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Regal Entertainment & Consultants Ltd.

BSE: 531033 Sector: Financials
NSE: N.A. ISIN Code: INE101E01010
BSE 00:00 | 20 Feb Regal Entertainment & Consultants Ltd
NSE 05:30 | 01 Jan Regal Entertainment & Consultants Ltd
OPEN 11.00
PREVIOUS CLOSE 11.00
VOLUME 1
52-Week high 11.00
52-Week low 11.00
P/E 137.50
Mkt Cap.(Rs cr) 3
Buy Price 11.00
Buy Qty 6.00
Sell Price 11.00
Sell Qty 100.00
OPEN 11.00
CLOSE 11.00
VOLUME 1
52-Week high 11.00
52-Week low 11.00
P/E 137.50
Mkt Cap.(Rs cr) 3
Buy Price 11.00
Buy Qty 6.00
Sell Price 11.00
Sell Qty 100.00

Regal Entertainment & Consultants Ltd. (REGALENTERTAIN) - Director Report

Company director report

To

The members of

Regal Entertainment and Consultants Limited

Your Directors presents their Twenty Sixth Annual Report and Audited Accounts for theyear ended March 31 2018.

FINANCIAL RESULTS

The Company's financial performance for the year ended below: March 31 2018issummarized

Particulers For the year ended March 31 2018 For the year ended March 31 2017
Income from operation 943055 2146073
Profit Before tax (1069509) (1684029)
Less: Deffered Tax Liability (226786.99) (5796)
Profit after tax (842722) (1689825)
Add: Profit Brought forward from last year (12153289) (10463464)
Profit available for Appropriation (12996011) (12153289)
Appropriations
Balance Carried Forward (12996011) (12153289)

OPERATIONS AND OUTLOOK

The total income from operation decreased to Rs. 943055 from Rs. 2146073 in thelast year and the company incurred a loss of Rs. 842722 as against loss of Rs.1689825 in the last year.

DIVIDEND

In view of the loss incurred by the Company your Directors have not recommended anydividend for the FY ended 31st March 2018.

TRANSFER TO RESERVES

No amount has been transferred to General Reserves for the financial year 2017-18.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

i. In the preparation of the annual accounts for the year ended March 312018 theapplicable accounting standards have been followed and there are no material departurefrom the same;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312018 and of the loss ofthe Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operating andeffectively;

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively

CORPORATE GOVERNANCE

In view of the paid up equity share capital of the company is not exceeding Rs. 10crores and networth not exceeding Rs. 25 crores as on the last day of the previousfinancial year the compliance with Corporate

Governance provisions are not applicable to the company as per Regulation 15 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

A brief note on management discussion and analysis is annexed which forms part of theDirectors 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

The company has not entered into any contracts/ arrangements/transactions during thefinancial year with related parties except loan given to relatives of KMP. During theyear the Company had not entered into any contract/ arrangement / transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions.

Your Directors draw attention of the members to Note 8 to the financial statement whichsets out related party disclosures.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial

LISTING

The equity shares of the company are listed at BSE Ltd and listing fee for thefinancial year 2018-19 has been paid to the concerned Stock Exchange.

BOARD OF DIRECTORS

As on 31st March 2018 the Company had (4) Directors consisting of (3) IndependentDirectors and One (1) Managing Director on its Board.

Appointments/Resignations of Directors and Key Managerial Personnel (KMP) during the FY2017-18

1. Based on the recommendations of the Nominations and Remuneration Committee andBoard's approval Mr. Sudeb Sarbhadhikary was appointed as Non Executive IndependentDirector of the Company w.e.f. 30/05/2017 and Mrs. Alyzaa Merchant was appointed as NonExecutive Independent Director (Woman Director) of the Company w.e.f. 30/05/2017.

2. Mr. Dinesh Gupta had resigned from the post of Company Secretary w.e.f. 12/07/2017and Mr. Satish Kusumbiwal had resigned from the post of CFO w.e.f. 12/07/2017.

