TO,
THE MEMBERS OF
REGAL ENTERTAINMENT AND CONSULTANTS LIMITED
Your Board of Directors ("Board") are pleased in presenting their 33 rd
(Thirty Third) Director's Report together with the Audited Financial Statements and the
Auditor's Report of your Company, for the Financial Year ended 31 st March, 2025.
Financial Results
The Company's financial performance, for the Financial Year ended 31 st March 2025,
and corresponding figures of FY ended 31 st March 2024 are summarized below: (Rs. in
Lakhs)
| Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| Income from operation |
9 |
8.66 |
| Less: Other Expenses |
(26.80) |
(8.42) |
| Profit/Loss Before tax |
6 |
0.24 |
| Less: Deferred Tax Liability |
(0.03) |
(0.03) |
| Less: Current Tax Expense |
(17.46) |
(0.06) |
| Profit/Loss after tax |
5 |
0.15 |
| Add: Profit brought forward from last year |
(134.25) |
(134.40) |
| Profit available for Appropriation |
(82.37) |
(134.25) |
| Appropriations |
|
|
| Balance Carried Forward |
(82.37) |
(134.25) |
Operations and Outlook
There has been no change in the nature of the business of the Company. The total
income from operation as at the financial year end was Rs. 96.17 Lakhs as against a total
income of Rs. 8.66 Lakhs in the last year and the company earned aProfit of Rs. 51.88
Lakhs as against a Profit of Rs. 0.15 Lakhs in the last year. Your Company does not have
any Holding, Subsidiary or Associate Company.
DIVIDEND
In order to conserve resources, your directors have not recommended any dividend for
the FY ended 31 st March, 2025.
TRANSFER TO RESERVES
The Company has not transferred any amount to the Reserves during the Financial Year
2024-25.
FIXED DEPOSITS
The Company has neither invited nor accepted any fixed deposits from the public.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards ('IND AS') and accordingly, the
financial statements for the year 2024-25 have been prepared in accordance with IND-AS,
prescribed under Section 133 of the Act, read with the relevant rules issued there under
and the other recognised accounting practices and policies to the extent applicable.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2023-24 in Form MGT-7
pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the
Companies
(Management and Administration) Rules, 2014, is not available on the website of the
Company at www.https://www.regal-consultants.com/ .
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors of the
Company, to the best of its knowledge and ability, hereby confirm that:
1. In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed and there is no material departure from
the same;
2. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent to give a
true and fair view of the state of affairs of the Company as of March 31, 2025, and of the
profit of the Company for the year ended on that date;
3. 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 Companyand for preventing and detecting fraud and other irregularities;
4. The Directors have prepared the annual accounts on a going concern basis;
5. The Director have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively during the financial year ended March 31, 2025; and
6. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively during the financial year ended March 31, 2025.
CORPORATE GOVERNANCE
In view of the paid-up equity share capital of the company is not exceeding Rs. 10
crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous
financial year, the compliance with Corporate Governance provisions is not applicable to
the company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. We have also enclosed the certificate from the Practising
Company Secretary on the non-applicability of the corporate governance certificate.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and on the date of this report. During the year under review, the
Company has been suspended by BSE Limited on grounds of non-compliance. However, Company
has applied for revocation of suspension.
" IMPLEMENTATION OF CIRCULAR ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS ON
"GREEN INITIATIVES IN CORPORATE GOVERNANCE "
In accordance with the MCA and SEBI Circulars and to ensure compliance of Green
Initiative, your Company has sent various documents including Notice of the 33 rd AGM,
Audited Financial Statements, Directors' Report, Auditors' Report for the F.Y. 2024-25
etc. to its Shareholders only in electronic form, at the e-mail addresses
provided/registered by members and made available to us by the Depositories (NSDL/CDSL).
The members are advised to update by registering changes, if any, in their e-mail address,
with the concerned Depository Participant. Your Company shall also display full text of
Notice of 33 rd AGM & Annual Report 2024-25 at its website
https://regal-consultants.com/ . Your Company looks forward towards a ctive participation
of Shareholders in this "Green Initiative" and requests all Shareholders, who
have not so far supplied their e-mail addresses, to give the same at the earliest. There
will be no dispatch by Post of Notice of 33 rd AGM and Annual Report 2024-25 to
Shareholders having no email IDs in compliance with Circulars of MCA and SEBI.
