Regal Entertainment & Consultants Ltd Directors Report.

To,

The members of

Regal Entertainment and Consultants Limited

Your Directors presents their Twenty Seventh Annual Report and Audited Accounts for the year ended March 31, 2019.

FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31, 2019 is summarized below:

Particulars For the year ended March 31, 2019 For the year ended March 31, 2018
Income from operation 7,83,899 9,43,055
Profit Before tax (25,652) (10,69,509)
Less: Deffered Tax Liability (54,377) (2,26,786.99)
Profit after tax 28.725 (8,42,722)
Add: Profit Brought forward from last year (12,996,011) (1,21,53,289)
Profit available for Appropriation (12,967,286) (1,29,96,011)
Appropriations
Balance Carried Forward (12,967,286) (1,29,96,011)

OPERATIONS AND OUTLOOK

The total income from operation decreased to Rs. 7,83,899 from Rs. 9,43,055 in the last year and the company incurred a profit of Rs. 28,725, as against loss of Rs. 8,42,722 in the last year.

DIVIDEND

In view of the loss incurred by the Company, your Directors have not recommended any dividend for the FY ended 31st March, 2019.

TRANSFER TO RESERVES

No amount has been transferred to General Reserves for the financial year 2018-19.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

i. In the preparation of the annual accounts for the year ended March 31,2019, the applicable accounting standards have been followed and there are 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 31,2019 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 networth not exceeding Rs. 25 Crores as on the last day of the previous financial year, the compliance with Corporate

Governance provisions are not applicable to the company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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

The company has not entered into any contracts/ arrangements/transactions during the financial year with related parties. During the year, the Company has not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

I NTERNAL 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 2019-20 has been paid to the concerned Stock Exchange.

BOARD OF DIRECTORS

As on 31st March, 2019, the Company had (4) Directors consisting of (3) Independent Directors and One (1) Managing Director on its Board. During the FY 2018-19 under review, there was no Appointments/Resignations of Directors and Key Managerial Personnel (KMP)

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 duties and the fulfilment of 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

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Companys Organization structure, our business, constitution, board procedures and management strategy. They are provided with Company annual reports, 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 paid for F.Y. 2018-19 (Amt in Rupees) Times per Median of employee remuneration
Shreyash Chaturvedi Managing Director NIL NIL

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 - 4 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

In the AGM held on 29.09.2017, M/s. Chokshi and Co. LLP, (Firm Registration No. 131228W/W100044), Chartered Accountants, has been appointed as Auditors for a period of 5 years i.e. from the conclusion of 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting, subject to ratification by members every year. Accordingly, in this 27th AGM, the members are required to ratify their appointment as Auditors until the conclusion of 28th AGM to be held in 2020.

A written consent towards such appointment has been obtained from M/s. Chokshi and Co. LLP, (Firm Registration No. 131228W/W100044), Chartered Accountants along with a written certificate to the effect that their appointment if made will be within the limits prescribed under section 139 of the Companies Act, 2013 and that they are not disqualified for appointment under section 141 of the Act.

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 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Mr. Sandeep Dubey, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith marked as Annexure I to this Report. The Annual Secretarial Compliance Report for financial year 2018-19 pursuant to SEBI Circular dated. February 08, 2019 is annexed thereto.

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 Members
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, 2018 to March 31, 2019. The dates on which the meetings were held are as follows:-May 30, 2018, August 14, 2018, November 14, 2018 and February 13, 2019.

COMMITTEES OF THE BOARD

The company has following committee of the Board:-

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship 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.

EXTRACT OF ANNUAL RETURN

As per the amendments carried out by the Companies (Amendment) Act, 2017 in section 92(3), every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report. A copy of Annual Return of the Company is available on our website www.regalentertainment.in

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. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

The Reserve Bank of India, in exercise of powers conferred on it under Section 45-IA (6) of the Reserve Bank of India Act, 1934, has cancelled the Certificate of Registration bearing number 13.00442 on August 02, 2018. That being aggrieved by the cancellation of Registration Certificate, the Company has filed an appeal before the Department of Financial Services, Ministry of Finance, being an appellate authority on NBFCs, And that now the matter is pending before the appellate authority.

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.

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
Shreyash Chaturvedi Manish Chaturvedi
Managing Director Director
Place : Mumbai
Date: 30.05.2019