OPERATION AND FINANCIAL RESULTS:
The summary of operation and financial results of the company for the year withcomparative figures for last year is as under:
(Amount in Rs.)
|FINANCIAL RESULTS ||2017-2018 ||2016-2017 |
|Revenue from operations ||6364294.46 ||4071659 |
|Other Income ||58042 ||211035 |
|Less: Operational & Other expenses ||3324967.70 ||1327731 |
|Profit/(Loss) before Depreciation ||3097368.76 ||2954963 |
|Less: Depreciation ||111198.35 || |
|Less: Finance Cost ||1087931.72 || |
|Less: Exceptional Items || |
|Profit/ (Loss) Before Taxation ||3097368.76 ||2954963 |
|Less: Provision for Tax ||806386.01 ||886073 |
|Less: Prior Year"s Income Tax || || |
|Net Profit After Tax ||2290982.75 ||2068890 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS:
The Company being a Non-Banking Financial Company (NBFC) registered with Reserve Bankof India (RBI) under Category B has generated revenue in the form of Commission forFinancial and Investment advisory and consultancy services. The Company has also earnedInterest on Deposit held with Scheduled Bank.
The Income from Operation of the Company has increased from Rs. 4071659/- in the FY2016-17 to Rs. 6364294.46/- during the current financial year. During the year underreview the Company has earned other income of Rs. 58042/-
The Company has earned a Net Profit of Rs. 2290982.75/- during the financial year underreview as compared to Rs. 2068890/- during the financial year 2016-17
TRANSFER TO RESERVES:
The credit Balance of the Profit and Loss Account has been transferred to reserves inthe balance sheet. DIVIDEND:
In order to conserve the reserves the management of the Company does not propose todeclare any dividend for the financial year ended 31st March 2018.
During the year under review the Board of Directors has appointed five Directors onthe board and five Directors has been resigned from the Board.
DECLARATION BY INDEPENDENT DIRECTOR: (SECTION 134(3)(D)
Declaration by an Independent Director(s) that they meet the criteria of independenceas provided in subsection (6) of the Companies Act 2013 is enclosed.
An Independent Director shall hold office for a term up to five consecutive years onthe Board of a company and shall be eligible for reappointment for next five years onpassing of special resolution by the company.
PARTICULARS OF DIRECTORS/KMP/EMPLOYEES
In the terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there are No employees drawing remuneration in excess of thelimits prescribed in the act.
During the year under review the following changes have been made in the Boardstructure of the Company:
|Name of No. Directors ||DIN ||Date of Appointment ||Date of Resignation ||Designation |
|1. Rana Randhir ||01094470 ||April 30 2008 ||August 12 2017 ||Non-Executive |
|2. Nisha Ranka ||03456003 ||March 31 2015 ||August 12 2017 ||Non-Executive |
|3. Ajay I. Majithia ||00196729 ||April 30 2008 ||August 12 2017 ||Non-Executive |
|4. Rajiv Vashisht ||02985977 ||September 13 2017 ||July 28 2018 ||Executive Director & Chairman |
|5. Ashok Malik ||02605240 ||September 13 2017 ||July 28 2018 ||Non-Executive |
|6. Sourav |
|03635616 ||September 13 2017 ||April 12 2018 ||Non-Executive |
|7. Sahara Sharma ||07682859 ||December 21 2016 ||May 29 2018 ||Whole Time Director |
|8. Narendra |
|00155242 ||August 12 2017 ||November 15 2017 ||Non-Executive |
|9. Ajay Kumar ||AXTPK5333Q ||August 12 2017 ||April 12 2018 ||Chief Financial Officer |
|10. Anubha ||BRMPA2422G ||February 14 2017 ||April 12 2018 ||Company |
|11. Vandana Garg ||BAQPG7050P ||April 12 2018 ||- ||Chief Financial Officer |
|12. Shipra Anand ||ALXPA0160D ||June28 2018 ||- ||Company |
|13. Surender Kumar Singla ||07974144 ||November 15 2017 ||- ||Non- Executive Independent |
|14. Rashu Sarin ||07903239 ||August 12 2017 ||- ||Non- Executive Independent |
MATERIAL EVENTS THAT HAVE OCCURRED DURING AND AFTER THE COM PLETION OF FINANCIAL YEAR2017-18
1. Proposed Open Offer by Mr. Rajiv Vashisht(" Acquirerl") and Mr. GauravKumar ("Acquirer 2") collectively ("Acquirers") to acquire up to780052 equity shares of Rs. 10/- each for cash at a price of Rs.10/- aggregating upto Rs.7800520 to the public shareholders of Regency Investments Limited in accordance with theSecurities And Exchange Board Of India(Substantial Acquisition Of Shares And Takeovers)Regulations 2011.
2. Corrigendum to Detailed Public Statement dated June 27 2017 was published on June28 2017. Also
"Saffron Capital Advisors Private Limited appointed as "Manager to theIssue" to the captioned Open offer by the Acquirers in terms of Regulation 12(1) ofthe Takeover Regulations.
