Your Directors here by present the 43rd Annual Report together with the Audited statements of Accounts for
the financial year ended on 31st March 2025.
Financial Highlights:
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Particulars
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2024-25
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2023-24
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Total Income
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1670.04
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1542.55
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Total expenditure
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1703.50
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1635.61
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Profit before Taxation
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(33.45)
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(93.06)
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Current tax
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0
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0
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Other Comprehensive Income
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0
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0
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Total Comprehensive Income for the period
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(33.45)
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(93.06)
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DIVIDEND:
No Dividend was declared for the current financial year by the Company.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
CAPITAL STRUCTURE:
Authorized Capital: SUB-DIVISION OF ORDINARY SHARES OF THE COMPANY
The Board of Directors of the Company in order to enhance the liquidity in the capital market, to widen
shareholder base and to make the shares more affordable to small investors considered to sub-division of the
nominal value of equity shares of the Company from the existing nominal value of Rs. 10 (Rupees Ten Only)
each to a nominal value of Rs. 1 (Rupees One only) per share keeping the paid share capital intact and
subsequently alteration of Capital Clause (Clause V) in the Memorandum of Association of the Company
subject to approval of Shareholder .in board meeting dated 18.11.2024.The shareholders approved the same
by postal ballot evoting dated 23.12.2024. The Authorised Share Capital of the Company is ^20,00,00,000
(Rupees Twenty Crores Only) divided into 20,00,00,000 (Twenty Crores) equity shares of Re. 1/- (Rupees One
Only) .
Issued ,Subscribed and Paid up capital:
The issued, subscribed and paid up capital of the Company is Rs. 17,20,76,000/- divided into 17,20,76,000
equity shares of Rs. 1/- each. There has been no change in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act,
2013 during the financial year 2024-25 is enclosed as an Annexure to this Board's Report. During the year
under review, the company has not provided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis and
were in the ordinary course of the business. There are no materially significant related party transactions
made by the company with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the company have occurred between
the end of financial year to which the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by the regulators, courts
or tribunals during the year, which may impact the going concern status or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Chandrakant Parmar (DIN: 09406801)
shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re¬
appointment as the Director of the Company.
During the year under review Mr. Kelash Bunkar and Mr. Aman Patel appointed as Independent Directors of
the company on 03rd February 2025 for period of 5 years .Further MS. Komalben Chauhan was resigned on
03rd February 2025 as Independent Directors of the company.
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Chandrakant Parmar, Chief Financial
Officer and Ms. Kinjal Dalal, Company Secretary are the key managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year 2024-25 forms part of the
Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees and the details of the Committees along with their
composition, number of meetings and attendance at the meetings are provided in the Corporate Governance
Report.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out
an evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors
were also carried out and the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy decisions for the
benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required
pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules,
2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the
Company for the Financial year is not given.
AUDITORS AND AUDITORS' REPORT:
M/s. Bipin & Co., Chartered Accountants, Vadodara (FRN 101509W), Statutory Auditors of the Company to
hold office from the conclusion this AGM until the conclusion of the AGM to be held in the year of 2030, for
period of 5 years.
The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the
Auditors' Report are self-explanatory and do not call for any further comments
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on
31st March 2025 is available on the website of the Company at http:// www.regiss.co.in
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility initiative under the
provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not applicable.
PARTICULARS OF EMPLOYEES:
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, is not required to be given as there
were no employees coming within the purview of this section.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Daksha Negi &
Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial
Audit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
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Sr.
No.
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Qualifications made by Secretarial Auditor
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Explanations by the Board
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a)
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The company has not complied with certain
regulation of SEBI (LODR) Regulations, 2015 as
regards publication of Notice of AGM and
quarterly results.
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The company will take necessary steps to comply
with the same.
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b)
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As per section 138 of the Companies Act, 2013,
the Company is required to appoint Internal
Auditor. The Company has not appointed
Internal Auditor.
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The size of operation of the Company is very small,
it is not viable to appoint Internal Auditor but the
Company has established the internal control
system.
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REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisions
of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together with
a Certificate from the Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ("POSH ")(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2024-25, no complain had been received.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign
exchange earning on account of the operation of the Company during the year was Rs. Nil.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE
5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of
the remuneration of each director to the permanent employee's remuneration. However, since there is no
permanent employee in the Company, no disclosure under the said provision has been furnished.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation by way of notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the
Company for that period;
c) the Directors have taken proper and sufficient care 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) Directors have prepared the accounts on a "going concern basis".
e) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal
Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk.
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism
Policy.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions or applicability pertaining to these matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
ii) Payment of remuneration or commission from any of its subsidiary companies to the Managing
Director/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies
Act, 2013).
iv) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution
Process under the Insolvency and Bankruptcy Code, 2016.
v) One time settlement of loan obtained from the banks or financial institutions.
MATERNITY BENEFIT: Rule 8(5)(xiii) of Companies (Account) Rules, 2014
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees 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, and Shareholders during the year. Your directors also
wish to take on record their deep sense of appreciation for the committed services of the employees at all
levels, which has made our Company successful in the business.
For and on Behalf of the Board
For, REGIS INDUSTRIES LIMITED
Place: Kolkata
Date: 22.05.2025
CHHAYABEN PARMAR CHANDRAKANT PARMAR
Director Wholetime Director
DIN: 10457702 DIN: 09406801
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