To,
The Members,
Regency Trust Limited
Your Directors have pleasure in presenting Annual Report together with the Audited
Accounts of the Company for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
Your Company financial performance during the year 2022-23 is summarized below:
(Amount in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Income from operations |
131.02 |
165.50 |
| Other Income |
0.00 |
0.00 |
| Total Income |
131.02 |
165.50 |
| Less: Expenses |
177.21 |
168.45 |
| Profit/(Loss) Before Tax and Extraordinary Items |
(46.19) |
(2.95) |
| Less: Extraordinary Items |
0.00 |
0.37 |
| Less: Taxation |
0.00 |
0.00 |
| Profit After Tax |
(46.19) |
(2.58) |
| EPS (in Rs.) |
(0.46) |
(0.03) |
2. FINANCIAL SUMMARY
The Company earned a Total Income of Rs. 131.02 Lakhs during the FY 2022-23, as
compared to the Total Income of Rs. 165.50 Lakhs earned in the previous FY 202122. The
Companys Net loss for the Financial Year ended March 31, 2023 stood at (46.19) Lakhs as
against a Net loss of Rs. (2.58) Lakhs in the previous year.
3. CHANGE IN NAME OF THE COMPANY
During the financial year under review, there is no change in nature of business of the
company.
4. SHIFTING OF REGISTERED OFFICE OF THE COMPANY
During the financial year under review, there is no change in nature of business of the
company.
5. CHANGE IN NATURE OF BUSINESS
During the financial year under review, the company has Shifted other objects to the
main object of the Company vide postal ballot result dated April 25, 2022
6. RANSFER TO RESERVES
No amount is transferred to reserves by the company.
7. CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 10,00,00,000/- and the paid-up share
capital of the Company is Rs. 1,00,00,000/-.
The Company has not issued any kind of shares or securities during the financial year
under review. Therefore, there was no change in the share capital of the Company during
the financial year under review.
8. DIVIDEND
The Board of Directors expressed their inability to recommend any dividend on equity
shares for the year ended March 31, 2023.
9. PUBLIC DEPOSITS
During the year, the Company has not accepted any deposits from public nor during the
previous financial year.
10. BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any sweat equity or Bonus
shares during the year under review.
11. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
12. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
The Company has not issued any debenture, bonds or non-convertible securities.
13. STATUTORY AUDITORS
The Members had appointed M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal &
Company)., Chartered Accountants, as Statutory Auditor of the Company at the Annual
General Meeting held on September 29, 2018 for the period of 3 years and September 30,
2021 for a period of 2 years five years in aggregate from FY 2018-19 to FY 2022-2023.
The term of Statutory Auditor will end at the ensuing Annual General Meeting
("AGM") of the Company and the Company is required to appoint new Statutory
Auditors.
Pursuant to section 139 of the Companies Act, 2013 the Board in its meeting held on
August 31, 2023 has recommended the appointment of M/s. L K Ajmera & Associates
Chartered Accountants as new Statutory Auditor of the company to hold office for a period
of five (5) financial years (for FY 2023-2024 till FY 2027-2028), i.e from conclusion of
this Annual General Meeting till conclusion of Annual General Meeting to be held in the
year 2028, at a remuneration to be determined by the Board of Directors and Auditors.
14. INTERNAL AUDITOR
In the Board Meeting held on August 31, 2023, Ms. Ankita Agawane, Internal Auditor of
the company has resigned and the Board appointed new Internal Auditor Mr. Arun Mulya for a
period of three years from FY 2023-2024 to FY 2025-2026.
Mr. Arun Mulya is the Internal Auditor of the Company for the FY 2023-24.
15. STATUTORY AUDIT REPORT
The Auditors Report on the financial statement for the current year is
selfexplanatory, therefore does not require any further explanation. The Company has
already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 to the Stock Exchange(s).
16. COST AUDITOR REPORT AND COST RECORD
Appointment of Cost Auditor and maintenance of cost records is not applicable to the
company.
17. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. Maithili Nandedkar & Associates, Practicing Company Secretaries, appointed as
Secretarial Auditor in the Board Meeting held on held on August 12, 2021 to conduct the
Secretarial Audit for the 3 (Three) financial years FY 2021-22 till FY 2023-24. Later on,
M/s. Maithili Nandedkar & Associates changed their firm name to M/s. MNB & Co.
LLP.
Therefore, M/s. MNB & Co. LLP, Practising Company Secretaries are the secretarial
auditor for the financial year 2022-2023 and 2023-2024.
The Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual
Report.
The Secretarial Audit report for the current year is self-explanatory, therefore does
not require any further explanation and listing fees has not paid due to financial crises
faced by the company.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION
143
There are no frauds reported by the Statutory Auditors of the Company under Section 143
(12).
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act, none of the Directors are liable to retire by
rotation at the ensuing Annual General Meeting.
During the year under review, Mr. Rajesh Kapoor (DIN: 02757121) was reappointed as a
Managing Director and Chief Financial Officer of the Company for a period of three years
w.e.f. August 10, 2022, without any remuneration and on such terms and conditions as may
be decided by the Board.
Mr. Ashok Surji Gangar (DIN: 06417144) has not attended any Board Meeting during the
Financial Year 2022-23 and has been disqualified to act as Director of the Company.