3. The Board Of Directors of the company at their meeting held on August 12 2017 hadmade Application for Extension Of Annual General Meeting for 2016-1 7 to the Registrar ofCompanies Punjab and Chandigarh and have got the approval for the same on August 282017.
4. Upon consummation of the open offer Mr. Gaurav Kumar and Mr. Rajiv Vashisht hastaken over the management control of the Company and the Composition of the Board ofDirectors have changed in compliance with SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 2011 and Reserve Bank of India Act 1934 by appointment of Mr.Gaurav Kumar and Mr. Rajiv Vashisht on the Board of the Company w.e.f. September 13 2017and categorization of Mr. Gaurav Kumar and Mr. Rajiv Vashisht in the category ofpromoters.
5. Issue and allotment of 711633 Equity Shares of Rs. 10/- each at premium of Rs.25.93 up to an aggregate of Rs. 25568973.69 /-on preferential basis to Non-PromotersAnd Bodies Corporate after the approval of shareholders in the Extra Ordinary GeneralMeeting held on March 302018.
6. Increase in the Authorised Share capital of the company from Rs. 32000000/-dividedinto 3200000 equity shares of Rs. 10/-each to Rs. 42000000/- divided into 4200000 equityshares of Rs. 10/- each to enable the company to issue securities on preferential basis.
Management Discussion And Analysis
A report on the Management Discussion and Analysis is attached as a separate part ofthis Annual Report as ANNEXURE B.
The Company has vigorously taken steps to follow the best corporate governancepractices aimed at building trust among the key stakeholders shareholders employeescustomers suppliers and other stakeholders on four key elements of Corporate governance transparency fairness disclosure and accountability.
Further in terms of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the provision of Regulation 27 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company since the paid up capital of the Company is below Rs. 10 croresand also the net worth of the Company is below Rs. 25 Crores.
Since the Paid-up capital and Net worth of the Company is within the thresholdspecified under the Regulations the Compliance with the Corporate Governance Norms arenot applicable to Company and thus the Company is not required to attach the CorporateGovernance report with the Report of the Board of Directors.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement:
(i) That in the presentation of the annual accounts for the year ended March 31 2018applicable accounting
standards have been followed and that there are no material departures
(ii) That they have in the selection of the accounting policies consulted thestatutory auditors and
have applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company for theyear ended March 31 2018 and of the profit of the Company for the year ended on thatdate;
(iii) That they have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act for safeguarding the assets of the Company and forpreventing and detecting
fraud and other irregularities;
(iv) That the annual accounts have been prepared on a going concern basis.
(v) That internal financial controls followed by the Company are adequate and wereoperating effectively
(vi) That the system to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively
The Company did not have any Holding/ subsidiary/Associate Company during the periodunder review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH &DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO
(a) Energy conservation measures taken : Nil
(b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy : Nil
(c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent
impact on the cost of production of goods : Nil
(d) Total energy consumption and energy consumption per unit of production: Nil
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
A. Power and fuel consumption : Nil
B. Consumption per unit of production : Nil
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC-
|I Research and Development ||: Nil |
|II Technology Absorption Adaptation and Innovation ||: Nil |
FOREIGN EXCHANGE EARNINGS AND OUTGO
|I. Earnings in Foreign Exchange during the year ||: Nil |
|II. Foreign Exchange outgo during the year ||: Nil |
CHANGE IN SHARE CAPITAL AND LISITNG OF SHARES:
During the year under review there were no changes in the Capital Structure of theCompany. The Company"s shares are listed on the BSE Limited and Calcutta StockExchange Limited and the details of the same are given below as on March 31 2018:
|Name Of The Stock Exchange ||Number Shares Listed On Stock Exchange (Equity) |
|Calcutta Stock Exchange Limited ||3000200 |
|BSE Limited ||3000200 |
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31 2018 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 in the prescribed form MGT-9 is attached as ANNEXUREA" and forms part of this report.
Secretarial Auditors And Their Report
Ms. Reena Tekaria Company Secretaries was appointed as Secretarial Auditors of theCompany for the financial year 2017-18. Pursuant to Section 204 of the Companies Act2013. The Secretarial Audit Report submitted by them in the prescribed form MR-3 isattached as ANNEXURE C" and forms part of this report.
MANAGEMENT EXPLANATION TO THE AUDITORS OBSERVATIONS:
|AUDITORS REMARKS ||BOARD;S COMMENTS |
|1. The Company had taken loans from Banks but Form MGT-14 w.r.t filing of resolution approving the loan has not been filed with Registrar of Companies (ROC) as required under section 179 of Companies Act 2013 and has not created charge on the loan as required under section 77 of Companies Act 2013. ||The company will comply with the pendencies at earliest |
|2. The Company has appointed Secretarial Auditors required as per Section 204 but has not filed Form MGT- 14 with the Registrar of Companies as required under section 179 of Companies Act 2013. ||The company will comply with the pendencies at earliest |
|3. The Company has not appointed Internal Auditors required as per Section 138 respectively but has not filed Form MGT-14 with the Registrar of Companies as required under section 179 of Companies Act 2013 ||The company will comply with the pendencies at earliest |
|4. Form MGT-14 has not been filed with ROC as required U/s 179 of Companies Act 2013 for Approval of Balance ||The company will comply with the pendencies at earliest |
RATIFICATION OF STATUTORY AUDITOR OF THE COMPANY
The Board of Directors has ratified the appointment of M/s. Kapil Sandeep &Associates (Firm Reg. No. 016244N) Chartered Accountants as the Statutory Auditor of theCompany for the financial year 2018-19 also the Company have received the eligibilityletter under section 139 of the Company Act 2013 stating that if their appointment isconfirmed it will be in conformity under the provisions of the Act.
