To the Members
Your Directors submit Annual Report of Regent Enterprises
Limited along with the audited financial statements for the financial year ended March31st 2017.
1. Financial Result
|Particulars ||Year Ended March 31 2017 ||Year Ended March 31 2016 |
|I Revenue from ||8667532776 ||3269265481 |
|operations || || |
|II Other Income ||1421200 ||6500 |
|III Total Revenue ||8668953976 ||3269271981 |
|(I +II) || || |
|IV Expenses: || || |
|Purchase of Stock- ||7887262719 ||3302230424 |
|in-Trade || || |
|Changes in ||(50622203) ||(350790588) |
|inventories of || || |
|finished goods || || |
|work-in-progress || || |
|and Stock-in-Trade || || |
|Employee Benefit ||11323466 ||1786439 |
|Expense || || |
|Financial Costs ||314068 ||561744 |
|Depreciation ||2655584 ||2316460 |
|and Amortization || || |
|Expense || || |
|Other Expenses ||808753912 ||309321256 |
|Total Expenses ||8659687546 ||3265425735 |
|V Profit before tax ||9266430 ||3846246 |
|(III - VI) || || |
|VI Tax expense: || || |
|(1) Current tax and material orders passed ||3165000 ||987175 |
|(2) Deferred tax ||(208080) ||205277 |
|(3) MAT Credit ||(150879) || |
|(4) Earlier Year ||(620751) || |
|Adjustment || || |
|VII Profit(Loss) after ||7081140 ||2653794 |
|Tax (V-VI) || || |
Based on the Companys performance the Company is doing great as it had earned aprofit of Rs. 7081140/- during the year but the Company needs fund to expand itsbusiness and not in a position to declare the dividend so the Directors place on recordtheir deep sense of concern that due to growth perspective for business Directors areunable to declare any dividend to the shareholders.
3. Companys Performance
During the year revenue from operations for the financial year 2016-17 is Rs.8667532776/- was higher than last year revenue that was Rs. 3269265481/-. Earningsbefore interest tax and depreciation is amounted to Rs. 9266430/- as compared toEarnings before interest tax and depreciation was amounted to Rs 3846246/- in the year2015-16. Profit after Tax (PAT) for the year 2016- 17 is Rs. 7081140/-.
4. Fixed Deposit
Company has not accepted any deposits from the open public and members as per theprohibition under Section 73 of the Companies Act 2013.
5. Transfer to Reserve
The Company transfers Rs. 7081140/- to the reserve during the year under review.
6. Material changes and commitment if any affecting the financial position ofthe Company 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 passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Companys operation in Future.
There are no significant by the Regulators/Courts that would impact the going concernstatus 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 Companys Affairs i) Further Issue of Capital:-
There is no change in the authorized issued and paid-up capital of the Company duringthe financial year 2016-17.
ii) Change in accounting year:-
There is no change in the accounting year. iii) Manpower training and executivedevelopment programs:-There were no such activities taken place during the year 2016-17.
10. Managements Discussion and Analysis Report
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate Section forms part of the Annual Report as(Annexure I) to the Boards report.
11. Statutory Auditor and Auditors Report
M/s. Rajan K. Gupta & Co. Chartered Accountants Statutory Auditor of the Companyhold office until the conclusion of ensuing Annual General Meeting (AGM) and offers themfor the re-appointment as the Statutory Auditor.
Further your company has received a written consent and a certificate from M/s. RajanK. Gupta & Co.
Chartered Accountants effectively; (Registration No. 005945C) to the effect that theirre-appointment if made would satisfy the criteria mentioned under Section 139 and allother applicable provisions of the Companies Act 2013 read with Companies (Audit andAuditors) Rules 2014.
Hence the Board on the recommendation of Audit Committee recommends the appointment ofM/s. Rajan K. Gupta & Co. Chartered Accountants as Statutory Auditor of the Companyfor a period of one year from the conclusion of this AGM till the conclusion of next AGM.
12. Secretarial Auditor and Secretarial Audit Report
The Board has appointed M/s. Abhishek Sethiya & Associates Practicing CompanySecretaries to carry out Secretarial Audit under the provisions of Section
204 of the Companies Act 2013 for the financial year ended 2016- 2017. The report ofSecretarial 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 accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period;
we have taken proper and maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor 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
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 Companys internal financial controls were adequate and effective during thefinancial year 2016-17.
14. Directors and Key Managerial Personnel
Mr. Praveen Kumar Jha Pursuant to the provisions of Section 161 of the Companies Act2013 was appointed as Additional Cum Independent Director of the Company on 07th December2016. Further he resigned from the post as on 30th June 2017. Later on Mr. Vikas Kumarwas appointed as additional Director cum Whole Time Director w.e.f 19th January 2017 fora period of five years.
As on 15th July 2017 Mr. Neeraj Singh was appointed as Independent Director due toresignation by Mr. Praveen Kumar Jha and Mr. Sachin jain was appointed as AdditionalDirector as on 15th July 2017.
15. Number of Board Meetings
Board were held during the year. For details of the meetings of the Board please referto 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 performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings 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 theviews of executive Directors and non-executive Directors. The same was discussed in theBoard meeting that followed the meeting of the independent Directors at which theperformance of 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 compliance with the CorporateGovernance norms and stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forming part of this report is annexed herewith (Annexure-II).
19. Extract of Annual Return
As provided under Section 92(3) of the Act the extract of annual return is given in (Annexure-III)in the prescribed form MGT-9 which forms part of this report.
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) tothis Report.
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 2017.
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 2013a Vigil Mechanism for
Directors and employees to report genuine concerns has been established. The VigilMechanism Policy has been uploaded on the website of the Company athttp://www.regententerprises.in under investors/Vigil Mechanism Policy link.
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 is not covered by the Section 135 of the Companies Act 2013 as theCompany has not prescribed income as mentioned in the above pursuant law of the CompaniesAct 2013.
26. Declaration of Independent Directors
The Company has received declarations from all the
Independent Directors of the Company confirmingthat they meet the criteria ofindependence as prescribed both under the Act and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
27. Companys Policy relating to Directors Appointment Payment of Remunerationand Discharge of their Duties.
The Companys 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
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 ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
| || ||By order of the Board |
| || ||For REGENT ENTERPRISES LIMITED |
| ||Sd/- ||Sd/- |
|Place : New Delhi ||Veenu Jain ||Vikas Kumar |
|Date : 30th May 2017 ||Director (DIN- 06936574) ||Director (DIN-05308192) |
|Registered Office: || || |
|E-205 (LGF) Greater Kailash-II || || |
|New Delhi-110048 || || |