CHANGE IN NATURE OF BUSINESS:
There was no other change in the nature of business of the Company during the
Financial Year ended March 31, 2025.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
During the year under review, the registered office of the Company was shifted from
1402, La serena, JP Road, Andheri west, Mumbai 400 058 to 419D Fourth Floor Horniman
Circle Chambers (Podar Chambers) Syed Abdullah Brelvi Marg, Fort Mumbai, Maharashtra
400001 India with effect from 14 th November 2024 . The change was carried out in
compliance with the applicable provisions of the Companies Act, 2013, and necessary
filings were made with the Registrar of Companies.
SHARE CAPITAL:
During the Financial Year 2024-25, there was a change in the Authorized Share
Capital of your Company. The Authorized Share Capital as of March 31, 2025, of your
Company was Rs. 9,00,00,000 (Rupees Nine crore only) divided into 50,00,000 equity shares
of Rs. 10 each and 40,00,000 preference shares of Rs. 10 each. The Paid-up Equity Share
Capital as of March 31, 2025, of your Company was Rs. 3,07,21,000 (Three Crores Seven
Lakhs Twenty-one Thousand Rupees) Equity Shares of Rs. 10 each.
CHANGES IN SHARE CAPITAL:
There was no change in the Share Capital of your company during the Financial Year
2024-25.
Disclosure Regarding Issues of Equity Shares with Differential Rights:
Your Company has not issued any equity shares with differential rights during the
year under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding Issues of Employee Stock Options:
Your Company has not provided any Stock Option Scheme to the employees during the
year under review and hence no information as per the provisions of Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Sweat Equity Shares:
Your Company has not issued Sweat Equity Shares during the year under review and
hence information as per provisions of Section 54 read with its Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
Disclosure Regarding the Issues of Private Placement Issue:
Your Company has not offered and allotted any shares on a Private Placement Basis
during the Financial Year under review and hence information as per provisions of Section
42 read with its Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules,
2014 has been furnished as mentioned below: -
Disclosure Regarding the Issues of Right Issue:
Your Company has not raised funds through further issuance of Equity Shares as per
provisions of Section 62(1)(a) read with its Rule of the Companies (Share Capital and
Debenture) Rules, 2014 during the Financial Year under review to the existing shareholders
and in the interest of all concerned. Details of the allotments are mentioned below: -
Disclosures in Respect of Voting Rights not directly exercised by Employees:
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished.
Disclosure Regarding the Issues of Bonus Shares:
Your Company has not issued any Bonus Shares during the year under review and hence
no information as per provisions of Rule 14 of the Companies (Share Capital and Debenture)
Rules, 2014 has been furnished.
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 Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment for all
its employees and has a zero-tolerance approach towards sexual harassment at workplace.
During the financial year 2024-25, the Company has not received any complaint of
sexual harassment.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into by the Company with its related parties, during the
Financial Year 2024-25, were in the ordinary course of business and at an arm's length
basis. The details of the Related Party Transactions are set out in the Notes to Financial
Statements forming part of this Annual Report.
Further, the Related Party Transactions undertaken by the Company were in compliance
with the provisions set out in the Companies Act, 2013, read with the Rules made there
under and relevant provisions of Listing Regulations.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference to
financial statements.
PUBLIC DEPOSITS
Your Company has not invited/ accepted any deposits under Section 73 & 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year and, as such, no amount of principal or interest was outstanding as on the Balance
Sheet date on this account .
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of
the applicable secretarial standards issued by The Institute of the Company Secretaries of
India (ICSI) and such systems are adequate and operating effectively.
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.
1. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
| Name |
Designation |
Remuneration paid for F.Y. 2024- 25(Amt in Rupees) |
Times per Median of employee remuneration |
| Shreyash Vinodkumar Chaturvedi |
Managing Director |
NIL |
NIL |
2. The percentage increase in remuneration of each director, Chief Financial
Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial
year;-
| Name |
% Change |
| Shreyash Vinodkumar Chaturvedi, Managing Director |
Nil |
| Satbir Singh, Executive director, (Ceased w.e.f 25 th
March |
Nil |
| 2025) |
|
| Vineet Kharkwal, Company Secretary & Compliance
Officer |
Nil |
3. The percentage increase in the median remuneration of employees in the financial
year NIL
4. The permanent employees on the rolls of the Company 5
5. There is no increase in managerial remuneration during the year whereas in median
Remuneration of the employee increased by NIL
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In a ccordance with Regulation 3 4(2)(f) of the SEBI (Listing Obligations a nd
Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India
(SEBI), in May 2021, introduced new sustainability-related reporting requirements in the
form of the Business Responsibility and Sustainability Report (BRSR). The BRSR marks a
significant shift from the earlier Business Responsibility Report, providing a more
comprehensive framework for companies to disclose their initiatives in the areas of
Environment, Social, and Governance (ESG).
