Regaliaa Realty Ltd Directors Report

Your Directors are pleased to present the 25th Annual Report of the Company together with the Audited Accounts for the financial year ended March 31, 2019.

FINANCIAL RESULTS:

	(Rs. In Lakhs)
Particulars	31.03.2019	31.03.2018
	Rs.	Rs.
Total Revenue	NIL	NIL
Total Expenditure	17.21	20.59
Profit Before Tax
Provision for Taxation
1. Deferred Taxes (net)
2. Current Tax	-	-
Tax pertaining to earlier years
Profit / Loss Carried to Balance Sheet	(17.21)	(20.59)

OPERATIONS REVIEW

There is no income during the year 2018-19 (previous year NIL)

COMPANY PERFORMANCE

Though the Company has resolved all outstanding issues relating to the lenders and also the land owner during 2016-17, Phase II of "The Ferns" project could not be taken up due to adverse market conditions and lack of working capital.

DIVIDEND

No provision has been made for Dividend as there was no Revenue during the year under review.

TRANSFER TO GENERAL RESERVE

The Board of Directors of your Company has not transferred any amount to the general reserve for the year under review.

SHARE CAPITAL

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares. The Authorised Capital remained the same as previous year. The paid up equity share capital as on 31st March, 2019 was Rs.360.00 lakhs

LISTING WITH STOCK EXCHANGES

The company confirms that it has paid the Annual Listing Fees for the year 2019-20 to the BSE Limited where the companys shares are listed.

BOARD MEETING

Six Board Meetings were held during the financial year end on 7th May, 2018, 16th July, 2018, 27th July, 2018, 13th August, 2018, 31st October, 2018, 31st January, 2019. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. The details of the meetings and directors attendance are as below:.

S. No	Name of the Director	Designation and Category	No. of Board Meetings held during the year	No. of Board Meetings attended during the year	Attendance of Last AGM
1	Mr. D. Sudhakar Reddy	Executive, Managing Director	6	6	Yes
2	Ms. Kavitha Rengnathan	Director, Non executive Independent	6	6	Yes
3	Ms.Rukmini Roy Basu	Director, Non executive Independent	6	3	No
4	Mr. A. Sandeep Thiru	Director, Non executive Independent	6	1	No
5	Ms. Deeptha Reddy	Director, Non executive	6	5	No
6.	Vinoth Jagdeesan	Director, Non executive	6	5	No

Ms. Rukmini Basu has resigned from the Board with effect from 31st January, 2019

Mr. A.Sandeep Thiru has been appointed as Director with effect from 17th May 2019

Mr. Vinoth Jagadeesan has been appointed as additional Director with effect from 13th August, 2018

Ms. Kavitha Rengnathan has been appointed as additional Director with effect from 16th July, 2018.

Mr.Vinoth Jagadeesan has resigned from the Board with effect from 31st January 2019.

AUDIT COMMITTEE:

The Audit Committee consists of three (3) Independent Directors. All the members of the Audit Committee have accounting, financial and management expertise. The composition, powers, role and terms of reference of the Committee are constituted as per the Section 177 mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015).

The present Audit Committee comprises of the following Directors and the details of the meeting and directors attendance are as follows:-

			Meetings
Name of the Member	Status	Category
			Held	Attended
Mr.D.Sudhakara Reddy	Chairman	Director	4	2
Ms.D.Deeptha	Member	Director	4	2
Ms.Kavitha Ranganathan	Member	Independent Director	4	2

All the recommendations of Audit Committee were accepted by the Board. NOMINATION AND REMUNERATION COMMITTEE: Term of reference:

The Nomination and Remuneration Committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013.

The Board has framed a policy to determine and identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every directors performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors and Key Managerial Personnel.

The Committee met two times during the year on 31st July, 2018 and 18th September, 2018 to determine and recommend the appointment of Directors and acceptance of resignation of Director.

The present Nomination and Remuneration Committee Comprises of the following

Members as on March 31, 2019:

Sl No.	Name of the Member	Designation/Status
1	Mr. D. Sudhakara Reddy	Chairman
2	Mrs. D. Deeptha	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders and Investor grievances, transfer/ transmission/transposition of shares, Split, consolidation, issue of duplicate shares certificates, recording dematerialization/ re-materialization of shares, non receipt of Annual Reports and related matters.

The committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations and Section 178 of the Act.

* Consider and resolve the grievances of security holders.

* Consider and approve issue of share certificates, transfer and transmission of securities, etc

During the year, the Committee met 6 times which was attended by Members of the Committee. During the year under review, the Company has not received any grievance / complaint.

