.no |
NAME OF MEMBERS |
CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT /NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
|
1. |
Mr. Mehul |
Chairman (Independent Director) |
Ceased w.e.f |
|
2. |
Mr. Sudeb |
Chairman (Independent Director) |
22.04.2025 |
|
3. |
Mr. Gurvinder |
Member (Independent Director) |
01.02.2025 |
|
4. |
Mr. Shreyash |
Member (Managing Director & CFO) |
01.02.2025 |
One meeting of the Stakeholders Relationship Committee was held during the Financial Year
2024-25. Necessary quorum was present in the meeting of the Committee. The minutes of the
meetings of the Committee are placed before and noted by the Board. During the year, all
recommendations of the Committee were accepted by the Board
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
|
S.no |
Number |
of |
Date of |
Stakeholders |
No. of Members Attended |
|
Stakeholders |
Relationship |
Committee |
|||
|
Relationship |
Meeting |
|
Committee Meeting |
|||
|
1. |
1 |
February 14, 2025 |
3/4 |
ENTERPRISE RISK MANAGEMENT COMMITTEE
The Enterprise Risk Management Committee of the Company is constituted in line with the
provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015 and Para 39 of Chapter VI
(Governance Guidelines) of Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation) Directions, 2023. The Composition and Term
of Reference of the Committee are in conformity with the said provisions.
Terms of Reference of Enterprise Risk Management Committee
The Enterprise Risk Management Committee of the Board of Directors has been entrusted with
the responsibility to assist the Board in overseeing and approving the Company''s risk
management framework. The Company has a comprehensive Enterprise Risk Management
Policy (ERM Policy) detailing the risks that the Company faces under various categories like
Market/Competition Risk, Policy and Regulation Risk and Regulatory Compliance Risk,
Technology Risk/Quality of Service Risk, Operational Risk, Ongoing Concern Risk, Internal
Control Failures and Integrity of Financial Information Risk, Information Technology & Systems
b Security Risk, Disaster and Business Continuity Risk, Greater Transparency and Entity Level
Ethical & Governance Risk and other risks and these have been identified and suitable mitigation
measures have also been formulated. The functions of the Enterprises Risk Management
Committee shall inter-alia includes cyber security. The Enterprises Risk Management Committee
reviews the key risks faced by the Company and its mitigation measures periodically.
The Enterprise Risk Management Committee was reconstituted and adopted on 01/02/2025,
22.04.2025, and 29.05.2025. All the recommendations made by the Enterprise Risk Management
Committee were accepted by the Board.
|
S.no |
NAME OF MEMBERS |
CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT /NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
|
1. |
Mr. Shreyash |
Chairman (Managing Director & CFO) |
01.02.2025 |
|
2. |
Mr. Satbir Singh |
Member (Vice President) |
22.04.2025 |
|
3. |
Mr. Gurvinder |
Member (Independent Director) |
01.02.2025 |
|
4. |
Mr. Mehul |
Member (Independent Director) |
Ceased w.e.f |
During the Financial Year 2024-25, a total of 01 meetings of the Enterprise Risk Committee were
held and the gap between two meetings did not exceed two hundred and ten days. The necessary
quorum was present in all the meetings as per the Companies Act 2013. The minutes of the
meetings of the Committee are placed before and noted by the Board. During the year, all
recommendations of the Committee were accepted by the Board
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
|
S.no |
Number of |
Date of Enterprise Risk |
No. of Members Attended |
|
1. |
1 |
February 14, 2025 |
3/4 |
NUMBER OF MEETINGS OF THE BOARD:
The Company holds regular Board Meetings as per the provisions of the Companies Act, 2013
and adheres to the Secretarial Standards on the Board & Committee Meetings as prescribed by
The Institute of Company Secretary of India (ICSI). The Board has complete access to all
information of the Company. The Company Secretary, after getting approval from the Managing
Director, sends a written notice of each Board Meeting to each Director. The agenda papers
containing all necessary information/documents are available to the Board/Committee
Members in advance to enable them to discharge their responsibilities effectively and take
informed decisions. The information as specified in the SEBI (LODR) Regulations, 2015 is
regularly made available to the Board, whenever applicable, for discussion & consideration.
Directors can suggest inclusion of any item(s) in the agenda at the Board meeting. The agenda is
placed before the Board inter alia includes the information as mentioned in Schedule II Part A of
SEBI (LODR) Regulations, 2015. During the Financial Year 2024-25, a total of 07 meetings of the
Board were held and the gap between two meetings did not exceed one hundred and twenty
days. The necessary quorum was present in all the meetings as per the Companies Act 2013. The
minutes of the meetings of all the Board and Committees are circulated to all the Directors after
incorporating the comments of the Directors.
Seven meetings of the Board of Directors were held during the financial year from April 01, 2024
to March 31, 2025. The dates on which the meetings were held are as follows: -
|
S.no |
Number of Board meetings |
Date of Board meeting |
|
1. |
1 |
May 31, 2024 |
|
2. |
2 |
August 14, 2024 |
|
3. |
3 |
November 05, 2024 |
|
4. |
4 |
November 14, 2024 |
|
5. |
5 |
December 2, 2024 |
|
6. |
6 |
December 07, 2024 |
|
7. |
7 |
February 14, 2025 |
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS DURING THE FINANCIAL
YEAR 2024-25 AND IN THE LAST ANNUAL GENERAL MEETING (32«d AGM HELD ON
31.12.2024).