During the period under review your Company has not accepted or invited any depositsfrom public.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY'SOPERATIONS
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status and company"s operations in future.
RELATED PARTIES TRANSACTIONS
All the transactions with related parties are in the ordinary course of business and onarm"s length basis. The details of the transactions entered into between the Companyand the related parties are given in AOC-2 attached as ANNEXURE D".
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year under review the Company has not granted any loan or guarantee and notmade any investment in any company in terms of Section 186 of the Companies Act 2013 andthus the disclosure in context to the same is not required to be given. During the yearunder review the company has complied with the provisions of Section 185 and 186 of theAct with respect to the Loans and Investments made.
The Board met 6 (Five) times during the financial year i.e on April 24 2017 August12 2017 September 13 2017 November 15 2017 February 8 2018 and February 28 2018
Details of the Board of Directors and Attendance Record of Directors during thefinancial year ended March 31 2017 is as under:
|Sr. No Name of director ||Attendance at Board Meetings held during FY 2017 - 2018 |
|1. Mr. Ajay Inder Majithia ||3(Three) |
|2. Ms. Nisha Ranka ||2(Two) |
|3. Mr. Rana Randhir ||2(Two) |
|4. Mrs. Sahara Sharma ||6(Six) |
|5. Mrs. Rashu Sarin ||4(Four) |
|6 Mr. Narendra Kumar Gupta ||2(Two) |
|7. Mr. Rajiv Vashisht ||3(Three) |
|8. Mr. Gaurav Kumar Abrol ||3(Three) |
|9. Mr. Ashok Malik ||3(Three) |
|10 Mr. Saurov Choudhury ||2(Two) |
|11 Mr. Surender Kumar Singla ||2(Two) |
The Company has the following Committees of the Board:
0 Audit Committee
0 Nomination & Remuneration Committee 0 Stakeholders Relationship Committee
The Board of Directors of the Company at their meeting held on August 13 2018 have re-constituted the aforesaid Committees and the composition of each of the above Committeesas on date is given below:
| ||Ms. Rashu Sarin |
|Audit Committee ||Mr. Surender Kumar |
| ||Mr. Gaurav Kumar |
|Nomination and Remuneration Committee ||Ms. Rashu Sarin |
Mr. Surender Kumar
Mr. Gaurav Kumar
|Stakeholders Relationship Committee ||Ms. Rashu Sarin |
Mr. Surender Kumar
Mr. Gaurav Kumar
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant of the principleof prudent business governance that freedom of management should be exercised within aframework of appropriate checks and balances. The Company remains committed to ensuring aneffective internal control environment that inter alia provides assurance on orderly andefficient conduct of operations security of assets prevention and detection offrauds/errors accuracy and completeness of accounting records and the timely preparationof reliable financial information.
The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.
The Financial Statements of the Company are prepared on the basis of the SignificantAccounting Policies that are carefully selected by management and approved by the Board.These in turn are supported by a set of divisional Delegation Manual & StandardOperating Procedures (SOPs) that have been established for individual units/ areas ofoperations.
The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.
RISKS AND MITIGATION
The Company has identified various risks faced by the Company from different areas. Asper the provision of the Companies Act 2013 and listing agreements the Board had adopteda risks management policy whereby a proper framework is set up. Appropriate structures arepresent so that risks are inherently monitored and controlled. A combination of policiesand procedures attempts to counter risks as and when they evolve.
As the Company is operating in the service industry cost audit is not applicable tothe Company and hence no reporting is required.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013"the Company has in place a formal policy forprevention of sexual harassment of its women employees.
The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.
|Number of Complaints received ||NIL |
|Number of Complaints disposed off ||NIL |
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be disclosed in terms of Section 134 of theCompanies Act
2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are made available at the registered office of the Company. Themembers desirous of obtaining the same may write to the Company at the registered office.
The company maintained healthy cordial and harmonious industrial relations at alllevels the enthusiasm and unstinting efforts of employees have enabled the company toremain at the leadership position in the industry it has taken various steps to improveproductivity across organization.
Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the shareholders Bankers Financial InstitutionsGovernment authorities esteemed corporate clients customers and other businessassociates. Your Directors recognize and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.
By Order and on behalf of the board SD/-
Gaurav Kumar Abrol Managing Director DIN:06717452
Dated: September 4 2018