Regency Investments Limited
The Directors are pleased to present the Twenty Sixth Board Report along on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended 31st March 2019.
The Financial position of the Company during the year is as under:
| || ||(Amounts in Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Total Income ||218.59 ||64.22 |
|Profit/(Loss)before tax ||48.90 ||30.97 |
|Tax Expenses || || |
|Current Tax ||12.77 ||8.06 |
|Deferred Tax ||0.05 ||0.29 |
|Profit(Loss) After Taxation ||36.13 ||22.91 |
Listing of Securities:
The Company is listed on Bombay Stock Exchange a National wide Stock Exchange and isregularly complying with SEBI (LODR) Regulations 2015.
Overview of Company's Financial Performance:
During the financial year 2018-19 Total Revenue from operations including the otherincome was Rs.218.59 lacs against Rs.64.22 lacs in the previous year. The Company hasearned net profit of Rs. 36.13 lacs in the current financial year and net profit ofRs.22.91 lacs in the previous financial year.
The paid up equity share capital as on March 31 2019 was Rs. 37118330. There waspreferential issue of 711633 shares at Rs. 35.93 per share (Rs. 25.93 being securitypremium) during the year. The Company has not issued shares with differential votingrights sweat equity shares nor has it granted any stock options.
Transfer to reserves:
During the financial year 2018-19 the Company has transferred profits to reserve.
Change in Nature of Business:
During the financial year 2018-19 there is no change in nature of business of theCompany. Company is undertaking investment activity only.
As per the provisions of Companies Act 2013 directors have decided to declaredividend at Rs. 0.10 per Equity Shares to the shareholders.
Extract of Annual Return:
In accordance with Section 134(3)(a)of the Companies Act2013an extract of the Annualreturn in the prescribed format Form MGT 9 is annexed herewith as eAnnexureA' to the Board's report.
During the financial year 2018-19 the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 and Non Banking Financial Companies - Acceptance ofPublic Deposits (Reserve Bank) Directions 2016.
Meetings of the Board:
During the Financial Year 2018-19 Twelve (13) Meetings of the Board of Directors wereheld on following dates. However one meeting of Independent Directors was also held on14.11.2018
|S. No. ||Dates on which meeting held ||Directors who attended |
|1 ||12.04.2018 ||Mrs. Sahara Khanna Mr. Gaurav Kumar Mr. Surender Kumar Mr. Rajiv Vashisht |
|2 ||25.04.2018 ||Mrs. Sahara Khanna Mr. Gaurav Kumar Mr. Surender Kumar Mr. Rajiv Vashisht |
|3 ||08.05.2018 ||Mrs. Sahara Khanna Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Rashu Sarin |
|4 ||29.05.2018 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Rashu Sarin Mr. Rajiv Vashisht |
|5 ||28.06.2018 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Neha Abrol Mr. Ashok Malik |
|6 ||28.07.2018 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Neha Abrol |
|7 ||13.08.2018 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Neha Abrol Mr. Raman Kataria |
|8 ||04.09.2018 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Neha Abrol |
|9 ||14.11.2018 ||Mr. Gaurav Kumar Mr. Surender Kumar Mr. Raman Kataria |
|10 ||21.01.2019 ||Mr. Gaurav Kumar Mrs. Rashu Sarin Mrs. Neha Abrol Mr. Raman Kataria |
|11 ||08.02.2019 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Neha Abrol Mr. Raman Kataria |
|12 ||19.03.2019 ||Mr. Gaurav Kumar Mr. Surender Kumar Mrs. Neha Abrol |
The meetings were held in the Unit no. 201B 2nd Floor Gloabal BusinessPark Waraich Farm Compound NH 22 Delhi Ambala Chandigarh Road Zirakpur 140603 (earlierRegd Office)
Directors and Key Managerial Personnel:
All the Directors and Key Managerial Personnel have varied experience and specializedknowledge in various areas of relevance to the Company. The Board consists of Directorsand KMPs appointed as per the provisions of the Companies Act 2013.Following changes inthe Company with respect to Directors and KMPs took place during the year:
|Name ||Designation ||Nature and Date of Change |
|Ms. Anubha ||Company Secretary ||Resigned w.e.f.12.04.2018 |
|Mr. Ajay Kumar ||Chief Financial Officer ||Resigned w.e.f.12.04.2018 |
|Mr. Saurav Chaudhary ||Director ||Resigned w.e.f.12.04.2018 |
|Ms. Vandana Garg ||Chief Financial Officer ||Appointed w.e.f. 12.04.2018 |
|Mrs. Sahara Khanna ||Whole Time Director ||Resigned w.e.f. 29.05.2018 |
|Mrs. Neha Abrol ||Additional Director ||Appointed w.e.f. 29.05.2018 |
|Ms. Shipra Anand ||Company Secretary ||Appointed w.e.f. 28.06.2018 |
|Mr. Ashok Malik ||Director ||Resigned w.e.f. 23.07.2018 |
|Mr. Rajiv Vashisht ||Director ||Resigned w.e.f. 23.07.2018 |
|Mr. Raman Kataria ||Director ||Appointed w.e.f. 28.07.2018 |
|Ms. Vandana Garg ||Chief Financial Officer ||Resigned w.e.f. 31.08.2018 |
|Mr. Adarsh Tulshyan ||Chief Financial Officer ||Appointed w.e.f. 14.11.2018 |
|Ms. Shipra Anand ||Company Secretary ||Resigned w.e.f. 28.02.2019 |
|Mr. Pratik Jalan ||Director ||Appointed w.e.f. 24.04.2019 |
|Ms. Khyati ||Company Secretary ||Appointed w.e.f. 24.04.2019 |
|Mr. Raman Kataria ||Director ||Resigned w.e.f. 29.05.2019 |
None of the Directors are disqualified under section 164 of the Companies Act 2013 orliable to cease director u/s 167 of the Act. All present directors are Indian Residents.