Mr. Adarsh Kapoor (DIN: 08476437) has resigned as the Managing Director of the Company
w.e.f. August 10, 2022
20. ANNUAL RETURN
The Annual Return for the Financial year ended March 31, 2023 along with Notice of AGM
is being uploaded on the website of the Company. The web link for the same is as under:
http://www.regencytrust.co.in/Annual-Report.html
21. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:
As on March 31, 2023 the Company does not have any subsidiary, associate or joint
venture.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013
read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure
I.
23. VIGIL MEGHANISM
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil Mechanism; and (b) direct access to the
Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate
or exceptional cases. The web link for the policy is as
under:http://www.regencvtrust.co.in/download/Policv/6.%20Whistle%20Blower%20Policy.pdf
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company as
it does not fall within the purview of Section 135(1) of the Companies Act, 2013.
25. RELATED PARTY TRANSACTIONS
The company has borrowed interest free loan from its directors. The Related Party
Transactions as per IND AS 24 are given in the notes to the financial accounts and forms
part of the Annual Report as Form AOC-2 in annexure V
The policy on Related Party Transactions is part of the website of the Company. The web
link for the policy on related party transaction is as under: http://www.regencvtrust.co.in/download/Policv/7.%20Related%20Partv%20Transaction.pdf
26. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management.
27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as well as
issues being faced by the industry. Details of the Familiarization program for Independent
Directors form part of the website of the Company. The web link of Familiarization program
is as under: http://www.regencvtrust.co.in/download/Policv/1.%20Familarisation%20of%20Independent%20Director.pdf
28. MEETING OF BOARD OF DIRECTORS
Details of meeting of the board of directors is annexed.
29. CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) 2015, compliance of Corporate Governance is not
mandatory. However, the company has complied with the provisions of Regulation 17 to 27 of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to the extent possible.
A separate section on Corporate Governance forms part of the Directors Report as
stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is included in the Annual Report as Annexure III.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report is annexed as Annexure IV.
31. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board hereby states that the Company has complied with all the applicable
secretarial standards to the extent possible.
32. INDEPENDENT DIRECTORS MEETING
The Board of Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The role of the Directors
is as per the provisions of Companies Act, 2013 as well as the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
33. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have
given the declaration to the Company that they qualify the criteria of independence as
required under the Act.
34. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well the evaluation of
the working of its Audit, Nomination & Remuneration and Stakeholder committee,
including the Chairman of the Board who were evaluated on parameters such as level of
engagement and contribution and independence of judgment thereby safeguarding the interest
of the Company. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
35. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186
OF COMPANIES ACT, 2013
Particulars of loans, guarantees and investments made by Company pursuant to Section
186 of the Companies Act, 2013 are given in the notes to the financial accounts forming
part of the Annual Report. The loans and advances made by the Company, during the
financial year under review, are within the limits prescribed in the section 186 of the
Companies Act, 2013
36. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
As per MCA Circular, Current year AGM is being held through Video Conferencing.
Necessary procedure is given in the AGM Notice. Members are requested to update their
Email ID either by writing to the Company or through the Register or Transfer Agents.
37. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR
Material changes subsequent to the end of the financial year are disclosed herein
above.
38. SIGNIFICANT AND / OR MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and/or material order was passed by any Regulator, any Court in India or
any Tribunal, impacting the going concern status and the Companys operations in future.
39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
As on March 31, 2023, there is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There is no one time settlement done with bank or any financial institution.
41. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF;
The trading of the company has not been suspended
42. NOMINATION AND REMUNERATION POLICY
An extract of the Companys policy relating to directors appointment, payment of
remuneration and discharge of their duties is annexed herewith as Annexure II. The
web link to the Nomination and Remuneration Policy is as under: http://www.regencvtrust.co.in/download/Policv/NominationandRemunerationPolicv.pdf
43. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company does not have any employee/Director who is in receipt of remuneration
exceeding the sum prescribed in Section 197 of the Companies Act, 2013 ("the
Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
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, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules is available for inspection.
Having regard to the second proviso to rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, such particulars shall be made
available to any shareholder on a specific request made by him in writing before the date
of such Annual General Meeting. Any member interested in obtaining such information may
write to the company.
44. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
In the opinion of the board, the independent directors fulfill the conditions specified
in SEBI (LODR) Regulations, 2015, and are independent of the management of the Company.
The Independent Directors have complied with the code prescribed in schedule IV of the
Companies Act, 2013.
45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee for
prevention and redressal of complaints of sexual harassment against women. The Board
thereafter re-constituted a sexual harassment committee where the chairperson of the
Committee is Ms. Neha Badlani, and Mr. Rohit Thorve and Mr. Ashok Gangar are the Members.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
a. number of complaints filed during the financial year - NIL
b. number of complaints disposed of during the financial year - NIL
c. number of complaints pending as on end of the financial year - NIL
46. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
47. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit and
limited reviews of performance taking place periodically.
48. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied consistently and
have 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 for the Company for the year ended March 31, 2023;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
49. REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK
The Independent directors of the company are yet to be registered with Independent
director databank.
50. ACKNOWLEDGEMENT
Your Directors takes opportunity to show gratitude towards the assistance and
cooperation received from Shareholders, Bankers and Regulatory Bodies.
For and on Behalf of the Board of Directors of REGENCY TRUST LIMITED
|
Rajesh Kapoor |
Rohit Vijay Thorve |
| Place: Mumbai |
Managing Director and CFO |
Director |
| Date: August 31, 2023 |
DIN:02757121 |
DIN:07116102 |
+91-9892691696