The details of attendance of directors at the board meetings during the financial year 2024-25 and
in the last Annual General Meeting (32nd AGM held on 31.12.2024) as mentioned below: -
|
SL. NO |
NAME OF DIRECTORS |
NO. OF BOARD |
PERCENT |
ATTENDANCE |
REMARKS |
|
|
HELD DURI NG THEIR TENU RE |
ATTENDE |
|||||
|
1. |
Mr. Shreyash Vinodkumar Chaturvedi |
7 |
7 |
100% |
Yes |
|
|
2. |
Mr. Sudeb |
7 |
7 |
100% |
NO |
|
|
3. |
Mr. Mehul |
7 |
6 |
86% |
NO |
(Ceased |
|
4. |
Mr. Manish |
2 |
2 |
100% |
NA |
(Ceased |
|
5. |
Mr. Gurvinder Singh |
3 |
3 |
100% |
Yes |
|
|
6. |
Mrs. Barkha |
1 |
1 |
100% |
Yes |
|
|
7. |
Mr. Satbir |
4 |
4 |
100% |
Yes |
Ceased to be |
DECLARATION RECEIVED FROM DIRECTORS AS ON 31.03.2025
a. None of the Directors of the Company are related to each other and there are no inter-se
relationships between the Directors.
b. None of the Directors hold equity shares in the Company, except Mr. Shreyash Vinodkumar
Chaturvedi, who has been holding 10,77,781 equity shares of the Company. The Company has
not issued any convertible instruments.
c. None of the Directors on the Board is a Director in more than 7 listed entities.
d. None of the Non-Executive Directors is an Independent Director in more than 7 listed entities
as required under the SEBI (LODR) Regulations, 2015. Further, MD do not serve as Independent
Directors in any listed company.
e. None of the Directors held Directorships in more than 20 Indian Companies, with more than
10 Public Limited Companies.
f. None of the Directors on the Board is a member of more than 10 Committees or Chairman of 5
Committees (Committees being Audit Committee and Stakeholder Relationship Committee)
across all Public Companies in India, in which he/ she is a director.
g. All Directors are in compliance with the limit on Directorships/Independent Directorships of
Listed Companies as prescribed under Regulation 17A of the SEBI (LODR) Regulations, 2015.
Necessary disclosures i.e., Form MBP-1 i.e., Notice of Interest by Director pursuant to Section
184(1) of Companies Act, 2013 and Rule 9 (1) of Companies (Meeting of Board and its Power)
Rule 2014 have been obtained from all the directors. Also, Certificate pursuant to Regulation 26(3)
of SEBI (LODR) Regulations, 2015 regarding Membership/Chairmanship of Board Level
Committee for the Financial Year 2024-25 has been taken from all the directors.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL:
Your Company has not received any significant or material ones passed by any regulatory
Authority, Court or Tribunal which shall impact the going concern status and Company''s
operations in future.
DETAILS OF SUBSIDIARIES, TOINT VENTURES AND ASSOCIATES:
Your Company does not have any its Subsidiaries, Joint Venture or Associate companies of the
Company.
RISK MANAGEMENT:
Risk management has always been an integral part of the Company and for this purpose the
company has been for years implementing a risk management policy. The Company has
implemented an effective and meaningful system in place to safeguard the interest of the
company. The main objectives of this policy are:
a. Manage the risk without adversely impacting the normal business and its growth.
b. Enable sustained business performance.
c. Lesser impact on the company''s finances.
d. Be compliant to the relevant requirements of the Exchanges/ Regulators.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors on the basis of various aspects / criteria of board/ Committee Governance.
The criteria & aspects covered in the evaluation included knowledge to perform the role, level
of oversight, performance of duties and the fulfilment of Directors'' obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and Committee
meeting.
Further, the Independent Directors at their meeting, reviewed the performance of Board,
Chairman of the Board and of Non-Executive Directors.
TRAINING OF INDEPENDENT DIRECTORS/ FAMILIARISATION PROGRAMMES
Whenever new Non-executive and Independent Directors are inducted in the Board they are
introduced to our Company''s'' Organization structure, our business, constitution, board
procedures and management strategy. They are provided with Company annual reports,
financials etc.
DISCLOSURES
VIGIL MECHANISM
The Company''s whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated for
securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior etc.
and to enable to voice/ address bonafide concern of malpractice, deviation from the policies of
the Company internallyin an effective and systematic manner after its discovery.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s
website at https://www.regal-consultants.com/ .
CODE FOR FAIR DISCLOSURE, INTERNAL PROCEDURES AND CONDUCT FOR
REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements ofthe SEBI (Prohibition of Insider Trading) Regulation, 2015, The Insider Trading
Policy of the Companylays down guidelines and procedures to be followed, and disclosures to
be made while dealing with shares of the Company, as well as the consequences of violation.
The policy has been formulated to regulate, monitor and ensure reporting of deals by employees
and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosureof unpublished price-sensitive information and code of conduct for the prevention of
insider trading, isavailable on our website https://www.regal-consultants.com/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to the clarification dated February 13, 2015 issued by Ministry of Corporate Affairs and
Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies
Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given,
investmentmade or guarantee given or security provided and the purpose for which the loan or
guarantee or securityis proposed to be utilized by the recipient of the loan or guarantee or security
is not applicable to bankingcompany.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The company does not envisage any risk, which may threaten the existence of the company. The
company takes all necessary steps to identify measures & manage risk effectively.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as
therewere no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. The Company has not issued any sweat equity shares to its directors or employees;
4. There was no revision of financial statements and Board''s Report of the Company during
the year under review.