The composition and details of the meeting and directors attendance are as follows:

		No. of Meetings
Name of Directors	Status in the Committee
		Held	Attended
Mr. D. Sudhakara Reddy	Chairman	6	6
Mrs. D. Deeptha	Member	6	3

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to section 177 (9) of the Companies Act 2013 and as per SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

DEPOSITS:

The Company has not accepted any fresh deposits from the public and there are no outstanding dues in respect of the same .

DIRECTORS/ KEY MANAGERIAL PERSONNEL:

The Board comprises of one Managing Director and proper mix of non - executive Directors and Independent Directors.

Ms. Deeptha Reddy Lalani (DIN: 02610179) who retires by rotation at this Annual General Meeting in terms of Section 152(6) of the Companies Act 2013 and being eligible, seeks reappointment

At the Board meeting held on 31st July, 2019, Mr. Krishnamurthy Ramaswamy has been appointed as Company Secretary of the Company with effect from 31st July, 2019.

Pursuant to the provisions of Section 203 of the Companies Act 2013, Mr. D. Sudhakara Reddy, Managing Director, and Mr. Krishnamurthy Ramaswamy Company Secretary of the Company are the Whole-Time Key Managerial Personnel (KMP) of the Company as on date of this report. The remuneration and other details of KMP for the year 2018-19 are provided in Extract of the Annual Return which forms part of this Directors report.

DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

As required under Section 149(7) all the Independent Directors of the Company have submitted their annual declaration stating that they meet the criteria of independence as stated Section 149(6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

None of the employees draws remuneration exceeding the limit specified under the provisions of Companies Act, 2013. Hence, details of the employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not furnished.

ANNUAL EVALUATION BY THE BOARD

Pursuant to Section 134 of Companies Act, 2013 and in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of the Board, its Committees and Directors individually and is carried out as per the criteria laid down by the Nomination and Remuneration Committee.

Accordingly, as per Schedule V of Companies Act, 2013, the Independent Directors of the Company at their separate meeting evaluated the performance of non independent directors and the Board as a whole. They also evaluated the performance of Chairman of the Company and flow of information from the Management to the Board.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

CRITERIA FOR MAKING PAYMENT TO NON-EXECUTIVE DIRECTORS: There is no payment made to non-executive Directors during the year. PERFORMANCE OF SUBSIDIARY /JOINT VENTURE/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary/ Joint Venture / Associate Company

RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, ENERGY CONSERVATION:

The particulars prescribed by the section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption, Foreign Exchange are furnished below:

a)	Conservation of Energy wherever possible	The Company tries to conserve energy
b)	Technology Absorption	NIL
c)	Foreign Exchange Earnings & outgo	NIL

GREEN INITIATIVE:

During the year 2018-19, we continued the sustainability initiative with the aim of going green and minimizing our impact on the environment. Like the previous year, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.regaliarealty.com

Electronic copies of the Annual Report 2018-19 and Notice of the 25th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018-19 are sent in the permitted mode. Members requiring physical copies can send a request to the Company. The Company is providing remote E-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for remote E-voting are provided in the Notice.

AUDITORS:

The Shareholders of the Company at their meeting held on 28th September, 2018 on recommendation of the Board of Directors had appointed M/s. Arooran Associates Chartered Accountants (ICAI Firm Registration No.013968S) as the Statutory Auditors of the Company to conduct the audit for the financial year 2018-19 and to hold office up to the conclusion of this Annual General Meeting on such a remuneration as may be mutually decided by the Board of Directors and Auditors.

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed thereunder, M/s. Arooran Associates, Chartered Accountants, (ICAI Firm Registration No.002908C), the present Statutory Auditors of the Company complete their term as Auditors in this Annual General Meeting.

As per the SEBI (LODR) Regulation, 2015 and Institute of Chartered Accountant of India (ICAI) , all listed Companies would be audited by only those who have been certified by the Peer Review Board of the Institute and hold peer review certificate issued by the Board. As M/s. Arooran Associates, Chartered Accountants, Statutory Auditors of the Company does not hold peer review certificate as required under SEBI (LODR) Regulations, 2015 has expressed their unwillingness to continue as Statutory Auditors and hence resigned from the Company.

In view of the above, M/s. V.Senthilnathan & Co., Chartered Accountants, (ICAI Firm Registration No. 003711S) who holds Peer Review Certificate have been appointed as Statutory Auditors of the Company for a term of five years commencing from the conclusion of this Annual General Meeting till the conclusion of 30th Annual General Meeting on such remuneration as may be recommended by the Audit Committee in consultation with the Auditors.