Directors Identification Number :
All present directors on the Board have valid Director Identification Number (DIN)Directors and Company has complied with the Companies (Appointment and Qualification ofDirectors) Rules 2014 in respect of DIN.
The Company is engaged in investment business is considered to be only businesssegment under A.S. 17. The Company hence during the financial year does not have anyreportable business and/or geographical segment therefore as per Accounting Standard 17"Segment Reporting" is not applicable.
Particulars Of Buy Back Of Shares:
During the financial year 2018-19 Company has not purchased its own shares nor givenany loan for purchase of shares hence no particulars are required to be furnished underSection 67 of the Companies Act 2013 and Indian Accounting Standard is not applicable tothe company.
Subsidiaries Associate and Joint venture Companies:
During the financial year 2018-19 according to Companies Act 2013 and rules madethere under the Company doesn't have any Subsidiary Company Associate Company and JointVenture Company. Hence Form AOC 1' is not applicable.
Declaration by Independent Directors:
The Company has received necessary declaration from all Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section149(6) of the Companies Act2013 and regulation 16(1)(b) of SEBI(ListingObligations and Disclosure Requirements)Regulations2015.
Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:
During the financial year 2018-19 there were no such orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.
Internal Financial Control:
As confirmed by statutory auditor in his reports the Company has in all materialrespects an adequate internal financial controls system over financial reporting and suchinternal financial controls over financial reporting were operating effectively.
Committees of the Board:
In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:
Stakeholders Relationship Committee
Nomination and Remuneration Committee and
Establishment of Vigil Mechanism:
The Company has established and adopted Vigil Mechanism and the policy(Whistle BlowerPolicy) thereof for directors and employees of the Company in accordance with Section 177of the Companies Act 2013 or any other provisions of Companies Act 2013 as well asRegulation 22 of SEBI(Listing Obligations and Disclosure Requirements Regulations2015).During the year under review no personnel of the Company approached the Audit Committeeon any issue falling under the said policy.
Particulars of remuneration to employees:
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure 8. In terms of first proviso to Section 136 of the Act the Report andAccounts are being sent to the Members and others entitled thereto excluding theinformation on employees' particulars as required pursuant to provisions of Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.The said information is available for inspection by the Members at the Registered Officeof the Company during business hours on working days of the Company up to the date of theensuing AGM. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.
Management Discussion and Analysis:
The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as eAnnexure B'.
In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the provision of Regulation 27 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany since the paid up capital of the Company is below Rs. 10 crores and also the networth 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.
A certificate from CFO and Managing Director of the Company regarding is at Annexure-C'respectively attached to Board's Report in compliance of SEBI (LODR) Regulations 2015.
a) Statutory Auditors:
M/s. Sunil K Sharma & Associates Chartered Accountants Chandigarh (Firm Reg. No.029335N) were appointed on 21.01.2019 as Statutory Auditors of the Company to hold theoffice from the conclusion of Board Meeting until the conclusion of the Annual GeneralMeeting. Further the Auditors have confirmed their eligibility limits as prescribed inthe Companies Act 2013 and that they are not disqualified for such appointmenttherefore M/s. Sunil K Sharma & Associates Chartered Accountants Chandigarh (FirmReg. No. 029335N) be and are hereby appointed Auditors of the Company for a period of five(5) years and to hold the office as Auditors from the conclusion of 26th AnnualGeneral Meeting till the conclusion of 31st Annual General Meeting of the Company to beheld in the year 2024 . There is no qualification or adverse remark or disclaimer made bythe statutory auditor in his report on the financial statement of the Company for thefinancial year ended on 31st March 2019.
b) Secretarial Auditor:
Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 Report of Secretarial Auditor forms part of theDirectors Report as eAnnexure D'. With regard to observation over pendencyregarding forms for changes in KMPs and appointment of Internal Auditor the Form is beingfiled with delay.