5. No orders were passed by the Regulators or Courts or Tribunals which impact the going
concernstatus and the Company''s operations in future
6. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the financial year is not applicable.
Your Director''s further state that during the year under review, there were no cases filed
pursuant to theSexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the provisions do not apply to the Company.
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 as follows:
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy: NIL
(ii) The steps taken by the company for utilizing alternate sources of energy: NIL
(iii) The capital investment on energy conservation equipment: NIL
(B) Technology absorption-
(i) The efforts made towards technology absorption: NIL
(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution: NIL
(iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)- : NIL
(iv) The expenditure incurred on Research and Development: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your company was not received any foreign Earning from the foreign and not to outgo any
foreign earnings.
DETAILS REGARDING OTS (One Time Settlement) DONE DURING THE YEAR
During the year under review, Your Company has not done any OTS with any lender.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for the assistance and co¬
operation received from the banks, Government authorities, customers, Board members and
members of the company during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Company''s
employees.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
REGAL ENTERTAINMENT & CONSULTANTS LIMITED
Sd/- Sd/-
SHREYASH VINODKUMAR CHATURVEDI GURVINDER SINGH
MANAGING DIRECTOR &CFO INDEPENDENT DIRECTOR
DIN: 06393031 DIN: 00085436
PLACE: MUMBAI
DATE: 11.08.2025
Mar 31, 2024
Your directors present their Thirty Second Annual Report and Audited Annual Accounts for the
year ended March 31, 2024.
Financial Results
The Company''s financial performance, for the year ended March 31, 2024 is summarized below:
(Rs. in Lakhs)
|
ParticularsD |
For the year ended |
For the year |
|
Income from operation |
8.66 |
8.67 |
|
Less: Other Expenses |
(8.42) |
(11.42) |
|
Profit/Loss Before tax |
0.24 |
(2.75) |
|
Less: Deferred Tax Liability |
(0.03) |
- |
|
Less: Current Tax Expense |
(0.06) |
|
|
Profit/Loss after tax |
0.15 |
(2.75) |
|
Add: Profit Brought forward from last year |
(134.40) |
(131.65) |
|
Profit available for Appropriation |
(134.25) |
(134.40) |
|
Appropriations |
||
|
Balance Carried Forward |
(134.25) |
(134.40) |
Operations and Outlook
There has been no change in the nature of business of the Company. The total income from
operation as at the financial year end was Rs. 8.66 Lakhs same as last year and the company
earned a Profit of Rs. 0.15 lakhs as against loss of Rs. (2.75) Lakhs in the last year. Your
Company does not have any Holding, Subsidiary or Associate Company.
DIVIDEND
In order to conserve resources, your directors have not recommended any dividend for the FY
ended 31st March, 2024.
TRANSFER TO RESERVES
No amount has been transferred to General Reserves for the financial year 2023-24.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from the public.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (''IND AS'') and accordingly, the
financial statements for the year 2023-24 have been prepared in accordance with IND-AS,
prescribed under Section 133 of the Act, read with the relevant rules issued there under and the
other recognised accounting practices and policies to the extent applicable.
RBI PRUDENTIAL NORMS
The Company being Non-Banking Financial (Non- Deposit Accepting or Holding), capital
adequacy requirement, under Companies Prudential Norms (Reserve Bank) Directions, 2007, are
not applicable to the Company.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2023-24 in Form MGT-7 pursuant to
Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, is not available on the website of the Company
at www.regalentertainment.in /investor_relation. However, our company has been under
suspension since November 2022, which has significantly impacted our operations.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors of the Company, to the best of its
knowledge and ability, hereby confirm that:
i. In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed and there is no material
departure from the same;
ii. The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company as of March 31, 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 the Act for safeguarding the
assets of the Companyand for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern basis;
v. The Director have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively
during the financial year ended March 31, 2024; and
vi. The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating
effectively during the financial year ended March 31, 2024.
CORPORATE GOVERNANCE
In view of the paid-up equity share capital of the company is not exceeding Rs. 10 crores and net
worth not exceeding Rs. 25 Crores as on the last day of the previous financial year, the
compliance with Corporate Governance provisions is not applicable to the company as per
Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS
REPORT
There are no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate and on the date of this report. During the year under review, the Company has been
suspended by BSE Limited on grounds of non-compliance. However, Company has applied for
revocation of suspension.
Further, there has been no change in the nature of business of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A brief note on management discussion and analysis is annexed which forms part of the
Directors Report and has been prepared in accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into by the Company with its related parties, during the financial year
2023-24, were in the ordinary course of business and at an arm''s length basis. The details of the
Related Party Transactions are set out in the Notes to Financial Statements forming part of this
Annual Report.
Further, the Related Party Transactions undertaken by the Company were in compliance with
the provisions set out in the Companies Act, 2013, read with the Rules made there under and
relevant provisions of Listing Regulations.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to financial
statements.
