| Dear Members,
It our pleasure to present the Annual Report on the business and
operations of the company and the accounts for the Financial Year ended
31st March 2015.
1. Financial summary or highlights/Performance of the Company
(Rs. In Lacs)
financial Results Year Ended Year Ended
31.03.2015 31.03.2014
Gross Income 31.18 21.32
Profit Before Interest and Depreciation 10.20 1.25
Finance Charges 0.02 0.28
Gross Profit 10.14 0.92
Provision for Depreciation 0.05 0.05
Exceptional Items 13.87 10.48
Net Profit Before Tax (3.73) (9.56)
Provision for Tax 3.16 0.52
Net Profit After Tax (6.87) (10.00)
Balance of Profit brought forward (38.56) (28.56)
Balance available for appropriation 0.00 0.00
Proposed Dividend on Equity Shares 0.00 0.00
Tax on proposed Dividend 0.00 0.00
Transfer to General Reserve 0.00 0.00
2. Brief description of the Company's working during the year/State of
Company's affair
Your company has only one division.
3. Change in the nature of business, if any
There has been no change in the nature of the business of the Company
during the year 2014-15.
4. Dividend
In view of current year loss as well as due to carried forward losses,
your directors do not recommend any Dividend for the year under review.
5. Reserves
Your Company did not transfer any amount to General Reserve this year,
due to loss incurred in this year and previous years.
6. Change Of Name
There has been no change in the name of Company during the financial
year 2014-15.
7. Share Capital
The paid up equity capital as on March 31, 2015 was Rs.
24,13,50,000.00. During the year under review, your Company has issued
1,14,80,000 Equity Shares on Preferential basis of Rs.10/- per equity
share to the shareholders.
8. Management Discussion And Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the listing agreement with the Stock
Exchanges in India is presented as Annexure - I forming part of the
Annual Report.
9. Directors Other KMP'S
There has been no new appointment and resignation of Directors for the
Year under review.
There are no such directors in your company liable to retire by
rotation
Following are the Directors and KMP's of your company:
Sr. Name Designation
No.
1 Sumit Sharma* Managing Director and CFO
2 Varsha Murarka Director
3 Tarun Sethi Director
4 Navratan Kalwani Director
5 Kitika Sarkar** Company Secretary
* Mr. Sumit Sharma has been appointed as CFO w.e.f 29th May, 2015.
** Miss Kirtika Sarkar has resigned as Company secretary w.e.f 10th
May, 2015.
10. Particulars of Employees
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard and the same will be furnished on request.
Particulars of Employees pursuant to section 134(3)(q) of the Companies
Act, 2013 read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014
a) None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum
or more. Therefore, Rule 5(2)(i) of the captioned Rules is not
applicable.
b) None of the employees was employed throughout the financial year,
who was in receipt of remuneration exceeding Rs. 500,000/- per month.
Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.
c) No employee is a relative of any director or Key Managerial
personnel of the Company. Therefore, Rule 5(2)(iii) of the captioned
Rules is not applicable to any employee.
11. Meeting
During the year 7(Seven) Board Meetings and 4(Four) Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
12. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
13. Declaration by an Independent Director(s)
A declaration by an Independent Director(s) that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 shall be enclosed as Annexure 2.
14. Details of Subsidiary/Joint Ventures/Associate Companies (if any)
The company does not have any subsidiary/ Joint Venture/Associate
Companies.
15. Auditors:
M/s R V Shah & Associates, Chartered Accountants was appointed for a
period of 5 years in the 25th AGM of the Company which was held on 30th
September, 2014 and are eligible to continue as Statutory Auditors of
the Company subject to ratification by members at the forthcoming
Annual General Meeting at remuneration to be decided by the members. He
has furnished a certificate, confirming that if reappointed, his
re-appointment will be in accordance with Section 139 read with Section
141 of the Companies Act, 2013. The members are requested to consider
ratification of his continuity of appointment as Auditors of the
Company and authorise the Board of Directors to fix his remuneration.
16. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
17. Secretarial Audit:
In terms of Section 204 of the Act and Rules made there under, Mr.
Anand Khandelia, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure-3 to this report. Certain observations
made in the report with regard to non filing of some forms were mainly
due to ambiguity and uncertainty of the applicability of the same for
the relevant period. However, the company would ensure in future that
all the provisions are complied to the fullest extent.
18. Vigil Mechanism
The Company has a vigil mechanism named Fraud and Risk Management (FRM)
Policy to deal with instance of fraud and mismanagement, if any.
The Company has a Fraud Risk and Management(FRM) Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
19. Risk management policy
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the listing agreement, the company has constituted a business risk
management committee.
