Regaliaa Realty Ltd.
|BSE: 530807||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE098H01011|
|BSE 00:00 | 22 Nov||Regaliaa Realty Ltd|
|NSE 05:30 | 01 Jan||Regaliaa Realty Ltd|
|BSE: 530807||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE098H01011|
|BSE 00:00 | 22 Nov||Regaliaa Realty Ltd|
|NSE 05:30 | 01 Jan||Regaliaa Realty Ltd|
Your Directors are pleased to present the 25th Annual Report of the Company togetherwith the Audited Accounts for the financial year ended March 31 2019.
There is no income during the year 2018-19 (previous year NIL)
Though the Company has resolved all outstanding issues relating to the lenders and alsothe land owner during 2016-17 Phase II of "The Ferns" project could not betaken up due to adverse market conditions and lack of working capital.
No provision has been made for Dividend as there was no Revenue during the year underreview.
TRANSFER TO GENERAL RESERVE
The Board of Directors of your Company has not transferred any amount to the generalreserve for the year under review.
The Company during the year under review has not issued any Sweat Equity Shares orShares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Backany shares. The Authorised Capital remained the same as previous year. The paid up equityshare capital as on 31st March 2019 was Rs.360.00 lakhs
LISTING WITH STOCK EXCHANGES
The company confirms that it has paid the Annual Listing Fees for the year 2019-20 tothe BSE Limited where the company's shares are listed.
Six Board Meetings were held during the financial year end on 7th May 2018 16th July2018 27th July 2018 13th August 2018 31st October 2018 31st January 2019. Theintervening gap between the Meetings was within the period as prescribed under theCompanies Act 2013. The details of the meetings and directors attendance are as below:.
Ms. Rukmini Basu has resigned from the Board with effect from 31st January 2019
Mr. A.Sandeep Thiru has been appointed as Director with effect from 17th May 2019
Mr. Vinoth Jagadeesan has been appointed as additional Director with effect from 13thAugust 2018
Ms. Kavitha Rengnathan has been appointed as additional Director with effect from 16thJuly 2018.
Mr.Vinoth Jagadeesan has resigned from the Board with effect from 31st January 2019.
The Audit Committee consists of three (3) Independent Directors. All the members of theAudit Committee have accounting financial and management expertise. The compositionpowers role and terms of reference of the Committee are constituted as per the Section177 mentioned under the Companies Act 2013 and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements Regulations 2015).
The present Audit Committee comprises of the following Directors and the details of themeeting and directors attendance are as follows:-
All the recommendations of Audit Committee were accepted by the Board. NOMINATION ANDREMUNERATION COMMITTEE: Term of reference:
The Nomination and Remuneration Committee has been empowered and authorized to exercisepowers as entrusted under the provisions of Section 178 of the Companies Act 2013.
The Board has framed a policy to determine and identify the persons who are qualifiedto become Directors of the Company / who may be appointed in Senior Management inaccordance with the criteria laid down recommend to the Board their appointment andremoval and also shall carry out evaluation of every director's performance. Committeeshall also formulate the criteria for determining qualifications positive attributesindependent of the Directors and recommend to the Board a Policy relating to theremuneration for the Directors and Key Managerial Personnel.
The Committee met two times during the year on 31st July 2018 and 18th September 2018to determine and recommend the appointment of Directors and acceptance of resignation ofDirector.
The present Nomination and Remuneration Committee Comprises of the following
Members as on March 31 2019:
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee oversees inter-alia redressal of Shareholdersand Investor grievances transfer/ transmission/transposition of shares Splitconsolidation issue of duplicate shares certificates recording dematerialization/re-materialization of shares non receipt of Annual Reports and related matters.
The committee is constituted in line with the provisions of Regulation 20 of SEBIListing Regulations and Section 178 of the Act.
* Consider and resolve the grievances of security holders.
* Consider and approve issue of share certificates transfer and transmission ofsecurities etc
During the year the Committee met 6 times which was attended by Members of theCommittee. During the year under review the Company has not received any grievance /complaint.
The composition and details of the meeting and directors attendance are as follows:
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to section177 (9) of the Companies Act 2013 and as per SEBI (LODR) Regulations 2015.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The Company has not accepted any fresh deposits from the public and there are nooutstanding dues in respect of the same .
DIRECTORS/ KEY MANAGERIAL PERSONNEL:
The Board comprises of one Managing Director and proper mix of non - executiveDirectors and Independent Directors.