Accordingly, the Directors recommend the resolution set out in the notice and placed before the Members be approved

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr.G.Naresh, Practicing Company Secretary (C.P. No.13129), Chennai to undertake the Secretarial Audit of the Company. There is no secretarial audit qualification for the year under review. The Secretarial Audit Report is annexed as Annexure-1

INTERNAL AUDITORS

Internal audit exercise does not arise as there is no activity in the Company during the year under review.

COST AUDIT REPORT

Cost audit exercise does not arise as there is no activity in the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the management Discussion and Analysis Report that forms an integral part of this Report. The Management discussion Analysis Report is annexed as Annexure-2

CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does not apply to your Company, as your Companys equity share Capital and net worth is below the threshold limit prescribed under the said Regulation. Hence, the Report on Corporate Governance is not provided.

RELATED PARTY TRANSACTIONS:

There was no contract or arrangements made with related parties falling under Section 188 of the Companies Act, 2013 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments have occurred, affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of the Annual Return in form MGT 9 is enclosed herewith as Annexure-3 and the Extract of Annual Return has been placed in the web site of the company and web-link for the same is disclosed hereunder for reference as per provisions of Section 92 Sub Section 3 of the Companies Act, 2013. website link is www.regaliaarealty.com

INDUSTRIAL RELATIONS

During the year under review, your company enjoyed cordial relationship with workers and employees at all levels

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility are not applicable to the Company.

RISK MANAGEMENT:

The Company has in place a risk management policy which lays down a vigorous and active process for identification and mitigation for risks. The Policy has been adopted by the Board of Directors of the Company and the Audit Committee reviews the risk management on the mitigation plan from time to time.

GENERAL BODY MEETINGS

Date and Time	Venue
28th September 2016 09.30 A.M	No. 10, Tarapore Avenue, Harrington Road, Chetpet, Chennai 600 031
27th September 2017 09.30 A.M.	No. 10, Tarapore Avenue, Harrington Road, Chetpet, Chennai 600 031
28th September 2018 10 .00 A.M	No. 10, Tarapore Avenue, Harrington Road, Chetpet, Chennai 600 031

COMPLIANCES OF THE COMPANY:

There have been no instances of non compliance by the Company on any matters related to the capital markets nor have any penalty/strictures been imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on such matters.

WHISTLE BLOWER POLICY:

The Company is yet to establish a mechanism for Whistle Blower Policy which is a non- mandatory requirement.

NON-MANDATORY REQUIREMENTS:

i) The Board : The Company has an Executive Chairman. The composition of the Board of Directors and Committees of the Board are in line with the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable provisions.

ii) Shareholder rights : The quarterly / annual financial results of the Company are published in one English and one Tamil newspaper. Hence half-yearly financial performance of the Company is not sent individually to the household of shareholders.

iii) The Directors are taking steps to remit all the statutory dues in the current year.

iv) Training of Board members and Mechanism for evaluating non-executive Board members : The Directors on the Board are from diverse fields and have enough experience and expertise in their respective fields.

1.COMMUNICATION:

The Board of Directors of the Company approves and takes on record the un- audited/audited financial results and accounts in the proforma prescribed by the SEBI (LODR) Regulations, 2015 and Listing Agreement with Stock Exchanges after the financial results were reviewed by the Audit Committee and thereafter, announces forthwith the results to all the Stock Exchanges where the shares of the Company are listed.

INTERNAL CONTROL SYSTEMS

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transaction are authorised, recorded and reported correctly.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year the company has not received any complaint under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the accounts for the financial year ended 31st March 2019 on a going concern basis.

5. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT:

The Company and its Directors wish to extend their sincere thanks to the Members of the Company, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

	For & on behalf of the Board of Directors
	sd/-
Place :- Chennai	D.Sudhakara Reddy
Date :- 31-07-2019	Chairman & Managing Director

Annexure - 1

To, The Members,

M/s.REGALIAA REALTY LIMITED, CIN: L70101TN1994PLC028978 No.10, Tarapore Avenue, Harrington Road, Chetpet, Chennai: 600031, Tamil Nadu.

Our Secretarial Audit Report (Form No. MR-3) of even date, for the financial year ended 31-03-2019 is to be read along with this letter.

Management Responsibility:

It is responsibility of the management of the Company to maintain Secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors Responsibility:

1. Our responsibility is to express an opinion on these Secretarial records, standards and procedures followed by the Company with respect to Secretarial compliances.

2. We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion.

3. Wherever required, I have obtained the managements representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer:

4. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

5. We have not verified the correctness and appropriateness of financial records and books of account of the company.

CS. NARESH G.

Practicing Company Secretary, Membership

No. FCS 10180 C.P.No. 13129

Place: Chennai

Date : 15.08.2019