The objective of risk management is to balance the trade-off between
risk and returns and ensure optimum risk adjusted return on capital. It
entails the identification, measurement and management of risks across
the various businesses of the Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors
and supported by an Independent risk function that ensures that the
Company operates within its risk appetite. The risk management function
attempts to anticipate vulnerabilities at the transaction level or at
the portfolio level, as appropriate, through quantitative or
qualitative examination of the embedded risks. The Company continues to
focus on refining and improving its risk management systems. In
addition to ensuring compliance with regulatory requirements, the
Company had developed internal systems for assessing capital
requirements keeping in view the business objectives.
The Company has identified following main risks for its business, which
needs to be addressed at this point of time:-
1. Credit Risk
2. Market Risk
3. Liquidity Risk
4. Operational Risk
The Company has framed the appropriate business policies to tackle the
challenges of above risks and is continually reviewing and modifying
these policies in order to face the challenges and come out with the
help of Company's business policies.
20. Extract of the annual return
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as part of this Annual
Report as "Annexure 4"
21. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report.
No such material changes occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates and
the date of the report like settlement of tax liabilities, operation of
patent rights, depression in market value of investments, institution
of cases by or against the company, sale or purchase of capital assets
or destruction of any assets etc.
22. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's
operations in future.
23. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
The company has developed adequate Internal Control Systems in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company's assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
24. Deposits
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 73 to 76 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
25. Particulars of loans, guarantees or investments under section 186.
The detail of the loans, guarantees and investments made by company is
given in the notes to the financial statements. However your company
has fully complied with the provision of section 186 of Companies Act
2013.
26. Particulars of contracts or arrangements with related parties.
A. Related Party Transactions - Disclosures pursuant to AS 18:
(1) Associate/group companies, firms, other entities:
* Regency Resorts.
* Regency Aquaelectro & Motel Resorts P. Ltd.
* Regency Carbide Private Limited.
* Sunar Constructions Private Limited.
* A. Power Himalayas Limited.
* Uniglory Developers Private Limited.
* Karac Developers Private Limited.
(2) Individuals having control:
* Amitabh Sharma
* Arun Sharma
* Sunita Sharma
(3) Key management personnel:
* Sumit Sharma
* Ritu Daga*
* Kirtika Sarkar**
SN Transactions with related parties 3l-3-20l5 3l-3-20l4
during the year (Rs) (Rs)
a. Associate/group companies, firms,
other entities:
Loans / advances provided 1 - 3,83,40,000
Share application money paid - 26,00,000
Purchase of share / securities - 95,00,000
Investments in equity shares 2 - 1,79,29,970
b. Individuals having control:
Loans / advances provided - -
Sale of share/securities - 1,49,99,550
c. Key management personnel:
Remuneration and Salary paid 4,94,400 4,87,483
Amounts payable 5,58,000 2,70,000
Notes: 1. Rs 540000/- closing balance
2. Rs 398725.19/- closing balances of these investments;
* Ritu Daga resigned from the post of company secretary with effect
from 14-11-2014.
** Kirtika Sarkar resigned from the post of company secretary with
effect from 10-05-2015 All the transactions/contracts/arrangements of
the nature as specified in Section 188(1) of the Companies Act, 2013
entered by the Company during the year under review with related party
(/ies) are in the ordinary course of business and on arms' length
basis. Hence, Section 188(1) is not applicable and consequently no
particulars in form AOC-2 have been furnished.
27. Corporate Governance Certificate
The Company has complied with the corporate governance requirements as
stipulated under clause 49 of the listing agreement. A separate section
on corporate governance under the listing agreement, along with a
certificate from the auditor confirming the compliance, is annexed and
forms part of this Annual report.
28. Obligation Of Company Under The Sexual Harassment Of Women At
Workplace (Prevention- Prohibition And Redressal) Act, 2013.
The Company has a policy of zero tolerance for sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under.
29. Conservation of energy, technology absorption and foreign exchange
earnings and outgo.
The particulars of conservation of energy and technology absorption as
required under Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014 are not applicable to this
Company.
30. Foreign Exchange Earnings or Outgo
During the period under review there was no foreign exchange earnings
or out flow.
31. Corporate Social Responsibility (CSR)
In pursuance of the provision of Section 135 of the Companies Act,
2013, the CSR provisions are not applicable to the Company.
32. Directors' Responsibility Statement
Pursuant to Section217 (2AA) of the Companies (Amendment) Act, 2000 the
Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2015,all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 had prepared the annual accounts 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 system were
adequate and operating effectively.
33. Transfer of Amounts to Investor Education and Protection Fund
Your Company did 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).
34. Listing With Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2014-15 to BSE Limited, stock exchange where the Company's Shares
are listed.
35. Prevention of Insider Trading
Your Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code.
36. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors.
Place: Delhi
Date: 29.05.2015 Sumit Sharma Varsha Murarka
Managing Director Director
Din: 05155563 Din: 05207959
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