Regent Enterprises Ltd.
|BSE: 512624||Sector: Others|
|NSE: N.A.||ISIN Code: INE769D01016|
|BSE 13:38 | 21 Jan||4.20||
|NSE 05:30 | 01 Jan||Regent Enterprises Ltd|
Regent Enterprises Ltd. (REGENTENTERP) - Director Report
Company director report
To the Members
Your Directors submit 25th Annual Report of Regent Enterprises Limited along with theAudited Financial Statements for the Financial Year ended March 31st 2019.
1. Financial Result (Amount in Rs.)
The Company earned total income of Rs. 3968275 during the year 2018-19 which is lessthan the previous year therefore with a view to conserve resources; your Directors havethought it prudent not to recommend any dividend for the financial year under review.
3. Company's Performance
During the year revenue from operations for the Financial Year 2018-19 is Rs11359604172 which is less as compared to the last year that was Rs.15620493555.Earnings before Tax is amounted to Rs. 14248678 as compared to Earningsbefore Tax was amounted to Rs 23141475 in the year 2017-18. Profit after Tax (PAT) forthe year 2018-19 is Rs. 10744016/- whereas it stood at Rs. 17182311 for the year2017-18.
The Company has not accepted any deposits from the open public and members as per theprohibition under Section73 of the Companies Act 2013.
5. Transfer to Reserve
During the Financial Year ended 31st March 2019 the Company transfers Rs. 3968275/-tothe reserve during the year under review.
6. Material changes and commitment if any affecting the financial position of theCompany occurred between the end of financial year to which these financial statementsrelate and the date of the report
No material changes and commitments affecting the position of the Company occurredbetween the ends of the financial year to which this financial statement relates on thedate of the report.
7. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operation in Future.
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
8. Details of Subsidiary/Joint Ventures/Associates Companies
The company has no subsidiary/Joint Ventures/ Associates Companies.
9. The state of the Company's Affairs
i) Further Issue of Capital:-
There is no change in the authorized issued and paid-up capital of the Company duringthe financial year 2018-19.
ii) Change in accounting year:-
There is no change in the accounting year.
iii) Manpower training and executive development programs:-
There were no such activities taken place during the year 2018-19.
10. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate Section forms part of the Annual Report as (Annexure I)to the Director's report.
11. Explanation or comments on Auditor's Report:
Auditor's report being self-explanatory no comments are required to be given in termsof Section 134 (3) (f) (i).
12. Secretarial Auditor and Secretarial Audit Report
The Board has appointed M/s Sharma Vijay & Associates Practicing CompanySecretaries to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year ended 2018-19.
The report of Secretarial Auditor is annexed to this report as Annexure V.
13. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
> in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;
> we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 2019 and ofthe profit of the Company for that period;
> we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
> we have prepared the annual accounts on a going concern basis;
> we have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
> We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant Board committees including the audit committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2018-19.
14. Directors and Key Managerial Personnel
During the year following changes have occurred in directors and Key ManagerialPersonnel
1. Mr. Kawalpreet Arora has resigned from the post of Company Secretary Cum ComplianceOfficer of the company w.e.f. 11/04/2018.
1. Mr. Pradeep Kumar Singhal was appointed as Additional Director of Company w.e.f12/06/2018.
2. Mr. Nitesh Kumar Sharma was appointed as a Company Secretary Cum Compliance Officerof the company w.e.f 18/06/2018.
4. Mr. Nitesh Kumar Sharma has resigned from the post of Company Secretary CumCompliance Officer of the company w.e.f 14/03/2019.
After the Financial year following changes have occurred in Director and Key ManagerialPersonnel:
1. Ms. Veenu Jain who was Appointed as Independent Director w.e.f 13/08/2015 till31/03/2019. She was re-appointed by the Board of Directors w.e.f 01/04/2019 subject toapproval by the members of the Company in the upcoming General Meeting.