SEBI has mandated that the top 1,000 listed companies, based on market
capitalisation, transition to filing BRSR from the financial year 2024 25 onwards.
As the Company does not fall within the top 1,000 listed entities by market
capitalisation, submission of the BRSR is not applicable to the Company for the current
reporting period.
AUDITORS AND AUDITOR'S REPORT
STATUTORY AUDITOR
Pursuant to the provisions of sections 139 and 141 of the Companies Act, 2013 read
with Companies (Audit and Auditors) Rules, M/s. DBS & Associates, LLP, Chartered
Accountants (Firm Registration No. 081627N) was appointed as Statutory Auditors for a
period of 5 years in the 28 th AGM held on 30 th December 2020.
The Notes on the financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report contains
few qualifications, reservation or adverse remarks.
AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERETO
The replies to the observation of the Statutory Auditor and Secretarial Auditor for
the Financial Year 2023-24 are given as Annexure to the Report.
SECRETARIAL AUDITOR
The Board has appointed M/s Palak Desai, Practicing Company Secretary, to conduct a
Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the
financial year ended March 31, 2025, is annexed herewith marked as Annexure I to this
Report.
During the year under review, there was a delay in the submission of various
disclosures and compliances to the Stock Exchange, which has been reported by the
secretarial auditor. The Company clarified, as annexed to the Director's report.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s Nitin Bhatia
and Associates, Chartered Accountants, as the Internal Auditors of the Company to conduct
the Internal Audit for the financial year 2025-26. The Internal Auditors report their
findings to the Audit Committee and the Board, along with recommendations for improvement
in the systems and processes of the Company.
COST AUDITORS
Your Company has not fallen under section 148 and read with its rules made there
under Companies Act 2013, Therefore, no need to appoint the Cost Auditor and its related
Compliance.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE STATUTORY AUDITOR, IN THEIR REPORT
STATUTORY AUDITORS REPORT
The Statutory Auditor report is self-explanatory, and
qualification/reservation/adverse remark made in the auditors report on the financial
statements of the Company. ( Please refer to Audited Report)
FRAUD REPORTED BY AUDITORS
The Statutory Auditors nor the Secretarial Auditors of the Company have not reported
any fraud during FY 2024-25 as specified under second proviso of Section 143(12) of the
Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).
CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A DIRECTOR
1. Qualification: - The Board of Directors of your company has formulated the job
description for the posts of MD and other Functional Director. The selection of Full-time
Directors is done by the Nomination and Remuneration Committee on the basis of such
criteria.
2. Positive Attribute : - Apart from the duties of Directors as prescribed in the
Companies Act the Directors are expected to demonstrate high standards of ethical
behavior, communication skills and independent judgment. The Directors are also expected
to abide by the respective code of conduct as applicable to them.
3. Independence: - A Director is considered as independent if he/she meets the
criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and
Regulations 16(1)(b) of the Listing Regulations.
INDEPENDENT DIRECTOR
Your Company is listed NBFC Company, all directors are appointed by the Board based
on recommendations given by the Nomination and Remuneration Committee, subject to the
approval of the Shareholders.
As of date 31.03.2025, Regal has Three (3) Independent Directors on the Board of the
Company.
1. Mr. Sudeb Sarbadhikary
2. Mr. Mehul Velyibhai Jayant Patel (Ceased w.e.f 22 nd April 2025)
3. Mr. Manish Chaturvedi (Ceased w.e.f 15 th October 2024)
4. Mr. Gurvinder Singh
5. Mrs. Barkha Chhabra
All the Independent Directors has made declaration that criteria of independence as
specified under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of
SEBI (LODR)
Regulations, 2015 has been complied with Pursuant to Part (c)(2)(i) of Schedule V of
SEBI (LODR) Regulations 2015, the Board of directors of your Company in its meeting held
on 29.05.2025 also gave its confirmation that the Independent Director fulfill the
conditions specified in SEBI (LODR) Regulations and are independent of the Management.