Employees Stock Option Scheme (ESOS) Sweat Equity & Shares having differentialvoting rights:
During the Financial Year 2018-19 Company has not issued any shares to the employeesof the Company under the Employee Stock Option Scheme Sweat Equity and with differentialvoting rights.
Director's Responsibility Statement:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby confirmed:
a) That in the preparation of the accounts for the financial year ended on 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures
b) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2019and of the profit and loss of the Company for the year ended on that date;
c) That the Directors had 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;
d) That the Directors had prepared the accounts for the financial year ended on 31stMarch 2019 on a going concern' basis.
e) That Directors had laid down adequate financial controls and that the financialcontrols were adequate and were operating effectively.
f) That Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws all applicable secretarial standards were in place and wereadequate and operating effectively.
Policy on Director's appointment and remuneration:
Policy for Selection and Appointment of Directors and their Remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters under Sub-section(3) of Section 178 of the Companies Act2013 is adoptedby the Board.
Particulars of Loans Given Investments Made Guarantees Given And Securities ProvidedUnder Section 186 Of Companies Act 2013:
Details on loans or investments are mentioned in Notes to financial statements of thisAnnual Report. (Refer Note 10 for investments and Note No. 12 & 14 for loans given ofthe attached financial statements for the financial year 2018-19.).The Company has neitherprovided any security nor given any guarantee on behalf of a third party.
Contracts and Arrangements with the Related Parties:
During the Financial Year 2018-19 all Related Party Transactions entered with theRelated Parties were at arm's length and were in the ordinary course of the business.
Corporate Social Responsibility:
Provisions of Section 135 of the Act are not applicable to the Company disclosureunder 134(3) (o) read with rules 9 of Companies (Accounts) Rules 2014 be treated as Nil.Company is not required to constitute CSR Committee.
Material changes and commitments affecting financial position between the end of thefinancial year and date of report:
There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.
Energy Conservation Technology Absorption Foreign Exchange Earning And Outgo:
Since the Company is an Investment Company and did not carry any manufacturingactivities and the Company has neither used nor earned any foreign exchange during theyear under review. Hence no particulars as per Section 134(3)(m) read with Rule 8(3) ofThe Companies (Accounts) Rule 2014 are being furnished under this head.
Risk Management Policy and Compliance Framework:
Risk Management policy of the Company has been developed and implemented recommendedby the Audit Committee and approved by Board of Directors. In the opinion of the board thebelow given risks may threaten the existence of the Company.
External Risk Factors for the Company:
1. The demand for our services is largely dependent on the level of investments and theGovernment's spending on civil infrastructure projects in India. Any policy change oreconomic downturn or other factors adversely affecting investments in this sector mayadversely affect our business financial condition results of operations and prospects.
2. To ensure compliance with the requirements of the Companies Act 2013 and SEBI(LODR) Regulations 2015 we may need to allocate additional resources which may increaseour regulatory compliance costs and divert management attention.
3. Terrorist attacks civil disturbances wars regional and communal conflictsnatural disasters fuel shortages and epidemics may have a material adverse effect on ourcompany's business and on the market for securities in India.
4. Political instability or a change in economic liberalization and deregulationpolicies could seriously harm business and economic conditions in India generally and ourbusiness in particular.
5. A slowdown in economic Growth in India could cause our business to suffer.
Internal Risk Factors:
1. Most of our branches including our registered office corporate office plant andwarehouses are located at Leased/ Rental premises .Our operations may be materially andadversely affected if we are unable to continue to utilize any of our properties.
2. The loss of or a significant decrease in revenues from one or more top ten clientsor primary markets may adversely affect our revenues results of operations and financialperformance.
3. Our business is substantially dependent on our key clients from whom we derivesignificant portion of our revenues. The loss of any significant clients may have amaterial and adverse effect on our business and results of operations.
4. Our business is dependent on the road network and our ability to utilize ourvehicles in an uninterrupted manner.
5. Increase in fuel price labour or other costs like tolls and taxes may affect ouroperations.
During the financial year 2018-19 the Company is not required to maintain cost recordsas specified by the Central Government under sub-section (1) of section 148 of theCompanies Act 2013.
Disclosure under Sexual Harassment Act:
The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. During the year there were no complaints filed against any of theemployees of the Company under this Act.
Your Directors would like to express their grateful appreciation for the assistancesupport and cooperation received from the Financial Institutions Banks GovernmentAuthorities and Shareholders during the year under review.
By order of the Board
For Regency Investments Limited
Mr. Gaurav Kumar
Chairman & Managing Director