PUBLIC DEPOSITS
Your Company has not invited/ accepted any deposits under Section 73 & 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as
such, no amount of principal or interest was outstanding as on the Balance Sheet date on this
account.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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. There are
no employee drawing remuneration in excess of the limits set out in the said rules.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,2014 are given below.
i) The ratio of the remuneration of each director to the median remuneration
of theemployees
of the Company for the financial year:
|
Name |
Designation |
Remuneration |
Times per Median |
|
paid for F.Y. |
ofemployee |
||
|
2022-23 |
remuneration |
||
|
(Amt in Rupees) |
|||
|
Shreyash Chaturvedi |
Managing Director |
NIL |
NIL |
ii) The percentage increase in remuneration of each director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year;-
|
Name |
% Change |
|
Shreyash Chaturvedi, Managing Director |
Nil |
iii) The percentage increase in the median remuneration of employees in the financial
year - NIL
iv) The permanent employees on the rolls of the Company - 2
v) There is no increase in managerial remuneration during the year whereas in
median Remuneration of the employee increased by NIL
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015, the Securities and
Exchange Board of India (''SEBI''), in May 2021, introduced new sustainability-related reporting
requirements to be reported in the specific format of Business Responsibility and Sustainability
Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report
and a significant step towards giving a platform to the companies to report the initiatives taken
by them in areas of Environment, Social and Governance.
Further, SEBI has mandated the top 1,000 listed companies, based on market capitalization, to
transition to BRSR from FY 2023-24 onwards. As your Company does not come under top 1000
listed company.
AUDITORS AND AUDITOR''S REPORT
STATUTORY AUDITOR
Pursuant to the provisions of sections 139 and 141 of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, M/s. DBS & Associates, LLP, Chartered Accountants
(Firm Registration No. 081627N) has been appointed as Statutory Auditors for a period of 5
years in the 28th AGM held on 30th December 2020.
The Notes on the financial statement referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments. The Auditors'' Report contains few qualifications,
reservation or adverse remarks. During the reporting period, no frauds were reported by
Auditors under sub-section (12) of section 143 of the Act, and no offence involving fraud was
committed against the Company by officers or employees of the Company.
SECRETARIAL AUDITOR
The Board has appointed Ms Palak Desai, Practicing Company Secretary, to conduct a
Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial
year ended March 31, 2024, is annexed herewith marked as Annexure I to this Report.
During the year under review, there was delay in submission of various disclosures and
compliances to the Stock Exchange which has been reported by the secretarial auditor. The
Company clarified to the Secretarial auditor that due to the unavailability of concerned
professional in the Company, the Company could not submit the requisite compliances on
time.
COST AUDITORS
Your Company has not fallen under section 148 and read with its rules made there under
Companies Act 2013, Therefore, no need to appoint the Cost Auditor and its related
Compliance.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR, IN THEIR
REPORT-
STATUTORY AUDITORS REPORT
The Statutory Auditor report is self-explanatory, and qualification/reservation/adverse remark
made in the auditors report on the financial statements of the Company. ( Please refer to Audited
Report)
FRAUD REPORTED BY AUDITORS
The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any fraud
during FY 2023-24 as specified under second proviso of Section 143(12) of the Companies Act,
2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being
enforce).
CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
1. Qualification: - The Board of Directors of Your company has formulated the job description
for the posts of MD and other Functional Director. The selection of Full-time Directors is
done by the Nomination and Remuneration Committee on the basis of such criteria
2. Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies Act
the Directors are expected to demonstrate high standards of ethical behavior,
communication skills and independent judgment. The Directors are also expected to abide
by the respective code of conduct as applicable to them
3. Independence: - A Director is considered as independent if he/she meets the criteria laid
down in Section 149(6) of the Act, the Rules framed their under and Regulations 16(1)(b) of
the Listing Regulations.
INDEPENDENT DIRECTOR
Your Company is listed NBFC Company, all director is appointed by Board based on
recommendations given by the Nomination and Remuneration Committee, subject to the
approval of the Shareholders.
As on date 31.03.2024, Regal has Three (3) Independent Directors on the Board of the Company.
1. Mr. Sudeb Sarbadhikary
2. Mr. Mehul velyibhai Jayant Patel
3. Mr. Manish Chaturvedi
All the Independent Directors has made declaration that criteria of independence as specified
under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR)
Regulations, 2015 has been complied with. Pursuant to Part (c)(2)(i) of Schedule V of SEBI (LODR)
Regulations 2015,
LISTING
The equity shares of the company are listed at BSE Ltd and the listing fee for the financial year
2023-24 has not been paid to the concerned Stock Exchange as the trading is suspended and the
Company is under process of revocation of suspension.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31st March, 2024, the Company had (4) Directors consisting of (3) Independent Directors
and One (1) Managing Director on its Board.
During the year under review, the following changes took place:
1. Mr. Mehul Patel was appointed as Additional Independent (Non-Executive) Director w.e.f.
30/05/2022.
2. Mr. Shreyash Chaturvedi was re-appointed as Managing Director w.e.f. 30/05/2022.
On the basis of the written representations received from the Directors, none of the
Directors of the Company are disqualified under Section 164 (2) of the Act.
3. Mr. Sudeb Sarbadhikary was appointed as Additional Independent (Non-Executive)
Director w.e.f. 30/ 05/2017.
4. Mr. Manish Chaturvedi Resigned as Additional Independent (Non-Executive) Director
w.e.f 15.10.2024.
RETIREMENT OF DIRECTORS BY ROTATION
In accordance with the provisions Section 152, 160 and other applicable provisions, if any, of the
Companies Act, 2013, And Article 157, 158 of the Articles of Association of the Company Mr.