The Sitting fees paid to the Independent Directors during the Financial Year 2024-25
is as under:
| No |
Name Of the Independent |
Sitting fees Board |
Committee Meetings |
|
|
Total |
|
Director |
Meeting s |
Audit Commi ttee |
Nomination & Remunerati on Committee |
Stakeholde r Relationsh ip Committee |
Enterprise Risk Managem ent Committe e |
Amount in Rupees |
| 1. |
Mr. Sudeb |
1000 |
1000 |
1 0 0 |
0 |
1 |
0 0 |
|
Sarbadhikary |
|
|
|
|
|
|
| 2. |
Mr. Mehul |
Nil |
Nil |
NA |
NA |
NA |
Nil |
|
Velyibhai |
|
|
|
|
|
|
|
Jayant Patel |
|
|
|
|
|
|
| 3. |
Mr. Manish |
Nil |
Nil |
NA |
NA |
NA |
Nil |
|
Chaturvedi |
|
|
|
|
|
|
| 4 |
Mr. |
3000 |
2000 |
1 0 0 |
0 |
1 |
0 0 |
|
Gurvinder |
|
|
|
|
|
|
|
Singh |
|
|
|
|
|
|
| 5. |
Mrs. Barkha |
1000 |
1000 |
1 0 0 |
0 |
NA |
NA |
|
Chhabra |
|
|
|
|
|
|
MEETING OF INDEPENDENT DIRECTORS
No separate meeting of Independent Directors of the Company without the presence of
the
Functional Directors & the Management Representatives was held during FY 2024-25
as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors)
and Regulation 25 (3) of the SEBI (LODR) Regulations, 2015.
LISTING
The equity shares of the company are listed at BSE Ltd and the listing fee for the
Financial Year 2025-26 has not been paid to the concerned Stock Exchange, as the trading
is suspended and the Company is under process of revocation of suspension.
DIRECTORS & KEY MANAGERIAL PERSONNEL
As on 31 st March, 2025, the Company had (4) Directors consisting of (3) Independent
Directors and one (1) Managing Director on its Board and (3) KMPs.
During the year under review, the following changes took place:
1. Mr. Mehul Velyibhai Jayant Patel resigned as an independent director on 22 nd
April 2025, as Additional Independent (Non-Executive) Director w.e.f. 30/05/2022 .
2. Mr. Shreyash Vinodkumar Chaturvedi was re-appointed a s Managing Director w.e.f.
30/05/2022.
3. Mr. Sudeb Sarbadhikary was appointed as Additional Independent (Non-Executive)
Director w.e.f. 30/05/2017.
4. Mr. Manish Chaturvedi resigned as an Additional Independent (Non-Executive)
Director w.e.f 15.10.2024.
5. Mr. Satbir Singh resigned as an Executive Director w.e.f 25.03.2025.
6. Mr. Gurvinder Singh has been appointed as Independent (Non-Executive) Director
w.e.f 1 st December 2024.
7. Mrs. Barkha Chhabra has been appointed as Independent (Non-Executive) Director
w.e.f 03 rd December 2024.
On the basis of the written representations received from the Directors, none of the
Directors of the Company are disqualified under Section 164 (2) of the Act.
Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial
Personnel (KMP) of your Company as on 31.03.2025 are:
1. Mr. Shreyash Vinodkumar Chaturvedi was appointed as Chief Finance Officer (CFO)
w.e.f. 30 th May 2022.
2. Mr. Ravinder Vasaist has been appointed as Principal Officer w.e.f 01 st
September 2024.
3. Mr. Vineet Kharkwal has been appointed as Company Secretary & Compliance
Officer w.e.f 1 st October 2024.
RETIREMENT OF DIRECTORS BY ROTATION
In accordance with the provisions of Section 152, 160 and other applicable
provisions, if any, of the Companies Act, 2013, and Articles of Association of the Company
Mr. Shreyash Chaturvedi (DIN- 06393031) who is liable to retires by rotation at the 33 rd
Annual General Meeting to be held on Tuesday, 23 rd September 2025 and being eligible,
offer themselves for reappointment. Brief particulars of directors seeking re-appointment
together with their Directorships in other Companies and Committee Memberships, have been
given in the Annexure to the Notice of 33 rd Annual General Meeting in pursuance to
Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2 issued by
ICSI.
COMPOSITION OF THE BOARD
As required under the Act and SEBI (LODR) Regulations, 2015, your Company has
constituted following Board Level Committees.
Details of the Board Level Committee as on 31.03.2025 are given below :- 1. Audit
Committee. 2. Nomination & Remuneration Committee. 3. Stakeholders Relationship
Committee. 4. Enterprises Risk Management Committee
The compositions, powers, roles, terms of reference, etc. and no. of meeting held of
relevant Committees are as per the requirements of the applicable laws.
1. AUDIT COMMITTEE
The Board has established a qualified and independent Audit Committee in compliance
with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the
SEBI (LODR) Regulations, 2015. The Composition and Term of Reference of the Committee are
in conformity with the said provisions.
TERMS OF REFERENCE OF AUDIT COMMITTEE
The terms of reference of the Audit Committee covers the areas mentioned in Section
177 of the Companies Act, 2013, Regulation 18 read with Part C of Schedule II to the SEBI
(LODR) Regulations, 2015 and Para 94.1 of Chapter XI (Governance Guidelines) of Master
Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation)
Directions, 2023. The terms of reference of the Audit Committee, inter-alia is as follows:
1. Overseeing the Company's financial reporting process and disclosure of financial
information to ensure that the financial statements are correct, sufficient and credible.
