| Dear 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.
1. Financial Result (Amount in Rs.)
Sr Particulars Year Ended Year Ended
No March 31, March 31,
22015 22014
Revenue from
I operations 28,262,231 -
II Other Income 293,169 -
Total Revenue (I
III II) 28,555,400 -
IV Expenses:
Cost of materials
consumed - -
Purchase of Stock-
in-Trade 27,565,834
Changes in
inventories of
finished goods,
work-in-progress
and Stock-in-Trade 0 0
Employee Benefit
Expense 120,000 -
Financial Costs 5,191 670
Depreciation
and Amortization
Expense 1,127,080 1,307,438
Other Expenses 464,574 208,134
Total Expenses
(IV) 29,282,679 1,516,242
Profit before tax
V (III - IV) (727,280) (1,516,242)
VI Tax expense:
(1) Current tax
(2) Deferred tax - 212,553
Profit(Loss) after
VII Tax (V-VI) (727,280) (1,728,795)
2. 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 Solanko Vikas
Kumar
Director Director
(DIN-00059589) (DIN-005308192)
Place: New Delhi
Date: 02nd September, 2015
Registered Office:
E-205 (LGF),
Greater Kailash-II,
New Delhi-110048
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