2. Mr. Kapil Arora was appointed as a Company Secretary Cum Compliance Officer of theCompany w.e.f 15/04/2019.
3. Mr. Pradeep Kumar Singhal has resigned from the post of Director w.e.f 25/07/2019.
In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Vikas Kumar is liable to retire byrotation and being eligible seeks re-appointment at the ensuing Annual General Meeting.The Board of Directors recommends his re-appointment. Mr. Vikas Kumar is not disqualifiedunder Section 164(2) of the Companies Act 2013.
Brief resume of the Director proposed to be reappointed nature of his experience inspecific functions and area and number of public companies in which he holdsmembership/chairmanship of Board and Committees Shareholdings and interse relationshipswith other directors as stipulated under Regulation 36(3) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 are providedin the Annexure to the Notice of AGM' forming part of the Annual Report.
15. Number of Board Meetings
12 meetings of the Board were held during the Financial Year 2018-19. For details ofthe meetings of the Board please refer to the Corporate Governance Report (Annexure-II)which forms part of the report.
16. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of independent Directors performance of non-independentDirectors
performance of the Board as a whole was evaluated taking into account the views ofexecutive Directors and non-executive Directors. The same was discussed in the Boardmeeting that followed the meeting of the independent Directors at which the performanceof the Board its committees and individual Directors was also discussed.
17. Internal financial control system and their adequacy
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report (Annexure-I) which forms part of thisreport. The Company regularly gets its accounts audited from internal auditor.
18. Corporate Governance Report:
Your Company has been complying with the conditions of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Aseparate report on Corporate Governance along with Auditors' Certificate on compliancewith the Corporate Governance norms and stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forming part of this report is annexedherewith (Annexure-II).
19. Extract of Annual Return
Pursuant to the provisions of Section 92 (3) and Section 134 (3) (a) of the CompaniesAct 2013 read with rule 12 (1) of the Companies (Management and Administration) Rules2014 an extract of annual return in Form MGT 9 is attached herewith as (Annexure III) andforms part of this report. The same Annual Return has been placed on the website of theCompany at http://www.regententerprises.in
20. Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in (Annexure IV) to thisReport.
21. Particulars of loan guarantee and investments
The particular of loans guarantees and investments have been disclosed in thefinancial statements.
22. Transactions with related parties
None of the transactions pursuant to Section 188 of the Companies Act 2013 was takenplace during the financial year ended on March 31st 2019.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board has been uploaded on the website of the Company athttp://www.regententerprises.in under investors/Related Party Transaction Policy link.
23. Vigil Mechanism/ Whistle Blower Policy
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013and regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for Directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp:// www.regententerprises.in
24. Conservation Of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3) (m) of the Companies Act 2013 are not applicable to ourCompany as our Company has not carried out in the manufacturing activities. The foreignexchange earnings on account of the operation of the Company during the year were Rs. Nil.
25. Corporate Social Responsibility
The Company has spent Rs. 200000 in the Financial Year 2018-19 for the CorporateSocial Responsibility as required under the Companies Act 2013.
26. Declaration of Independent Directors
The following Directors are independent in terms of Section 149(6) of the Act and theListing Regulations:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
27. Company's Policy relating to Directors Appointment Payment of Remuneration andDischarge of their Duties.
The Company's policy relating to appointment of Directors payment of ManagerialRemuneration Directors qualification positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in the Annexure which forms part of this report (Annexure-VI[A]). Policy forselection of Directors determining Directors' Independence Remuneration Policy forDirectors and Key Managerial Personnel is annexed as (Annexure-VI [B]).
28. Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made there under your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for Redressal ofcomplaints related to sexual harassment.
Your Directors declared and confirm that during the year under review there is nocase filed under Sexual Harassment of Women at workplace (Prevention Prohibition &Redressal ) Act 2013.
The Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year.
The Directors also wish to take on record their deep sense of appreciation for thecommitted services of the employees at all levels which has made our Company successfulin the business.
By order of the Board
For Regent Enterprises Limited