2. Reviewing with Management the Quarterly and Annual Financial Statements alongwith
related party transactions, if any, before submission to the Board. 3. Approval or any
subsequent modification of transactions of the Company with related parties. 4. Reviewing
with the Management and Statutory and Internal Auditors, the adequacy of internal control
systems.
5. Discussion with Internal Auditors on Annual Internal Audit Program, Significant
Audit Findings and follow up on such issues. 6. Discussion with Statutory Auditors before
the audit commences on the nature and scope of audit, as well as having post-audit
discussion to ascertain any area of concern. 7. Reviewing the Company's financial and risk
management policies. - Evaluation of internal financial controls and risk management
systems. 8. Reviewing with the Management, the observations / comments / assurances of
Statutory Auditors and the Comptroller & Auditor General of India (CAG). 9. Review
with the Management, the follow-up action taken on the recommendations of the
Parliamentary Committee on Public Undertaking (CoPU), if any. 10. Review of Cost Audit
Report. 11. To examine, decide and deal with all issues relating to Ethics in the Company.
12. Review of functioning of Whistle Blower Policy. 13. Carrying out any other function as
may be referred to the Committee by the Board.
The Audit Committee was reconstituted and adopted on 01/02/2025. All the
recommendations made by the Audit Committee were accepted by the Board.
The constitution of the Audit Committee is as follows:-
| S.No NAME OF COMMITTEE MEMBERS |
CATEGORY(CHAIRPERSON/ EXECUTIVE/NONEXECUTIVE /INDEPENDENT
/NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
| 1. Mr. Manish Chaturvedi |
Chairperson (Independent |
Cessation w.e.f |
|
Director) |
15.10.2024 |
| 2. Mr. Gurvinder Singh |
Chairperson (Independent |
01.02.2025 |
|
Director) |
|
| Mr. Shreyash |
|
|
| 3. |
Member (Managing Director & |
21.04.2025 |
| Vinodkumar |
|
|
|
CFO) |
|
| Chaturvedi |
|
|
| 4. Mr. Sudeb |
Member (Independent Director) |
0 1 |
| Sarbadhikary |
|
|
| 5. Mrs. Barkha Chhabra |
Member (Independent Woman |
01.02.2025 |
|
Director) |
|
During the Financial Year 2024-25, a total of 05 meetings of the Audit Committee
were held and the gap between two meetings did not exceed one hundred and twenty days. The
necessary quorum was present in all the meetings as per the Companies Act 2013. The
minutes of the meetings of all the Board and Committees are circulated to all the
Directors after incorporating the comments of the Directors.( If any). The Company
Secretary acts as the Secretary to the Committee The dates on which the meetings were held
are as follows: -
| S.no |
Number of Audit Committee Meetings |
Date of Audit Committee Meetings |
No. of Members Attended |
| 1. |
1 |
May 31, 2024 |
3 /3 |
| 2. |
2 |
August 14, 2024 |
3 /3 |
| 3. |
3 |
November 14, 2024 |
2 /2 |
| 4. |
4 |
December 2, 2024 |
2 /2 |
| 5. |
5 |
February 14, 2025 |
4 /4 |
2. NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) has been constituted by the Board in
compliance with the requirements of Section 178(1) of the Companies Act, 2013, Regulation
19 of the SEBI (LODR) Regulations, 2015 and Para 94.2 of Chapter XI (Governance
Guidelines) of Master Direction Reserve Bank of India (Non-Banking Financial Company Scale
Based Regulation) Directions, 2023 The Composition and Term of Reference of the Committee
are in conformity with the said provisions
The Nomination And Remuneration Committee was reconstituted and adopted on
01/02/2025, 22.04.2025 and 29.05.2025. All the recommendations made by the Nomination And
Remuneration Committee were accepted by the Board.
The constitution of the Nomination And Remuneration Committee is as follows:-
| S.no |
NAME OF COMMITTEE MEMBERS |
CATEGORY (CHAIRPERSON/EXECUTIVE/NON-
EXECUTIVE/INDEPENDENT /NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
| 1. |
Mr. Gurvinder Singh |
Chairman (Independent Director) |
0 1 |
| 2. |
Mrs. Barkha Chhabra |
Member (Independent Woman Director) |
0 1 |
| 3. |
Mr. Mehul Velyibhai Jayant Patel |
Member (Independent Director) |
Ceased w.e.f 22.04.2025 |
| 4. |
Mr. Sudeb Sarbadhikary |
Member (Independent Director) |
2 2 |
One meeting of the Nomination & Remuneration Committee was held during the
Financial Year 2024-25. Necessary quorum was present in the meeting of the Committee. The
minutes of the meetings of the Committee are placed before and noted by the Board. During
the year, all recommendations of the Committee were accepted by the Board.