Change in Designation Based on the recommendations of the Nominations and RemunerationCommittee and Board' approval Mr. Dinesh Gupta was designated from Managing Director toNon Executive Non Independent Director w.e.f. 04.08.2017 and Mr. Satish Kusumbiwal wasdesignated from Joint Managing Director to Non Executive Non Independent Director w.e.f.04.08.2017. Thereafter Mr. Dinesh Gupta and Mr. Satish Kusumbiwal both resigned w.e.f.24.03.2018.

3. Based on the recommendation of the Nomination and Remuneration Committee Mr.Shreyash Chaturvedi was appointed as an Additional Director on the Board of the Companywith effect from May 30th 2017 to hold office upto the date of the Annual GeneralMeeting. He was also appointed as the Managing Director and CFO of the Company with effectfrom August 04 2017 subject to the approval of the Members. He was regularised in theAGM held on 29.09.2017.

4. During the Financial Year Following Directors had Resigned - Mr. Brijesh Mathur(Resigned w.e.f 30.05.2017) Mr. K. B. Agarwal (Resigned w.e.f 30.05.2017) Mrs. Anita Gupta(Resigned w.e.f 30.05.2017).

Declaration by Independent Director under sub-section (6) of section 149

The Company has received Declaration that the Independent Director meets the criteriaof Independence laid down in sub-section (6) of section 149 of the Companies Act 2013. Thedeclaration in respect of the same is received at the first Board meeting of the FinancialYear.

POLICIES

a) Policy for Selection of Directors and determining Directors' Independence

1. Policy

Qualification and Criteria

a) The Nomination and Remuneration (NR) Committee and the Board shall review on anannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with understanding ofindustry & strategy of the Company.

b) In evaluating the suitability of individual Board members the NR Committee may takeinto account factors such as:

• General understanding of the Company's business & industry.

• Educational and professional background

• Personal and professional ethics integrity and values

c) The proposed appointee shall also fulfill the entire requirement as may beprescribed from time to time under the Companies Act 2013 and other relevant laws.

2. Criteria of Independence

a) The NR Committee shall assess the independence of Directors at the time ofappointment / re-appointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationship aredisclosed by a Director.

b) The criteria of independence as laid down in Companies Act 2013 shall be followed.

c) The Independent Directors shall abide by the "Code for IndependentDirectors" as specified in Schedule V to the Companies Act 2013.

b) Remuneration policy for Directors Key Managerial Personnel and other Employees

A. Introduction

The Company has formulated the remuneration policy for its directors key managerialpersonnel and other employees keeping in view the following objectives:

i) Ensuring that the level and composition of remuneration is reasonable to attractretain and motivate to run the company successfully.

ii) Ensuring that relationship of remuneration to performance is clear.

B. Scope and Exclusion

This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.

C. Terms and References

In this Policy the following terms shall have the following meanings:

i) "Director" means a director appointed to the Board of the Company.

ii) "Key Managerial Personnel" means

a) The Chief Executive Officer or the managing director or the manager;

b) The Company Secretary;

c) The Whole-time Director;

d) The Chief Financial Officer; and

e) Such other officer as may be prescribed under the Companies Act 2013

iii) Nomination and Remuneration Committee" means the committee constitutedby Company's Board in accordance with the provisions of Section 178 of the Companies Act

D. Policy

1. Remuneration to Executive Directors and Key Managerial Personnel

The Board on the recommendation of the NR Committee shall review and approve theremuneration payable to the Non-Executive Directors of the Company within the overalllimits as per the law / approved by the shareholders.

2. Remuneration to Non-Executive Director

The Board on the recommendation of the NR Committee shall review and approve theremuneration payable to the Non-Executive Directors of the Company within the overalllimits as per the law / approved by the shareholders.

3. Remuneration to other employees

Remuneration to individual employee shall be accordingly to their qualification andwork

Experience.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors on the basis of various aspects /criteria of board/ CommitteeGovernance.

The criteria & aspects covered in the evaluation included knowledge to perform therole level of oversight performance of duties and the fulfilment of Directors'obligations and fiduciary responsibilities including but not limited to activeparticipation at the Board and Committee meeting.

Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non-Executive Directors.

TRAINING OF INDEPENDENT DIRECTORS

Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's' Organization structure our business constitution boardprocedures and management strategy. They are provided with Company annual reports etc.