Shreyash Chaturvedi (DIN- 06393031) who is liable to retires by rotation at the 32nd Annual
General Meeting to be held on 31.12.2024 and being eligible, offer themselves for reappointment.
Brief particulars of directors seeking re-appointment together with their Directorships in other
Companies and Committee Memberships have been given in the Annexure to the Notice of 32nd
Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015
and Secretarial Standards 2 issued by ICSI
COMPOSITION OF THE BOARD
As required under the Act and SEBI (LODR) Regulations, 2015, your Company has constituted
following Board Level Committees.
Details of the Board Level Committee as on 31.03.2024 are given below :-
1. Audit Committees.
2. Nomination & Remuneration Committees.
3. Stakeholders Relationship Committee.
4. IT Strategy Committee
The compositions, powers, roles, terms of reference, etc. and no. of meeting held of relevant
Committees are as per the requirements of the applicable laws.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNAL:
Your Company has not received any significant or material ones passed by any regulatory
Authority, Court or Tribunal which shall impact the going concern status and Company''s
operations in future
DETAILS OF SUBSIDIARIES. TOINT VENTURES AND ASSOCIATES:
Your Company does not have any its Subsidiaries, Joint Venture or Associate companies of the
Company.
RISK MANAGEMENT:
Risk management has always been an integral part of the Company and for this purpose the
company has been for years implementing a risk management policy. The Company has
implemented an effective and meaningful system in place to safeguard the interest of the
company. The main objectives of this policy are:
a. Manage the risk without adversely impacting the normal business and its growth.
b. Enable sustained business performance.
c. Lesser impact on the company''s finances.
d. Be compliant to the relevant requirements of the Exchanges/ Regulators.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors on the basis of various aspects /criteria of board/ Committee Governance.
The criteria & aspects covered in the evaluation included knowledge to perform the role, level
of oversight, performance of duties and the fulfilment of Directors'' obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and Committee
meeting.
Further, the Independent Directors at their meeting, reviewed the performance of Board,
Chairman of the Board and of Non-Executive Directors.
TRAINING OF INDEPENDENT DIRECTORS/ FAMILIARISATION PROGRAMMES
Whenever new Non-executive and Independent Directors are inducted in the Board they are
introduced to our Company''s'' Organization structure, our business, constitution, board
procedures and management strategy. They are provided with Company annual reports,
financials etc.
DISCLOSURES
AUDIT COMMITTEE
The Audit Committee was reconstituted and adopted on 04/08/2017. All the recommendations
made by the Audit Committee were accepted by the Board.
Audit Committee
|
New Member |
|
|
Manish Chaturvedi |
Chairman |
|
Sudeb Sarbadhikary |
Member |
|
Shreyash Chaturvedi |
Member |
VIGIL MECHANISM
The Company''s whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated for
securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior
etc. and to enable to voice/ address bonafide concern of malpractice, deviation from the
policies of the Company internallyin an effective and systematic manner after its discovery.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s
website at www.regalentertainment.in
CODE FOR FAIR DISCLOSURE, INTERNAL PROCEDURES AND CONDUCT FOR
REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015, The Insider Trading
Policy of the Company lays down guidelines and procedures to be followed, and disclosures to
be made while dealing with shares of the Company, as well as the consequences of violation.
The policy has been formulated to regulate, monitor and ensure reporting of deals by
employees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price-sensitive information and code of conduct for the prevention of
insider trading, isavailable on our website www.regalentertainment.in
MEETING OF THE BOARD
Four meetings of the Board of Directors were held during the financial year from April 01, 2023
to March 31, 2024. The dates on which the meetings were held are as follows: -
May 30, 2023, August 14, 2023, November 14, 2023 and February 14, 2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to the clarification dated February 13, 2015 issued by Ministry of Corporate Affairs
and Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the
Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the
loan given, investment made or guarantee given or security provided and the purpose for which
the loan or guarantee or securityis proposed to be utilized by the recipient of the loan or guarantee
or security is not applicable to bankingcompany.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The company does not envisage any risk, which may threaten the existence of the company. The
company takes all necessary steps to identify measures & manage risk effectively.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. The Company has not issued any sweat equity shares to its directors or employees;
4. There was no revision of financial statements and Board''s Report of the Company during
the year under review.
5. No orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and the Company''s operations in future
6. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable.
Your Director''s further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the provisions do not apply to the Company.
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 as follows:
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy: NIL
(ii) The steps taken by the company for utilizing alternate sources of energy: NIL
(iii) The capital investment on energy conservation equipment: NIL
(B) Technology absorption-
(i) The efforts made towards technology absorption: NIL
(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution: NIL
(iii) In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)- : NIL
(iv) The expenditure incurred on Research and Development: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your company was not received any foreign Earning from the foreign and not to outgo any
foreign earnings
DETAILS REGARDING OTS (One Time Settlement) DONE DURING THE YEAR
During the year under review, Your Company has not done any OTS with any lender.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for the assistance and co¬
operation received from the banks, Government authorities, customers, Board members and
members of the company during the year under review. Your Directors also wish to place on
record their deep sense ofappreciation for the committed services by the Company''s employees.
