DIRECTORS' REPORT Your Directors presents their Twentythird Annual Report and Audited Accounts for the year ended 31st March 2015. Dividend : In view of the losses, your Directors do not recommend any dividend. Operations And Outlook : The total income from operation increased to Rs.22.14 Lakh from Rs. 8.42 Lakh in the last year and the company incurred a loss of Rs. 19.47 Lakh, as against loss of Rs.8.20 Lakh in the last year. Directors' Responsibility Statement Your Director state that : i. In the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 31,2015 and of the loss 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 Pursuant to clause 49 of the Listing Agreement with Stock Exchange, a separate Section titled Corporate Governance has been included in this report. The auditors certificate on compliance of clause 49 of the listing Agreement by the Company is annexed to this report. 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 per SEBI guidelines the compliance with the provisions of clause 49 of the listing agreements relating to corporate governance is not mandatory for the company w.e.f. October 01,2014. 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 clause 49 of the listing agreement. Fixed Deposits : The Company has neither invited nor accepted any fixed deposits from the public. Contracts And Arrangements With Related Parties The company has not entered into any contracts/ arrangements/ transactions during the financial year with related parties except salary to Managing Director & Jt. Managing Director. During the year, the Company had 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. Your Directors draw attention of the members to Note 8 to the financial statement which sets out related party disclosures. 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 2015-16 has been paid to the concerned Stock Exchange. Directors Your board comprises of six directors including three Independent Directors. Mr. Dhiraj Mehta (DIN :00044780) , Mr. K.B. Agarwal (DIN:00594240) and Mr. Brijesh Mathur (DIN:02433011) have been appointed as Independent Directors of the company for a term of five years commencing from date of last AGM i.e. September 29,2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and listing agreement. All the directors have confirm that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act,2013.. Your Board has inducted Mrs. Anita Gupta as an Additional Director of the Company in the category of Woman Director with effect from March 17.2015. In terms of Section 161 of the Companies Act, 2013, Mrs. Anita Gupta shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Anita Gupta as Director of the Company. Your Board has recommends appointment of Mrs. Anita Gupta as a woman director liable to retire by rotation. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the company's Articles of Association, Shri Satish Kusumbiwal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment. Your Board recommends appointment of Mr. Satish Kusumbiwal as director liable to retire by rotation. The following policies of the Company are given below:- a) Policy for Selection of Directors and determining Directors' Independence b) Remuneration policy for Directors, Key Managerial Personnel and other Employees 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 Company's business & industry. • Educational and professional background • Personal and professional ethics, integrity and values c) The proposed appointee shall also fulfill all the requirement as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements 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 and Clause 49 of the Equity Listing Agreement 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 Company's Board in accordance with the provisions of Section 178 of the Companies Act, Clause 49 of the Equity Listing Agreement. 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 the contribution to and monitoring of corporate governance practice, 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 Company's' 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: iii) The percentage increase in the median remuneration of employees in the financial year 4.10% iv) The permanent employees on the rolls of the Company - 4 v) The average increase in the median remuneration of the employee during the financial is 4.10% whereas the company has incurred loss of Rs. 19.47 lacs during the year as against loss of Rs. 8.19 lacs in the previous year vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: Total remuneration of the Key Managerial Personnel was Rs. 6.00 lacs and the loss for the year Rs. 19.47 lacs. vii) a) Variation in the market captialisation of the Company : The market capitalisation as on March 31,2015 was Rs.270.34 lacs as against market capitalization of Rs. 221.19 lacs as on March 31, 2014. b) As company has incurred losses during the year and the previous year also therefore Price Earning ratio is not comparable c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year: viii) There is no increase in managerial remuneration during the year whereas in median remuneration of the employee increasedby 4.10% ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company x) No variable component of remuneration was availed by the directors during the financial year 2014-15. xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable: and xii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. Details of Directors and Key Managerial Personnel appointed during the year i) Your Board has inducted Mrs. Anita Gupta as an Additional Director of the Company in the category of Woman Director with effect from March 17.2015. In terms of Section 161 of the Companies Act, 2013 , Mrs. Anita Gupta shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Mrs. Anita Gupta as Director of the Company. ii) Mr. Satish Kusumbiwal was appointed as Chief Financial Officer (CFO) in addition to being Jt. Managing Director on November 14, 2014. Auditors and Auditor's Report M/s K.K. Gada & Co. Chartered Accountants, who are Statutory Auditors of the company hold office upto the forthcoming Annual General Meeting and are recommended for reappointment to audit the account of the company for the financial year 2015-16. As required under the provision of Section 139 of the Companies Act 2013 the company has obtained written confirmation from M/s K.K. Gada & Co. that their appointment, if made, would be in conformity with the limits specified in the said section and they satisfy the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014. 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 Shri Shiv Hari Jalan, Practicing Company Secretary, to conduct Secretarial Audit for the Financial year 201415. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The observation referred to in Secretarial Audit Report is self explanatory. DISCLOSURES Audit Committee The Audit Committee comprises three Directors namely Shri K.B.Agarwal (Chairman), Shri Dhiraj Mehta and Shri Satish Kusumbiwal. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism The Company's 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 Company's website at www.regalentertainment.in Meeting Of The Board Seven meeting of the Board of Directors were held during the financial year from April 01,2014 to March 31,2015. The dates on which the meetings were held are as follows:- May 30, 2014, August 14.2014, August 28, 2014, October 20,2014, November 14,2014 , February 13,2015 and March 17,2015. Committees of the Board The company has following committee of the Board:- a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee The details with respect to the compositions, powers, roles, terms of reference, etc. and no. of meeting held of relevant committees are given in details in the ' Report on Corporate Governance ' of the Company which forms part of this Annual Report. 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 the 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 Extract of Annual Return of the Company is annexed herewith as Annexure II to this report. 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 Company's operations in future. 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 Company's employees. For and on behalf of the Board DINESH GUPTA Managing Director & Company Secretary SATISH KUSUMBIWAL Jt. Managing Director & CFO Place : Mumbai Date : August 28, 2015 |