DIRECTORS' REPORT TO THE MEMBERS, The Directors submit annual report of Regent Enterprises Limited (formerly known as Spine Traders Limited) along with the audited financial statements for the financial year ended March 31, 2015 . Dividend Based on the Company's performance, the directors place on record their deep sense of concern that due to loss incurred director unable to declare any dividend to its shareholders. 3. Company's Performance Revenue from operation for the financial year 2014-15 was Rs. 28,262,231. Earnings before interest, tax and depreciation was amounted to (Rs. 727,280). Profit After Tax (PAT) for the year was (RS. 727,280). 4. Fixed Deposit Company has not accepted any deposits from the open public and members as per the prohibition under section 73 of the Companies Act, 2013 5. Transfer to Reserve The Company does not transfer any amount to the reserve during the year under review. 6. Material changes and commitment, if any, affecting the financial position of the Company occurred between the end of financial year to which this financial statements relate and the date of the report No material changes and commitments affecting position of the Company occurred during the financial year to which this financial statement relates on the date of the report. 7. Change in Nature of Business, If any The Board of Directors of company decided to diversify its business in the field of purchase, sell, import, export, process and otherwise sell on commission basis raw materials and finished products of edible and non-edible oils, solvents, oil cakes, de-oiled cakes etc., consumables and non consumable products and other related activities so all necessary approvals have been taken and amendments have been made in object clause of Memorandum of Association of the Company. The name of the Company is also changed from Spine Traders Limited to Regent Enterprises Limited through postal ballot and e-voting and approval of Registrar of Companies, NCT of Delhi & Haryana is received on 22nd June, 2015. 8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in Future There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the company and its future operations. 9. Details of Subsidiary/Joint Ventures/ Associates Companies Company has no subsidiary/Joint Ventures/ Associates Companies. 10. The state of the Company's Affairs i) Further Issue of Capital There is no change in the authorised, issued and paid-up capital of the company during the financial year 2014-15. ii) Change in accounting year There is no change in the accounting year. iii) Manpower training and executive development programs There were no such activities taken place during the year 2014-15. 11. Auditor and Auditors' Report M/s. Y. D. & Co., Chartered Accountants, holds office until the conclusion of ensuing Annual General Meeting (AGM) and has expressed their unwillingness to be reappointed as the Statutory Auditors of the Company. Further, your Company has received a written consent and a certificate from M/s Rajan K. Gupta & Co., Chartered Accountants (Registration No. 005945C) to the effect that their appointment, if made, would satisfy the criteria provided in sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014. Hence, the Board hereby recommends the appointment of M/s Rajan K. Gupta & Co., Chartered Accountants (Registration No. 005945C) as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting to be held in the year 2016. 12. Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: > in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; > they 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 at the end of the financial year and of the profit of the Company for that period; > they 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; > they have prepared the annual accounts on a going concern basis; > they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; > they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. 13. Directors and Key Managerial Personnel Mr. Pargat Singh and Mr. Harleen Singh Kathuria director of the company stepped down from the Board of the Company on February 10 and February 20, 2015 respectively due to resignation under section 168 of the Companies Act, 2013. They were associated with the company for around 2 years as director of the company. Under their leadership Spine Traders transformed to modern day company. The Board places on records its appreciation of the invaluable contribution and guidance provided by them. Mr. Ramanlal Trivedi, Director of the company stepped down from the Board of the Company on 13th August 2015 under section 168 of the Company Act, 2013. The Board places on records its appreciation of the invaluable contribution and guidance provided by him. Pursuant to the provisions of section 161 of the Companies Act, 2013 Mr. Vikas Kumar and Mrs. Veenu Jain were appointed as additional directors of the company on February 10, 2015 and on 13th August, 2015 respectively. Both Mr. Vikas Kumar and Mrs. Veenu Jain have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act. 14. Number of Board Meetings 8 meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report (Annexure-II), which forms part of the report. 15. Board Evaluation The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. 16. Particulars of Employees The statement showing particulars of employees under section 197 of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is not required to be given as there were no employees coming within the purview of this section. 17. Internal financial control system and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis (Annexure-I), which forms part of this report. 18. Auditors' report and Secretarial Auditors' report The Auditors' report and secretarial auditors' report does not contain any qualification, reservation or adverse remarks. Report of the secretarial auditor is given as an annexure (IV) which forms part of this report. 19. Risk Management The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigation actions on a continuing basis. 20. Extract of Annual Return As provided under section 92(3) of the Act, the extract of annual return is given in Annexure-III in the prescribed form MGT-9, which forms part of this report. 21. Particulars of loan, guarantee and investments The particular of loans, guarantees and investments have been disclosed in the financial statements. 22. Transactions with related parties None of the transactions pursuant to section 188 of the Companies Act, 2013 was taken place during the financial year ended on March 31, 2015. 23. Conservation Of Energy, 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 are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year were Rs. Nil. 24. Corporate Governance Report Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith (Annexure-II). 25. Corporate Social Responsibility The Company is not covered by the section 135 of the Companies Act, 2013 as the company has not prescribed income as mentioned in the above pursuant law of the Companies Act, 2013. 26. Declaration of Independent Directors The Independent Directors have submitted their disclosures to the board that they fulfill the entire requirement as stipulated in section 149 (6) of the Companies Act, 2013. During the current year Independent directors are yet to be appointed after the approval of the members in annual general meeting of the company. 27. Company's Policy relating to Directors appointment, payment of remuneration and discharge of their duties The Company's policy relating to appointment of Directors, payment of Managerial Remuneration, Directors qualification, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Act is furnished in the Annexure, which forms part of this report Annexure-V(A). Policy for selection of Directors, determining Directors' Independence, Remuneration Policy for Directors and Key Managerial Personnel is annexed as Annexure-V (B). 28. Acknowledgement The 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. The 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. By order of the Board For Regent Enterprises Limited Mahendra Atamarambhai Director (DIN-00059589) Solanko Vikas Kumar Director (DIN-005308192) Place: New Delhi Date: 02nd September, 2015 Registered Office: E-205 (LGF), Greater Kailash-II, New Delhi-110048 |