Ms. Deeptha Reddy Lalani (DIN: 02610179) who retires by rotation at this Annual GeneralMeeting in terms of Section 152(6) of the Companies Act 2013 and being eligible seeksreappointment
At the Board meeting held on 31st July 2019 Mr. Krishnamurthy Ramaswamy has beenappointed as Company Secretary of the Company with effect from 31st July 2019.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. D. SudhakaraReddy Managing Director and Mr. Krishnamurthy Ramaswamy Company Secretary of the Companyare the Whole-Time Key Managerial Personnel (KMP) of the Company as on date of thisreport. The remuneration and other details of KMP for the year 2018-19 are provided inExtract of the Annual Return which forms part of this Directors' report.
DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
As required under Section 149(7) all the Independent Directors of the Company havesubmitted their annual declaration stating that they meet the criteria of independence asstated Section 149(6) of the Companies Act 2013.
PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration exceeding the limit specified under theprovisions of Companies Act 2013. Hence details of the employees of the Company asrequired pursuant to rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not furnished.
ANNUAL EVALUATION BY THE BOARD
Pursuant to Section 134 of Companies Act 2013 and in compliance with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hascarried out an annual performance evaluation of the Board it's Committees and Directorsindividually and is carried out as per the criteria laid down by the Nomination andRemuneration Committee.
Accordingly as per Schedule V of Companies Act 2013 the Independent Directors of theCompany at their separate meeting evaluated the performance of non independent directorsand the Board as a whole. They also evaluated the performance of Chairman of the Companyand flow of information from the Management to the Board.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATION POSITIVE ATTRIBUTES INDEPENDENCE OF DIRECTOR:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS: There is no payment made tonon-executive Directors during the year. PERFORMANCE OF SUBSIDIARY /JOINTVENTURE/ASSOCIATE COMPANIES:
The Company does not have any Subsidiary/ Joint Venture / Associate Company
RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION ENERGY CONSERVATION:
The particulars prescribed by the section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange are furnished below:
During the year 2018-19 we continued the sustainability initiative with the aim ofgoing green and minimizing our impact on the environment. Like the previous year thisyear too we are publishing only the statutory disclosures in the print version of theAnnual Report. Additional information is available on our website www.regaliarealty.com
Electronic copies of the Annual Report 2018-19 and Notice of the 25th AGM are sent toall members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report 2018-19 are sent in the permitted mode. Members requiring physicalcopies can send a request to the Company. The Company is providing remote E-votingfacility to all members to enable them to cast their votes electronically on allresolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act2013 and Rule 20 of the Companies (Management and Administration) Rules 2014. Theinstructions for remote E-voting are provided in the Notice.
The Shareholders of the Company at their meeting held on 28th September 2018 onrecommendation of the Board of Directors had appointed M/s. Arooran Associates CharteredAccountants (ICAI Firm Registration No.013968S) as the Statutory Auditors of the Companyto conduct the audit for the financial year 2018-19 and to hold office up to theconclusion of this Annual General Meeting on such a remuneration as may be mutuallydecided by the Board of Directors and Auditors.
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framedthereunder M/s. Arooran Associates Chartered Accountants (ICAI Firm RegistrationNo.002908C) the present Statutory Auditors of the Company complete their term as Auditorsin this Annual General Meeting.
As per the SEBI (LODR) Regulation 2015 and Institute of Chartered Accountant of India(ICAI) all listed Companies would be audited by only those who have been certified bythe Peer Review Board of the Institute and hold peer review certificate issued by theBoard. As M/s. Arooran Associates Chartered Accountants Statutory Auditors of theCompany does not hold peer review certificate as required under SEBI (LODR) Regulations2015 has expressed their unwillingness to continue as Statutory Auditors and henceresigned from the Company.
In view of the above M/s. V.Senthilnathan & Co. Chartered Accountants (ICAI FirmRegistration No. 003711S) who holds Peer Review Certificate have been appointed asStatutory Auditors of the Company for a term of five years commencing from the conclusionof this Annual General Meeting till the conclusion of 30th Annual General Meeting on suchremuneration as may be recommended by the Audit Committee in consultation with theAuditors.
Accordingly the Directors recommend the resolution set out in the notice and placedbefore the Members be approved
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation. The Statutory Auditors have not reported any incident offraud to the Audit Committee of the Company during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr.G.Naresh Practicing Company Secretary (C.P. No.13129) Chennai to undertakethe Secretarial Audit of the Company. There is no secretarial audit qualification for theyear under review. The Secretarial Audit Report is annexed as Annexure-1
Internal audit exercise does not arise as there is no activity in the Company duringthe year under review.