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
| S.no |
Number of |
Date of |
Nomination |
No. of Members Attended |
|
Nomination Remuneration Committee Meeting |
Remuneration Meeting |
Committee |
|
| 1. |
1 |
February 14, 2025 |
3 /4 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee has been constituted by the Board in
compliance with the requirements of Section 178 (5) of the Companies Act, 2013 and
Regulation 20 of the SEBI (LODR) Regulations, 2015. The Composition and Term of Reference
of the Committee are in conformity with the said provisions.
Terms of Reference of Stakeholder Relationship Committee
The terms of reference of the Stakeholders Relationship Committee (SRC) covers the
areas mentioned in Section 178 (5) of the Companies Act, 2013 and Regulation 20 read with
Part D (B) of Schedule II to the SEBI (LODR) Regulations, 2015. The terms of reference of
the SRC, inter-alia are as follows:
1.Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings
etc. 2. Review of measures taken for effective exercise of voting rights by shareholder.
3. Review of adherence to the service standards adapted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent. 4. Review of
the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports
notices by the shareholders of the Company. 5. Such other matter as may be specified by
the Board from time to time. 6. Any other matter as prescribed by the Companies Act, 2013
& rules made thereunder, and SEBI (LODR) Regulations, 2015 or such other regulations
prescribed by the SEBI from time to time.
The Stakeholders Relationship Committee was reconstituted and adopted on 01/02/2025,
22.04.2025, and 29.05.2025. All the recommendations made by the Stakeholders Relationship
Committee were accepted by the Board.
| S.no NAME OF COMMITTEE MEMBERS |
CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT
/NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
| 1. Mr. Mehul Velyibhai Jayant Patel |
Chairman (Independent Director) |
Ceased w.e.f 22.04.2025 |
| 2. Mr. Sudeb Sarbadhikary |
Chairman (Independent Director) |
2 2 |
| 3. Mr. Gurvinder Singh |
Member (Independent Director) |
0 1 |
| 4. Mr. Shreyash Vinodkumar Chaturvedi |
Member (Managing Director & CFO) |
0 1 |
One meeting of the Stakeholders Relationship Committee was held during the Financial
Year 2024-25. Necessary quorum was present in the meeting of the Committee. The minutes of
the meetings of the Committee are placed before and noted by the Board. During the year,
all recommendations of the Committee were accepted by the Board
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
| S.no |
Number of Stakeholders Relationship |
Date of Relationship Meeting |
Stakeholders Committee |
No. of Members Attended |
|
Committee Meeting |
|
|
|
| 1. |
1 |
February 14, 2025 |
3 |
/4 |
ENTERPRISE RISK MANAGEMENT COMMITTEE
The Enterprise Risk Management Committee of the Company is constituted in line with
the provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015 andPara 39 of Chapter
VI (Governance Guidelines) of Master Direction Reserve Bank of India (Non-Banking
Financial Company Scale Based Regulation) Directions, 2023 . The Composition and Term of
Reference of the Committee are in conformity with the said provisions.
Terms of Reference of Enterprise Risk Management Committee
The Enterprise Risk Management Committee of the Board of Directors has been
entrusted with the responsibility to assist the Board in overseeing and approving the
Company's risk management framework. The Company has a comprehensive Enterprise Risk
Management Policy (ERM Policy) detailing the risks that the Company faces under various
categories like Market/Competition Risk, Policy and Regulation Risk and Regulatory
Compliance Risk, Technology Risk/Quality of Service Risk, Operational Risk, Ongoing
Concern Risk, Internal Control Failures and Integrity of Financial Information Risk,
Information Technology & Systems b Security Risk, Disaster and Business Continuity
Risk, Greater Transparency and Entity Level Ethical & Governance Risk and other risks
and these have been identified and suitable mitigation measures have also been formulated.
The functions of the Enterprises Risk Management Committee shall inter-alia includes cyber
security. The Enterprises Risk Management Committee reviews the key risks faced by the
Company and its mitigation measures periodically.
