To,
The members of
Regal Entertainment and Consultants Limited
Your directors presents their Thirty First Annual Report and
Audited Annual Accounts for the year ended March 31, 2023.
Financial Results
The Companys financial performance, for the year ended March 31,
2023 is summarized below:
(Rs. in Lakhs)
| Particulars |
For the year ended |
For the year ended |
|
March 31, 2023 |
March 31, 2022 |
| Income from operation |
8 |
8.67 |
| Profit/Loss Before tax |
(2.75) |
(1.12) |
| Less: Deferred Tax Liability |
- |
0.03 |
| Profit/Loss after tax |
(2.75) |
(0.80) |
| Add: Profit Brought forward from last year |
(131.65) |
(130.84) |
| Profit available for Appropriation |
(134.40) |
(131.65) |
| Appropriations |
|
|
| Balance Carried Forward |
(134.40) |
(131.65) |
Operations and Outlook
There has been no change in the nature of business of the Company. The
total income from operation as at the financial year end was Rs. 8.67 Lakhs same as last
year and the company incurred a loss of Rs. (2.75) lakhs as against loss of Rs. (0.80)
Lakhs in the last year. Your Company does not have any Holding, Subsidiary or Associate
Company.
Dividend
In order to conserve resources, your directors have not recommended any
dividend for the FY ended 31st March, 2023.
Transfer to Reserves
No amount has been transferred to General Reserves for the financial
year 2022-23.
Fixed Deposits
The Company has neither invited nor accepted any fixed deposits from
the public.
Indian Accounting Standards (IND AS)
The Company has adopted Indian Accounting Standards (‘IND
AS) and accordingly, the financial statements for the year 2022-23 have been
prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the
relevant rules issued there under and the other recognised accounting practices and
policies to the extent applicable.
Rbi Prudential Norms
The Company being Non-Banking Financial (Non- Deposit Accepting or
Holding), capital adequacy requirement, under Companies Prudential Norms (Reserve Bank)
Directions, 2007, are not applicable to the Company.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 in Form
MGT-7 pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2 014, is available o n the website
of the Company at www.regalentertainment.in /investor_relation.
Directors Responsibility Statement
Your directors state that:
i. In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and there is no material
departure from the same;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profit of the Company for the year ended on that date;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis;
v. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
vi. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively
Corporate Governance
In view of the paid-up equity share capital of the company is not
exceeding Rs. 10 crores and net worth not exceeding Rs. 25 Crores as on the last day of
the previous financial year, the compliance with Corporate Governance provisions is not
applicable to the company as per Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
Material changes and commitment, if any, affecting the financial
position of the company occurred between the end of the financial year to which these
financial statements relate and the date of this report
There are no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which these
financial statements relate and on the date of this report. During the year under review,
the Company has been suspended by BSE Limited on grounds of non-compliance. However,
Company has applied for revocation of suspension.
Further, there has been no change in the nature of business of the
Company.
Management Discussion and Analysis
A brief note on management discussion and analysis is annexed which
forms part of the Directors Report and has been prepared in accordance with Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Contracts and Arrangements with related parties
All transaction entered into by the Company with its related parties,
during the financial year 2022-23, were in ordinary course of business and at arm s
length basis. The details of the Related Party Transactions are set out in the Notes to
Financial Statements forming part of this Annual Report.
Further, the Related Party Transactions undertaken by the Company were
in compliance with the provisions set out in the Companies Act, 2013, read with the Rules
made there under and relevant provisions of Listing Regulations.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements.
Listing
The equity shares of the company are listed at BSE Ltd and listing fee
for the financial year 2022-23 has not been paid to the concerned Stock Exchange as the
trading is suspended and the Company has applied for revocation of suspension.
BOARD OF DIRECTORS
As on 31st March, 2023, the Company had (3) Directors
consisting of (3) Independent Directors and One (1) Managing Director on its Board.
During the year under review, the following changes took place:
Mr. Mehul Patel was appointed as Additional Independent (Non-Executive)
Director w.e.f. 30/05/2022 and his appointment was regularized in the Annual General
Meeting of the Company on 30/09/2022.
Mr. Shreyash Chaturvedi was re-appointed as Managing Director w.e.f.
30/05/2022.
On the basis of the written representations received from the
Directors, none of the Directors of the Company are disqualified under Section 164 (2) of
the Act.
Declaration by Independent Director under sub-section (6) of section
149
The Company has received Declaration that the Independent Director
meets the criteria of Independence laid down in sub-section (6) of section 149 of the
Companies Act 2013. The declaration in respect of the same is received at the first Board
meeting of the Financial Year.