For and on behalf of the Board
Sd/- Sd/-
Place: Mumbai Shreyash Chaturvedi Mehul Velyibhai Jayant
Patel
Date: 07/12/2024 Managing Director Director
DIN: 06393031 DIN: 03228708
Mar 31, 2014
Dear Members,
The Directors presents their Twentysecond Annual Report and Audited
Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS :
For the year ended For the year ended
March 31, 2014 March 31, 2013
(Rs. in Lakh) (Rs. in Lakh)
Income from operation 8.42 7.92
Profit before tax (8.29) (7.77)
Less: Deffered tax liablity 0.09 (0.06)
Profit after tax (8.20) (7.71)
Add: Profit brought forward (51.39) (43.68)
from last year
Profit available for (59.59) (51.39)
Appropriation
APPROPRIATIONS:
Balance Carried Forward (59.59) (51.39)
DIVIDEND :
In view of the losses, your Directors do not recommend any dividend.
OPERATIONS AND OUTLOOK :
The total income from operation increased to Rs.8.42 Lakh from Rs. 7.92
Lakh and the company incurred a loss of Rs. 8.20 Lakh, as against loss
of Rs.7.71 Lakh in the last year.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with provisions of Section 217(2AA) of the Com- panies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed:
i. That in the presentation of the annual accounts for the financial
year ended 31st March, 2014, the applicable accounting standards had
been followed along with proper explanation relating to material
departure;
ii. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
Profit or Loss of the Company for the year under review;
iii. That the directors had taken proper and sufficient care for the
maintenance of the 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. That the directors had prepared the accounts for the financial year
ended 31st March 2014 on a going concern Basis.
REPORT ON CORPORATE GOVERNANCE :
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a
separate Section titled Corporate Governance has been included in this
report. The auditors certificate on compli- ance of clause 49 of the
listing Agreement by the Company is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A brief note on management discussion and analysis is annexed which
forms part of the Directors Report and has been prepared in accordance
with clause 49 of the listing agreement.
FIXED DEPOSITS :
The Company has neither invited nor accepted any fixed deposits from
the public.
LISTING :
The equity shares of the company are listed at the Stock Ex- change,
Mumbai and Madras and listing fee for the financial year 2014-15 have
been paid to the concerned Stock Exchanges.
DIRECTORS :
In accordance with the provisions of Section 152 of the Compa- nies
Act, 2013 and the company''s Articles of Association, Shri Dinesh Gupta,
Director retire by rotation at the forthcoming An- nual General Meeting
and being eligible offer himself for reap- pointment. Your Board
recommends appointment of Mr. Dinesh Gupta as director liable to retire
by rotation.
The Board of Directors of the Company have decided to adopt the
provisions with respect to appointment and tenure of Independent
Directors which are consistent with the Companies Act, 2013 and the
Listing Agreement. Shri Dhiraj Mehta, Shri Brijesh Mathur and Shri
Kanaiyalal B. Agrawal are Non- Executive Independent Directors of the
Company. The period of office of these Directors was liable to
determination by retirement by rotation under the erstwhile applicable
provisions of the Companies Act, 1956. In terms of Section 149 and
other applicable provisions of the Companies Act.2013, Shri Dhiraj
Mehta, Shri Brijesh Mathur and Shri Kanaiyalal B. Agrawal being
eligible, offer themselves for appointment, and are proposed to be
appointed as Independent Directors for a term as stated in the
Resolutions. Your Board recommends the said appointments.
Shri Surendra Salgia resigned as a Director of the company with effect
from June 01,2014. The Board places on record its appreciation for the
valuable services rendered by Shri Surendra Salgia during his tenure as
Director.
AUDITORS:
M/s K.K. Gada & Co. Chartered Accountants, who are Statutory Auditors
of the company hold office upto the forthcoming Annual General Meeting
and are recommended for reappointment to audit the account of the
company for the financial year 2014-15. As required under the provision
of Section 139 of the Companies Act 2013 the company has obtained
written confir- mation from M/s K.K. Gada & Co. that their appointment,
if made, would be in conformity with the limits specified in the said
sec- tion and they satisfy the criteria specified in Section 141 of the
Companies Act, 2013 read with Rule 4 of the Companies (Audit &
Auditors) Rules 2014.
EMPLOYEES:
None of the employee of the company is falling under the Category
specified in section 217 (2A) of the Companies Act 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO.
The provision of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure in the Report of Board of Directors) Rules
1988 are not applicable to your Company, since your company is not a
scheduled industries as per said rules.
Your Company neither earned nor spent any foreign exchange during the
year.
ACKNOWLEDGEMENT
The Board wishes to express its deep appreciation to the entire staff
members, Bankers, shareholders and clients for their valuable support
to the Company.
For and on behalf of the Board
DINESH GUPTA SATISH KUSUMBIWAL
Managing Director Jt. Managing Director
Place: Mumbai
Date: August 28, 2014
Mar 31, 2013
The Directors presents theirTwentyfirst Annual Report and Audited
Accounts for the year ended 31st March 2013.
FINANCIAL RESULTS :
For the year ended For the year ended
March 31, 2013 March 31, 2012
(Rs. in Lakh) (Rs. in Lakh)
Income from operation 7.92 27.97
Profit before tax (7.77) (0.64)
Less: Earlier Year Item --- 0.08
Deffered tax liablity (0.06) (0.01)
Profit after tax (7.71) (0.71)
Add: Profit brought forward (43.68) (42.97)
from last year
Profit available for (51.39) (43.68)
Appropriation
APPROPRIATIONS:
Balance Carried Forward (51.39) (43.68)
DIVIDEND :
In view of the losses, your Directors do not recommend any dividend.