The Enterprise Risk Management Committee was reconstituted and adopted on
01/02/2025, 22.04.2025, and 29.05.2025. All the recommendations made by the Enterprise
Risk Management Committee were accepted by the Board.
| S.no NAME OF COMMITTEE MEMBERS |
CATEGORY (CHAIRPERSON/EXECUTIVE/NON-
EXECUTIVE/INDEPENDENT /NOMINEE) |
DATE OF APPOINTMENT/ CESSATION |
| 1. Mr. Shreyash Vinodkumar Chaturvedi |
Chairman (Managing Director & CFO) |
0 1 . |
| 2. Mr. Satbir Singh |
Member (Vice President) |
2 2 |
| 3. Mr. Gurvinder Singh |
Member (Independent Director) |
0 1 . |
| 4. Mr. Mehul Velyibhai Jayant Patel |
Member (Independent Director) |
Ceased w.e.f 22.04.2025 |
During the Financial Year 2024-25, a total of 01 meetings of the Enterprise Risk
Committee were held and the gap between two meetings did not exceed two hundred and ten
days. The necessary quorum was present in all the meetings as per the Companies Act 2013.
The minutes of the meetings of the Committee are placed before and noted by the Board.
During the year, all recommendations of the Committee were accepted by the Board
The Company Secretary acts as the Secretary to the Committee
The dates on which the meetings were held are as follows: -
| S.no |
Number of Enterprise Risk Committee Meeting |
Date of Enterprise Committee Meeting |
Risk |
No. of Members Attended |
| 1. |
1 |
February 14, 2025 |
|
3 |
/4 |
NUMBER OF MEETINGS OF THE BOARD:
The Company holds regular Board Meetings as per the provisions of the Companies Act,
2013 and adheres to the Secretarial Standards on the Board & Committee Meetings as
prescribed by The Institute of Company Secretary of India (ICSI). The Board has complete
access to all information of the Company. The Company Secretary, after getting approval
from the Managing Director, sends a written notice of each Board Meeting to each Director.
The agenda papers containing a ll necessary information/documents a re a vailable to the
Board/Committee Members in advance to enable them to discharge their responsibilities
effectively and take informed decisions. The information as specified in the SEBI (LODR)
Regulations, 2015 is regularly made available to the Board, whenever applicable, for
discussion & consideration. Directors can suggest inclusion of any item(s) in the
agenda at the Board meeting. The agenda is placed before the Board inter alia includes the
information as mentioned in Schedule II Part A of SEBI (LODR) Regulations, 2015. During
the Financial Year 2024-25, a total of 07 meetings of the Board were held and the gap
between two meetings did not exceed one hundred and twenty days. The necessary quorum was
present in all the meetings as per the Companies Act 2013. The minutes of the meetings of
all the Board and Committees are circulated to all the Directors after incorporating the
comments of the Directors.
Seven meetings of the Board of Directors were held during the financial year from
April 01, 2024 to March 31, 2025. The dates on which the meetings were held are as
follows: -
| S.no |
Number of Board meetings |
Date of Board meeting |
| 1. |
1 |
May 31, 2024 |
| 2. |
2 |
August 14, 2024 |
| 3. |
3 |
November 05, 2024 |
| 4. |
4 |
November 14, 2024 |
| 5. |
5 |
December 2, 2024 |
| 6. |
6 |
December 07, 2024 |
| 7. |
7 |
February 14, 2025 |
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS DURING THE FINANCIAL YEAR 2024-25 AND
IN THE LAST ANNUAL GENERAL MEETING (32 nd AGM HELD ON 31.12.2024).
The details of attendance of directors at the board meetings during the financial
year 2024-25 and in the last Annual General Meeting (32 nd AGM held on 31.12.2024) as
mentioned below: -
| SL. NO NAME OF THE |
NO. OF BOARD MEETINGS |
PERCENT AGE OF |
ATTENDANCE AT THE LAST |
REMARKS |
| . DIRECTORS |
HELD DURI NG THEIR TENU RE |
ATTENDE D DURING THEIR TENURE |
ATTEND ANCE (%) |
AGM i.e. 3 nd 2 AGM (HELD ON 31.12.2024) |
|
| 1. Mr. Shreyash Vinodkumar Chaturvedi |
7 |
7 |
1 |
0 0 |
% |
| 2. Mr. Sudeb Sarbadhikary |
7 |
7 |
1 |
0 0 |
% |
| 3. Mr. Mehul Velyibhai Jayant Patel |
7 |
6 |
8 |
6 % |
NO w.e.f 2 nd 2 April 2025) |
| 4. Mr. Manish Chaturvedi |
2 |
2 |
1 |
0 0 |
% w.e.f 1 th 5 October 2025) |
| 5. Mr. Gurvinder Singh |
3 |
3 |
1 |
0 0 |
% |
| 6. Mrs. Barkha Chhabra |
1 |
1 |
1 |
0 |
0 |
% |
Yes |
| 7. Mr. Satbir Singh |
4 |
4 |
1 |
0 |
0 |
% Director w.e.f. 25.03.2025 |
Yes |
DECLARATION RECEIVED FROM DIRECTORS AS ON 31.03.2025
a. None of the Directors of the Company are related to each other and there are no
inter-se relationships between the Directors.