POLICIES
a) Policy for Selection of Directors and determining Directors
Independence
1. Policy
Qualification and Criteria
a) The Nomination and Remuneration (NR) Committee, and the Board, shall
review on an annual basis, appropriate skills, knowledge and experience required of the
Board as a whole and its individual members. The objective is to have a Board with
understanding of industry & strategy of the Company.
b) In evaluating the suitability of individual Board members, the NR
Committee may take into account factors, such as:
General understanding of the Companys business & industry.
Educational and professional background Personal and professional ethics, integrity and
values
c) The proposed appointee shall also fulfill the entire requirement as
may be prescribed, from time to time, under the Companies Act, 2013 and other relevant
laws.
2. Criteria of Independence
a) The NR Committee shall assess the independence of Directors at the
time of appointment / re-appointment and the Board shall assess the same annually. The
board shall re-assess determinations of independence when any new interests or
relationship are disclosed by a Director.
b) The criteria of independence, as laid down in Companies Act, 2013
shall be followed.
c) The Independent Directors shall abide by the “Code for
Independent Directors” as specified in Schedule V to the Companies Act, 2013.
b) Remuneration policy for Directors, Key Managerial Personnel and
other Employees
A. Introduction
The Company has formulated the remuneration policy for its directors,
key managerial personnel and other employees keeping in view the following objectives:
i) Ensuring that the level and composition of remuneration is
reasonable to attract, retain and motivate, to run the company successfully.
ii) Ensuring that relationship of remuneration to performance is clear.
B. Scope and Exclusion
This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration of the directors,
key managerial personnel and other employees of the Company.
C. Terms and References
In this Policy, the following terms shall have the following meanings:
i) “Director” means a director appointed to the Board of the Company. ii)
“Key Managerial Personnel” means
a) The Chief Executive Officer or the managing director or the manager;
b) The Company Secretary; c) The Whole-time Director; d) The Chief Financial Officer; and
e) Such other officer as may be prescribed under the Companies Act, 2013
iii) Nomination and Remuneration Committee” means the committee
constituted by Companys Board in accordance with the provisions of Section 178 of
the Companies Act,
D. Policy
1. Remuneration to Executive Directors and Key Managerial Personnel
i) The Board, on the recommendation of the Nomination and Remuneration
(NR) Committee, shall review and approve the remuneration payable to the Executive
Directors of the Company within the overall limits as per the law/ approved by the
Shareholders.
ii) The Board, on the recommendation of the NR Committee, shall also
review and approve the remuneration payable to the Key Managerial Personnel of the
Company.
2 Remuneration to Non-Executive Director
The Board, on the recommendation of the NR Committee, shall review and
approve the remuneration payable to the Non-Executive Directors of the Company within the
overall limits as per the law / approved by the shareholders.
3 Remuneration to other employees
Remuneration to individual employee shall be accordingly to their
qualification and work Experience.
Board Evaluation
The Board evaluated the effectiveness of its functioning and that of
the Committees and of individual directors on the basis of various aspects /criteria of
board/ Committee Governance.
The criteria & aspects covered in the evaluation included knowledge
to perform the role, level of oversight, performance of d uties and the fulfilment o f
Directors obligations and fiduciary responsibilities, including but not limited to,
active participation at the Board and Committee meeting. Further, the Independent
Directors at their meeting, reviewed the performance of Board, Chairman of the Board and
of Non-Executive Directors.
Training of Independent Directors/ Familiarisation Programmes
Whenever new Non-executive and Independent Directors are inducted in
the Board they are introduced to o ur Companys Organization structure, o u r b
u siness, constitution, board p rocedures and management strategy. They are provided with
Company annual reports, financials etc.
Particulars of Employees and related disclosures
In terms of the provisions of Section 197 (12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. There are no employee drawing remuneration in excess of the limits
set out in the said rules.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below.
i) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
| Name |
Designation |
Remuneration |
Times per Median of |
|
|
paid for F.Y. 2022- |
employee |
|
|
23 |
remuneration |
|
|
(Amt in Rupees) |
|
| Shreyash |
Managing Director |
NIL |
NIL |
| Chaturvedi |
|
|
|
ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year;-
| Name |
% Change |
| Shreyash Chaturvedi, Managing Director |
Nil |
iii) The percentage increase in the median remuneration of employees in
the financial year - NIL
iv) The permanent employees on the rolls of the Company - 2
v) There is no increase in managerial remuneration during the year
whereas in median Remuneration of the employee increased by NIL
Auditors and Auditors Report
Statutory Auditor
Pursuant to the provisions of section 139 and 141 of the Companies Act,
2013 read with Companies (Audit and Auditors) Rules, M/s. DBS & Associates, LLP,
Chartered Accountants (Firm Registration No. 081627N) has been appointed as Statutory
Auditors for a period of 5 years in the 28th AGM held on 30th
December, 2020. The Notes on financial statement referred to in the Auditors Report
are self-explanatory and do not call for any further comments. The Auditors Report
contains few qualification, reservation or adverse remark. During the reporting period, no
frauds were reported by Auditors under sub section (12) of section 143 of the Act, and no
offence involving fraud was committed against the Company by officers or employees of the
Company.
Secretarial Auditor
The Board has appointed BYG & Associates, Practicing Company
Secretaries firm, to conduct Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith
marked as Annexure I to this Report.
During the year under review, there was delay in submission of various
disclosures and compliances to the Stock Exchange which has been reported by the
secretarial auditor. The Company clarified the Secretarial auditor that due to
unavailability of concerned professional in the Company, the Company could not submit the
requisite compliances on time.
DISCLOSURES
Audit Committee
The Audit Committee was reconstituted and adopted on 04/08/2017. All
the recommendations made by the Audit Committee were accepted by the Board.
Audit Committee
| New Member |
|
| Manish Chaturvedi |
Chairman |
| Sudeb |
|
| Sarbadhikary |
Member |
| Shreyash |
|
| Chaturvedi |
Member |
Vigil Mechanism
The Companys whistle Blower Policy/ Vigil Mechanism (mechanism)
is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical,
unlawful acts, behavior etc. and to enable to voice/ address bonafide concern of
malpractice, deviation from the policies of the Company internally in an effective and
systematic manner after its discovery.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Companys website at www.regalentertainment.in
Code for Fair disclosure, Internal Procedures and Conduct for
Regulating, Monitoring and
Reporting of Trading by Insiders
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015, The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices
and procedures for fair disclosure of unpublished price sensitive information and code of
conduct for the prevention of insider trading, is available on our website
www.regalentertainment.in
Meeting of the Board
Four meetings of the Board of Directors were held during the financial
year from April 01, 2022 to March 31, 2023. The dates on which the meetings were held are
as follows: -
May 30, 2022, August 14, 2022, November 14, 2022 and February 14, 2023.
Committees of the Board
The company has following committee of the Board: -
a) Audit Committee b) Nomination & Remuneration Committee c)
Stakeholders Relationship Committee d) IT Strategy Committee
The compositions, powers, roles, terms of reference, etc. and no. of
meeting held of relevant Committees are as per the requirements of the applicable laws.
Particulars of Loans, Guarantees or Investments
Pursuant to the clarification dated February 13, 2015 issued by
Ministry of Corporate Affairs and Section 186(11) of the Companies Act, 2013, the
provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the
financial statements of the full particulars of the loan given, investment made or
guarantee given or security provided and the purpose for which the loan or guarantee or
security is proposed to be utilized by the recipient of the loan or guarantee or security
is not applicable to banking company.
Development and Implementation of a Risk Management Policy
The company does not envisage any risk, which may threaten the
existence of the company. Company takes all necessary steps to identify measures &
manage risk effectively.
SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(‘ICSI) and during the year under review, the Company has complied with all the
applicable provisions of the standards
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. The Company has not issued any sweat equity shares to its directors
or employees;
4. There was no revision of financial statements and Boards
Report of the Company during the year under review.
5. No orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Companys operations in future
6. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable.
Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the provisions are not applicable to
the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo.
Your company is into the business of Financial Services. Since this
business does not involve any manufacturing activity the information required to be
provided under Section 134 (3)(m) of the Companies act, 2013 read with the Companies
(Accounts) Rules, 2014 are nil / Not applicable.
Your company neither earned nor spent any foreign exchange during the
year.
Acknowledgement
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the banks, Government authorities, customers,
Board members and members of the company during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for the committed services by the
Companys employees.
For and on behalf of the Board
|
Sd/- |
Sd/- |
| Place: Mumbai |
Shreyash Chaturvedi |
Manish Chaturvedi |
| Date: 07/12/2023 |
Managing Director |
Independent |
|
DIN: 06393031 |
Director |
|
|
DIN: 03228708 |
+91-9892691696