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. Thereare 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 Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 paid for F.Y. 2017-18 (Amt in Rupees) Times per Median of employee remuneration
Dinesh Gupta Managing Director & Company Secretary NIL NIL
Satish Kusumbiwal Jt. Managing Director & C.F.O. NIL NIL

ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;-

Name % Change
Dinesh Gupta Managing Director & Company Secretary Nil
Satish Kusumbiwal Jt. Managing Director & C.F.O. Nil

iii) The percentage increase in the median remuneration of employees in the financialyear NIL iv) The permanent employees on the rolls of the Company - 4

v) There is no increase in managerial remuneration during the year whereas in medianRemuneration of the employee increased by NIL

AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITOR

In the last AGM held on 29.09.2017 M/s. Chokshi and Co. LLP (Firm Registration No.131228W/W100044) Chartered Accountants has been appointed as Auditors for a period of 5years i.e. from the conclusion of 25th Annual General Meeting until the conclusion of the30th Annual General Meeting subject to ratification by members every year. Accordinglyin this 26th AGM the members are required to ratify their appointment as Auditors untilthe conclusion of 27th AGM to be held in 2019.

A written consent towards such appointment has been obtained from M/s. Chokshi and Co.LLP (Firm Registration No. 131228W/W100044) Chartered Accountants along with a writtencertificate that their appointment if made will be within the limits prescribed undersection 139 of the Companies Act 2013 and that they are not disqualified for appointmentunder section 141 of the Act.

Yours directors recommend the resolution for your approval. None of the Directors isconcerned or interested in this resolution.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Mr. Anshuman Chaturvedi Practicing Company Secretary toconduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report forthe financial year ended March 31 2018 is annexed herewith marked as Annexure I tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

DISCLOSURES Audit Committee

The Audit Committee was reconstituted and adopted on 04/08/2017. All therecommendations made by the Audit Committee were accepted by the Board.

Audit Committee

Existing Members New Members
K.B. Agarwal Chairman Manish Chaturvedi Chairman
Manish Chaturvedi Member Sudeb Sarbadhikary Member
Satish Kusumbiwal Member Shreyash Chaturvedi Member

VIGIL MECHANISM

The Company's whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated forsecuring/ reporting deterring/ punishing/ rectifying any unethical unlawful actsbehavior etc. and to enable to voice/ address bonafide concern of malpractice deviationfrom the policies of the Company internally in an effective and systematic manner afterits discovery.

The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at www.regalentertainment.in

Code for Fair disclosure Internal Procedures and Conduct for Regulating Monitoringand Reporting of Trading by Insiders

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.regalentertainment.in

MEETING OF THE BOARD

Four meetings of the Board of Directors were held during the financial year from April01 2017 to March 31 2018. The dates on which the meetings were held are as follows:-May30 2017 August 04 2017 November 13 2017 and February 14 2018.

COMMITTEES OF THE BOARD

The company has following committee of the Board:-

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

The compositions powers roles terms of reference etc. and no. of meeting held ofrelevant Committees are as per the requirements of the applicable laws.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to the clarification dated February 13 2015 issued by Ministry of CorporateAffairs 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 fullparticulars of the loan given investment made or guarantee given or security provided andthe purpose for which the loan or guarantee or security is proposed to be utilized by therecipient of the loan or guarantee or security is not applicable to banking company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The company does not envisage any risk which may threaten the existence of thecompany. Company takes all necessary steps to identify measures & manage riskeffectively.

EXTRACT OF ANNUAL RETURN

As per the amendments carried out by the Companies (Amendment) Act 2017 in section92(3) every company shall place a copy of the annual return on the website of thecompany if any and the web-link of such annual return shall be disclosed in the Board'sreport. A copy of Annual Return of the Company is available on our websitewww.regalentertainment.in

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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. No orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo.

Your company is into the business of Financial Services. Since this business does notinvolve any manufacturing activity the information required to be provided under Section134 (3)(m) of the Companies act 2013 read with the Companies ( Accounts ) Rules 2014 arenil / Not applicable. Your company neither earned nor spent any foreign exchange duringthe year.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers Board members andmembers of the company during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'semployees.

For and on behalf of the Board
Place : Mumbai Shreyash Chaturvedi Manish Chaturvedi
Date: 30.05.2018 Managing Director Independent Director