OPERATIONS AND OUTLOOK :
The total income from operation decreased to Rs.7.92 Lakh from Rs.27.97
Lakh and the company incurred a loss of Rs. 7.71 Lakh, as against loss
of Rs.0.71 Lakh in the last year.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with provisions of Section 217(2AA) of the Companies Act,
1956, with respect to the Directors'' Responsibility Statement, it is
hereby confirmed:
i. That in the presentation of the annual accounts for the financial
year ended 31st March, 2013, the applicable accounting standards had
been followed along with proper explanation relating to material
departure;
ii. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
Profit or Loss of the Company for the year under review;
iii. That the directors had taken proper and sufficient care for the
maintenance of the 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. That the directors had prepared the accounts for the financial year
ended 31st March 2013 on a going concern basis.
REPORT ON CORPORATE GOVERNANCE :
Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a
separate Section titled Corporate Governance has been included in this
report. The auditors certificate on com- pliance of clause 49 of the
listing Agreement by the Company is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A brief note on management discussion and analysis is annexed which
forms part of the Directors Report and has been prepared in accordance
with clause 49 of the listing agreement.
FIXED DEPOSITS :
The Company has neither invited nor accepted any fixed deposits from
the public.
LISTING :
The equity shares of the company are listed at the Stock Ex- change,
Mumbai and Madras and listing fee for the financial year 2013-14 have
been paid to the concerned Stock Ex- changes.
DIRECTORS :
Shri Dhiraj Mehta and Shri Surendra Salgia retire by rotation and
eligible for reappointment, which the directors recommend.
AUDITORS AND AUDITORS REPORT :
Shareholders are requested to appoint the Auditors of the Company. M/s
K. K. Gada & Co, Chartered Accountants, retiring Auditors have informed
the Company that being eligible they offer themselves for
reappointment, and have certified that their appointment, if made, will
be in accordance with the limits specified in Section 224 (1-B) of the
Companies Act, 1956.
The observations of the Auditors in their Report read together with
notes to accounts are self explanatory and do not call for any further
information & explanation under section 217 (3) of the Companies Act,
1956.
EMPLOYEES :
None of the employee of the company is falling under the Category
specified in section 217 (2A) of the Companies Act 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO.
The provision of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure in the Report of Board of Directors) Rules
1988 are not applicable to your Company, since your company is not a
scheduled industries as per said rules.
Your Company neither earned nor spent any foreign exchange during the
year.
ACKNOWLEDGEMENT
The Board wishes to express its deep appreciation to the entire staff
members, bankers, shareholders and clients for their valu- able support
to the Company.
By order of the Board
DINESH GUPTA SATISH KUSUMBIWAL
Managing Director Jt. Managing Director
Place : Mumbai
Date : August 14, 2013.
Mar 31, 2012
The Directors presents theirTwentieth Annual Report and Audited
Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS :
For the year ended For the year ended
March 31, 2012 March 31, 2011
(Rs. in Lakh) (Rs. in Lakh)
Income from operation 27.97 30.57
Profit before tax (0.64) (0.88)
Less: Earlier Year Item 0.08 0.04
Deffered tax liablity (0.01) (0.06)
Profit aftertax (0.71) (0.86)
Add: Profit brought forward (42.97) (42.11)
from last year
Profit available for (43.68) (42.97)
Appropriation
APPROPRIATIONS:
Balance Carried Forward (43.68) (42.97)
DIVIDEND :
In view of the losses, your Directors do not recommend any dividend.
OPERATIONS AND OUTLOOK :
The total income from operation decreased to Rs.27.97 Lakh from Rs.
30.57 Lakh and the company incurred a loss of Rs. 0.64 Lakh , as
against loss of Rs.0.88 Lakh in the last year.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with provisions of Section 217(2AA) of the Companies Act,
1956, with respect to the Directors' Responsibility Statement, it is
hereby confirmed :
i. That in the presentation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards had
been followed along with proper explanation relating to material
departure;
ii. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
Profit or Loss of the Company for the year under review;
iii. That the directors had taken proper and sufficient care for the
maintenance of the 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. That the directors had prepared the accounts for the financial
year ended 31st March 2012 on a going concern basis.
REPORT ON CORPORATE GOVERNANCE :
Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a
separate Section titled Corporate Governance has been included in this
report. The auditors certificate on compliance of clause 49 of the
listing Agreement by the Company is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A brief note on management discussion and analysis is annexed which
forms part of the Directors Report and has been prepared in accordance
with clause 49 of the listing agreement.
FIXED DEPOSITS :
The Company has neither invited nor accepted any fixed deposits from
the public.
LISTING :
The equity shares of the company are listed in the Stock Exchange,
Mumbai and Madras and listing fee for the financial year 2012-13 have
been paid to the concerned Stock Exchanges.
DIRECTORS :
Shri Dinesh Gupta and Shri Satish Kusumbiwal retire by rotation and
eligible for reappointment, which the directors recommend.
AUDITORS :
Shareholders are requested to appoint the Auditors of the Company. M/s.
K. K. Gada & Co, Chartered Accountants, retiring Auditors have informed
the Company that being eligible they offer themselves for
reappointment, and have certified that their appointment, if made, will
be in accordance with the limits specified in Section 224 (1-B) of the
Companies Act, 1956.