COST AUDIT REPORT
Cost audit exercise does not arise as there is no activity in the Company during theyear under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the industry structure as well as on the financial andoperational performance is contained in the 'management Discussion and 'Analysis Report 'that forms an integral part of this Report. The Management discussion Analysis Report isannexed as Annexure-2
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 does not apply to your Company as your Company's equity share Capital and net worthis below the threshold limit prescribed under the said Regulation. Hence the Report onCorporate Governance is not provided.
RELATED PARTY TRANSACTIONS:
There was no contract or arrangements made with related parties falling under Section188 of the Companies Act 2013 during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments have occurred affecting the financial position ofthe Company between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in form MGT 9 is enclosedherewith as Annexure-3 and the Extract of Annual Return has been placed in the web site ofthe company and web-link for the same is disclosed hereunder for reference as perprovisions of Section 92 Sub Section 3 of the Companies Act 2013. website link iswww.regaliaarealty.com
During the year under review your company enjoyed cordial relationship with workersand employees at all levels
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility are not applicable to the Company.
The Company has in place a risk management policy which lays down a vigorous and activeprocess for identification and mitigation for risks. The Policy has been adopted by theBoard of Directors of the Company and the Audit Committee reviews the risk management onthe mitigation plan from time to time.
GENERAL BODY MEETINGS
COMPLIANCES OF THE COMPANY:
There have been no instances of non compliance by the Company on any matters related tothe capital markets nor have any penalty/strictures been imposed on the Company by theStock Exchange or SEBI or any other statutory authority on such matters.
WHISTLE BLOWER POLICY:
The Company is yet to establish a mechanism for Whistle Blower Policy which is a non-mandatory requirement.
i) The Board : The Company has an Executive Chairman. The composition of the Board ofDirectors and Committees of the Board are in line with the provisions of the CompaniesAct 2013 SEBI (LODR) Regulations 2015 and other applicable provisions.
ii) Shareholder rights : The quarterly / annual financial results of the Company arepublished in one English and one Tamil newspaper. Hence half-yearly financial performanceof the Company is not sent individually to the household of shareholders.
iii) The Directors are taking steps to remit all the statutory dues in the currentyear.
iv) Training of Board members and Mechanism for evaluating non-executive Board members: The Directors on the Board are from diverse fields and have enough experience andexpertise in their respective fields.
The Board of Directors of the Company approves and takes on record the un-audited/audited financial results and accounts in the proforma prescribed by the SEBI(LODR) Regulations 2015 and Listing Agreement with Stock Exchanges after the financialresults were reviewed by the Audit Committee and thereafter announces forthwith theresults to all the Stock Exchanges where the shares of the Company are listed.
INTERNAL CONTROL SYSTEMS
The Company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from unauthorized use or dispositionand that transaction are authorised recorded and reported correctly.
DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
During the year the company has not received any complaint under Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
1. In the preparation of the accounts for the financial year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
2. 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 at the end of the financial year and ofthe profit of the Company for that period;
3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the accounts for the financial year ended 31st March2019 on a 'going concern' basis.
5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company and its Directors wish to extend their sincere thanks to the Members of theCompany Executives Staff and workers at all levels for their continuous cooperation andassistance.
Annexure - 1
To The Members
M/s.REGALIAA REALTY LIMITED CIN: L70101TN1994PLC028978 No.10 Tarapore AvenueHarrington Road Chetpet Chennai: 600031 Tamil Nadu.
Our Secretarial Audit Report (Form No. MR-3) of even date for the financial year ended31-03-2019 is to be read along with this letter.
It is responsibility of the management of the Company to maintain Secretarial recordsdevise proper systems to ensure compliance with the provisions of all applicable laws andregulations and to ensure that the systems are adequate and operate effectively.
1. Our responsibility is to express an opinion on these Secretarial records standardsand procedures followed by the Company with respect to Secretarial compliances.
2. We believe that audit evidence and information obtained from the Company'smanagement is adequate and appropriate for us to provide a basis for our opinion.
3. Wherever required I have obtained the management's representation about thecompliance of laws rules and regulations and happening of events etc.
4. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
5. We have not verified the correctness and appropriateness of financial records andbooks of account of the company.
CS. NARESH G.
Practicing Company Secretary Membership
No. FCS 10180 C.P.No. 13129
Date : 15.08.2019