b. None of the Directors hold equity shares in the Company, except Mr. Shreyash
Vinodkumar Chaturvedi, who has been holding 10,77,781 equity shares of the Company. The
Company has not issued any convertible instruments.
c. None of the Directors on the Board is a Director in more than 7 listed entities.
d. None of the Non Executive Directors is an Independent Director in more than 7
listed entities as required under the SEBI (LODR) Regulations, 2015. Further, MD do not
serve as Independent Directors in any listed company.
e. None of the Directors held Directorships in more than 20 Indian Companies, with
more than 10 Public Limited Companies.
f. None of the Directors on the Board is a member of more than 10 Committees or
Chairman of 5 Committees (Committees being Audit Committee and Stakeholder Relationship
Committee) across all Public Companies in India, in which he/she is a director.
g. All Directors are in compliance with the limit on Directorships/Independent
Directorships of Listed Companies as prescribed under Regulation 17A of the SEBI (LODR)
Regulations, 2015.
Necessary disclosures i.e., Form MBP-1 i.e., Notice of Interest by Director pursuant
to Section 184(1) of Companies Act, 2013 and Rule 9 (1) of Companies (Meeting of Board and
its Power) Rule 2014 have been obtained from all the directors. Also, Certificate pursuant
to Regulation 26(3) of SEBI (LODR) Regulations, 2015 regarding Membership/Chairmanship of
Board Level Committee for the Financial Year 2024-25 has been taken from all the
directors.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:
Your Company has not received any significant or material ones passed by any
regulatory Authority, Court or Tribunal which shall impact the going concern status and
Company`s operations in future.
DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
Your Company does not have any its Subsidiaries, Joint Venture or Associate
companies of the Company.
RISK MANAGEMENT:
Risk management has always been an integral part of the Company and for this purpose
the company has been for years implementing a risk management policy. The Company has
implemented an effective and meaningful system in place to safeguard the interest of the
company. The main objectives of this policy are:
a. Manage the risk without adversely impacting the normal business and its growth.
b. Enable sustained business performance. c. Lesser impact on the company's finances. d.
Be compliant to the relevant requirements of the Exchanges/ Regulators.
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 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/ FAMILIARISATION PROGRAMMES
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,
financials etc.
DISCLOSURES
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 https://www.regal-consultants.com/ .
CODE FOR FAIR DISCLOSURE, INTERNAL PROCEDURES AND CONDUCT FOR REGULATING, MONITORING
AND REPORTING OF TRADING BY INSIDERS
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015, The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures
for fair disclosure of unpublished price-sensitive information and code of conduct for the
prevention of insider trading, is available on our website
https://www.regal-consultants.com/
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, investmentmade 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
banking company.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The company does not envisage any risk, which may threaten the existence of the
company. The company takes all necessary steps to identify measures & manage risk
effectively.
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. The Company has not issued any sweat equity shares to its directors or employees;
4. There was no revision of financial statements and Board's Report of the Company
during the year under review.
5. No orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and the Company's operations in future
6. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the financial year is not applicable. Your Director's 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 and the provisions do not
apply to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as follows:
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy: NIL
(ii) The steps taken by the company for utilizing alternate sources of energy: NIL
(iii) The capital investment on energy conservation equipment: NIL
(B) Technology absorption-
(i) The efforts made towards technology absorption: NIL
(ii) The benefits derived like product improvement, cost reduction, product
development or import substitution: NIL
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- : NIL
(iv) The expenditure incurred on Research and Development: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your company was not received any foreign Earning from the foreign and not to outgo
any foreign earnings.
DETAILS REGARDING OTS (One Time Settlement) DONE DURING THE YEAR
During the year under review, Your Company has not done any OTS with any lender.
ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for the assistance
and cooperation 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 OF DIRECTORS
REGAL ENTERTAINMENT & CONSULTANTS LIMITED
| Sd/- |
Sd/- |
| SHREYASH VINODKUMAR CHATURVEDI |
GURVINDER SINGH |
| MANAGING DIRECTOR &CFO |
INDEPENDENT DIRECTOR |
| DIN: 06393031 |
DIN: 00085436 |
| PLACE: MUMBAI |
|
| DATE: 11.08.2025 |
|
|