Regal Entertainment & Consultants Ltd Directors Report

To,

The members of

Regal Entertainment and Consultants Limited

Your directors present their Thirty Second Annual Report and Audited Annual Accounts for the year ended March 31, 2024.

Financial Results

The Companys financial performance, for the year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	For the year ended March 31, 2024	For the year ended March 31,
		2023
Income from operation	8.66	8.67
Less: Other Expenses	(8.42)	(11.42)
Profit/Loss Before tax	0.24	(2.75)
Less: Deferred Tax Liability	(0.03)	-
Less: Current Tax Expense	(0.06)
Profit/Loss after tax	0.15	(2.75)
Add: Profit Brought forward from last year	(134.40)	(131.65)
Profit available for Appropriation	(134.25)	(134.40)
Appropriations
Balance Carried Forward	(134.25)	(134.40)

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. 8.66 Lakhs same as last year and the company earned a Profit of Rs. 0.15 lakhs as against loss of Rs. (2.75) 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 31 ^st March, 2024.

TRANSFER TO RESERVES

No amount has been transferred to General Reserves for the financial year 2023-24.

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 2023-24 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 2023-24 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, 2014, is not available on the website of the Company at www.regalentertainment.in /investor_relation. However, our company has been under suspension since November 2022, which has significantly impacted our operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company, to the best of its knowledge and ability, hereby confirm that:

i. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed a nd 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 to give a true and fair view of the state of affairs of the Company as of March 31, 2024, 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 Director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended March 31, 2024; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2024.

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 transactions entered into by the Company with its related parties, during the financial year 2023-24, were in the ordinary course of business and at an arms 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

Your Company has in place adequate internal financial controls with reference to financial statements.

PUBLIC DEPOSITS

Your Company has not invited/ accepted any deposits under Section 73 & 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date on this account.

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. 2022- 23	Times per Median of employee remuneration
		(Amt in Rupees)
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 - 2

v) There is no increase in managerial remuneration during the year whereas in median Remuneration of the employee increased by NIL

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015, the Securities and Exchange Board of India (‘SEBI), in May 2021, introduced new sustainability-related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving a platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance.

Further, SEBI has mandated the top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY 2023-24 onwards. As your Company does not come under top 1000 listed company.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITOR

Pursuant to the provisions of sections 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 28^th AGM held on 30^th December 2020.

The Notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report contains few qualifications, reservation or adverse remarks. 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 Ms Palak Desai, Practicing Company Secretary, to conduct a Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, 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 to the Secretarial auditor that due to the unavailability of concerned professional in the Company, the Company could not submit the requisite compliances on time.

COST AUDITORS

Your Company has not fallen under section 148 and read with its rules made there under Companies Act 2 0 13, Therefore, no need to appoint the Cost Auditor a nd its related Compliance.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR, IN THEIR REPORT

STATUTORY AUDITORS REPORT

The Statutory Auditor report is self-explanatory, and qualification/reservation/adverse remark made in the auditors report on the financial statements of the Company. ( Please refer to Audited Report)

FRAUD REPORTED BY AUDITORS

The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any fraud during FY 2023-24 as specified under second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being enforce).

CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

1. Qualification: - The Board of Directors of Your company has formulated the job description for the posts of MD and other Functional Director. The selection of Full-time Directors is done by the Nomination and Remuneration Committee on the basis of such criteria

2. Positive Attribute: - Apart from the duties of Directors as prescribed in the Companies Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective code of conduct as applicable to them

3. Independence: - A Director is considered as independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed their under and Regulations 16(1)(b) of the Listing Regulations.

INDEPENDENT DIRECTOR

Your Company is listed NBFC Company, a ll director is a ppointed by Board based on recommendations given by the Nomination and Remuneration Committee, subject to the approval of the Shareholders.

As on date 31.03.2024, Regal has Three (3) Independent Directors on the Board of the Company.

1. Mr. Sudeb Sarbadhikary

2. Mr. Mehul velyibhai Jayant Patel

3. Mr. Manish Chaturvedi

All the Independent Directors has made declaration that criteria of independence as specified under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 has been complied with. Pursuant to Part (c)(2)(i) of Schedule V of SEBI (LODR) Regulations 2015,

LISTING

The equity shares of the company are listed at BSE Ltd and the listing fee for the financial year 2023-24 has not been paid to the concerned Stock Exchange as the trading is suspended and the Company is under process of revocation of suspension.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, the Company had (4) Directors consisting of (3) Independent Directors and One (1) Managing Director on its Board.

During the year under review, the following changes took place:

1. Mr. Mehul Patel was appointed as Additional Independent (Non-Executive) Director w.e.f. 30/05/2022 .

2. 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.

3. Mr. Sudeb Sarbadhikary was appointed as Additional Independent (Non-Executive) Director w.e.f. 30/05/2017.

4. Mr. Manish Chaturvedi Resigned as Additional Independent (Non-Executive) Director w.e.f 15.10.2024.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provisions Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013, And Article 157, 158 of the Articles of Association of the Company Mr. Shreyash Chaturvedi (DIN- 06393031) who is liable to retires by rotation at the 32 ^nd Annual General Meeting to be held on 31.12.2024 and being eligible, offer themselves for reappointment. Brief particulars of directors seeking re-appointment together with their Directorships in other Companies and Committee Memberships have been given in the Annexure to the Notice of 32^nd Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2 issued by ICSI

COMPOSITION OF THE BOARD

As required under the Act and SEBI (LODR) Regulations, 2015, your Company has constituted following Board Level Committees.

Details of the Board Level Committee as on 31.03.2024 are given below :-

1. Audit Committees.

2. Nomination & Remuneration Committees. 3. Stakeholders Relationship Committee.

4. 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.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

Your Company has not received any significant or material ones passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

Your Company does not have any its Subsidiaries, Joint Venture or Associate companies of the Company.

RISK MANAGEMENT:

Risk management has always been an integral part of the Company and for this purpose the company has been for years implementing a risk management policy. The Company has implemented an effective and meaningful system in place to safeguard the interest of the company. The main objectives of this policy are:

a. Manage the risk without adversely impacting the normal business and its growth. b. Enable sustained business performance. c. Lesser impact on the companys finances. d. Be compliant to the relevant requirements of the Exchanges/ Regulators.

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/ FAMILIARISATION PROGRAMMES

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, financials etc.

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, isavailable 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, 2023 to March 31, 2024. The dates on which the meetings were held are as follows: -

May 30, 2023, August 14, 2023, November 14, 2023 and February 14, 2024.

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. The company takes all necessary steps to identify measures & manage risk effectively.

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 the 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 do not apply to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as follows:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL (iii) The capital investment on energy conservation equipment: NIL

(B) Technology absorption-

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : NIL

(iv) The expenditure incurred on Research and Development: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company was not received any foreign Earning from the foreign and not to outgo any foreign earnings

DETAILS REGARDING OTS (One Time Settlement) DONE DURING THE YEAR

During the year under review, Your Company has not done any OTS with any lender.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation 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	Mehul Velyibhai Jayant
		Patel
Date: 07/12/2024	Managing Director	Director
	DIN: 06393031	DIN: 03228708