The observations of the Auditors in their Report are self explanatory.
EMPLOYEES :
None of the employee of the company is falling under the Cat- egory
specified in section 217 (2A) of the companies Act 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO.
The provision of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure in the Report of Board of Directors) Rules
1988 are not applicable to your Company, since your company is not a
scheduled industries as per said rules.
Your Company neither earned nor spent any foreign exchange during the
year.
ACKNOWLEDGEMENT
The Board wishes to express its deep appreciation to the entire staff
members, bankers, shareholders and clients for their valuable support
to the Company.
By order of the Board
DINESH GUPTA SATISH KUSUMBIWAL
Managing Director Jt. Managing Director
Place : Mumbai
Date : August 29, 2012.
Mar 31, 2010
The Directors presents their Eighteenth Annual Report and Audited
Accounts for the year ended 31st March 2010.
FINANCIAL RESULTS :
For the year ended For the year ended
March 31, 2010 March 31, 2009
(Rs. in Lakh) (Rs. in Lakh)
Income 83.99 99.38
Profit before tax (7.51) (31.62)
Less: Provision for tax - -
Provision for Fringe benifit tax - 0.06
Earlier Year Item 1.29 -
Deffered tax liablity (0.22) 0.10
Profit after tax (8.58) (31.78)
Add: Profit brought forward (33.53) (1.74)
from last year
Profit available for (42.11) (33.52)
Appropriation
APPROPRIATIONS:
Balance Carried Forward (42.11) (33.52)
DIVIDEND :
In view of the losses, your Directors do not recommend any Dividend.
OPERATIONS AND OUTLOOK :
The total income decreased to Rs.83.99 Lakhs from Rs. 99.38 Lakhs and
the company incurred a loss of Rs. 7.51 Lakhs, as against Loss of
Rs.31.62 Lakhs in the last year.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with provisions of Section 217(2AA) of the Companies Act,
1956, with respect to the Directors Responsibility Statement, it is
hereby confirmed :
i. That in the presentation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards had
been followed along with proper explanation relating to material
departure;
ii. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 and of the
Profit or Loss of the Company for the year under review;
iii. That the directors had taken proper and sufficient care for the
maintenance of the 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. That the directors had prepared the accounts for the financial year
ended 31st March 2010 on a going concern basis.
REPORT ON CORPORATE GOVERNANCE :
Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a
separate Section titled Corporate Governance has been included in this
report. The auditors certificate on compliance of clause 49 of the
listing Agreement by the Company is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
A brief note on management discussion and analysis is annexed which
forms part of the Directors Report and has been prepared in accordance
with clause 49 of the listing agreement.
FIXED DEPOSITS :
The Company has neither invited nor accepted any fixed deposits from
the public.
LISTING :
The equity shares of the company are listed in the Stock Exchange,
Mumbai and Madras and listing fee for the financial year 2010-11 have
been paid to the concerned Stock Exchanges. The approval of Delhi Stock
Exchange for voluntary delisting is still awaited meanwhile company has
not made payment of listing fee to Delhi Stock Exchange.
DIRECTORS :
Shri Dhiraj Mehta and Shri Surendra Salgia retire by rotation and
eligible for reappointment, which the directors recommend.
AUDITORS :
Shareholders are requested to appoint the Auditors of the Company. M/s
K. K. Gada & Co, Chartered Accountants, retiring Auditors have informed
the Company that being eligible they offer themselves for
reappointment, and have certified that their appointment, if made, will
be in accordance with the limits specified in Section 224 (1-B) of the
Companies Act, 1956.
The observations of the Auditors in their Report are self explanatory.
EMPLOYEES :
None of the employee of the company is falling under the Cat- egory
specified in section 217 (2A) of the companies Act 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO.
The provision of Section 217(1)(e) of the Companies Act, 1956 read with
the Companies (Disclosure in the Report of Board of Directors) Rules
1988 are not applicable to your Company, since your company is not a
scheduled industries as per said rules.
Your Company neither earned nor spent any foreign exchange during the
year.
ACKNOWLEDGEMENT
The Board wishes to express its deep appreciation to the entire staff
members, bankers, shareholders and clients for their valuable support
to the Company.
By order of the Board
DINESH GUPTA SATISH KUSUMBIWAL
Managing Director Jt. Managing Director
Place : Mumbai
Date : 30h August, 2010.
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FY26 Market Review: Inside Nifty-Sensex's Sharpest Yearly Crash Since COVID; What's Next For Investors? -
Intraday Stocks To Buy Today, March 27: Top Picks By Anand James of Geojit Investments On Friday -
Indian equities open higher as Nifty tops 23,100 and Sensex climbs over 700 points -
Intraday Stocks To Buy Today, March 25: Top Picks By Anand James of Geojit Investments On Wednesday
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Stock Market Today: Nifty Closes Near 23,000, Sensex Up 1.8%: IndiGo, L&T, Eternal, Asian Paints Top Gainers -
Steel Stock Gains 5.14% On Getting NCLT Nod For Key Merger; Do You Own? -
Stock Market Opens Strong: Nifty Up 1.5%, Sensex Rallies 1,516 Pts; Rupee Recovers as Trump Delays Iran Strike -
D-Street Mayhem: Rs 15 Lakh Cr Wiped Out As Nifty-Sensex Close 2.5% Lower, Rupee In Free-Fall Amid Iran-US War -
Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
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Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
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Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
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