As on: Mar 21, 2023 11:12 PM
To,
The Members,
Regency Fincorp Limited
(Formerly Known as Regency Investments Limited)
Your Directors present hereunder the 29th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended 31st March, 2022. The financial results are summarized as under:
1. FINANCIAL PERFORMANCE OF THE COMPANY
2. FINANCIAL HIGHLIGHTS & OPERATIONS
The Key highlights pertaining to the business of the company for the year 2021-22 and period subsequent there to have been given hereunder:
Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 526.49 Lacs in the year 2021-22 as compared to Rs. 357.01 Lacs in the previous year. The Company has earned a net profit of Rs. 55.37 Lacs as compared to Rs. 41.82 Lacs in the previous year.
The Directors trust that shareholders will find the performance of the company for the financial year 2021-22 to be satisfactory. The Earning per share (EPS) of the company is Rs. 1.04 per share (Basic) and Diluted EPS is Rs. 1.04 per share.
3. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
4. PUBLIC DEPOSITS
During the financial year 2021-22, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and Non Banking Financial Companies - Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
5. BORROWINGS
The Company had also availed credit facility of Rs. 184.33 Lacs from HDFC Bank Limited during the financial year.
6. FUTURE OUTLOOK:
Your Company is very well positioned to take advantage of ever increasing demand for the personal loans, business loans, education loans, loan against property, residential & commercial loan. So in this way, your Directors are hopeful to achieve better results in the coming years.
Further the company has started digital platform for granting loan facility to eligible borrowers which are in progress till date of report. So that the Company can maintain quality and many other benefit from various angle.
7. APPROPRIATIONS:
> DIVIDEND:
In order to conserve the reserves, the management of the Company does not propose to declare any dividend for the financial year ended 31st March, 2022.
> TRANSFER TO RESERVE:
As per Section 45IC of the Reserve Bank of India Act, 1934, the Company created a reserve fund and transferred therein a sum of 20% of its net profit.
Transfer to reserve fund under Section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs.11.35 Lacs to its Statutory reserve fund.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no other material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.
9. LISTING:
The Company is listed on BSE Limited and is regularly complying with SEBI (LODR) Regulations, 2015.
The Company received Listing Approval for 8620 equity shares allotted by the Company on preferential basis on 21st March, 2020 and Trading Approval for the same was granted on 1st August, 2022. Also, the Company received Listing Approval on 11th August, 2022 for 1241380 equity shares allotted pursuant to conversion of warrants issued by the Company on preferential basis to Promoters/Non-Promoters and Trading Approval for the same was granted on 23rd August, 2022.
10. DEMATERIALIZATION OF SHARES
The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE964R01013
11. CAPITAL STRUCTURE
The Authorised Share Capital as at March 31,2022 stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 15000000 (One Crore Fifty Lakh) equity shares of Rs. 10(Ten) each and the paid up Equity Share Capital as at March 31, 2022 stood at Rs. 5,34,28,640/- (Rupees Five Crore Thirty Four Lakh Twenty Eight Thousand Six Hundred and Forty only) divided into 5342864 (Fifty Three Lakh Forty Two Thousand Eight Hundred and Sixty Four only) equity shares of Rs. 10 (Ten) each.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2021-22 following changes in directorship were made:
No director was appointed or resigned during the financial year 2021-22. However, Mrs. Neha Abrol and Ms. Ranjna Sharma resigned from directorship w.e.f. 6th July 2022.
Mr. Pratik Jalan and Mrs. Rashu Sarin tendered their Resignation from Directorship of the Company w.e.f. 24th August, 2022. The Board, at their meeting held on 24th August, 2022 took note of the same.
Ms. Sahara Khanna was appointed as Additional Director and Whole Time Director of Company on 24th August, 2022, subject to approval of members in forthcoming AGM.
The Board, based on recommendation of Nomination and Remuneration Committee placed before the Annual General Meeting, draft resolutions:
I. To reappoint Mr. Vishal Rai Sarin as Director of the Company, who has retired by rotation and eligible to be reappointed.
ii. To reappoint Mr. Gaurav Kumar as Managing Director of the Company, for a period of 3 years w.e.f. 24th August, 2022.
iii. To appoint Ms. Sahara Khanna as Director and Whole-Time Director of the Company for a period of 3 years w.e.f. 24th August, 2022, liable to retire by rotation.
13. CHANGES IN THE KMPS DURING THE YEAR
Ms. Manisha Sharma (M.No. A58430) has been appointed as Company Secretary and Compliance Officer of the company by the Board of Directors w.e.f. 1st December, 2021.
14. DISCLOSURE OF MEETINGS OF BOARD OF DIRECTORS
The board met 10 (Ten) times during 2021-22. The details of the s ame are as follows:
15. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
A. AUDIT COMMITTEE:
Your Company has constituted an Audit Committee ("Audit Committee"), as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company's Equity shares on BSE.
Presently, the Audit Committee comprises of the following members:
The audit committee met 7 (seven) times during the 2021-22. The details of the same are as follows:
B. NOMINATION AND REMUNERATION COMMITTEE:
Your Company has formed the Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 & Regulation 19 of SEBI Listing Regulation, 2015.
Presently, the Nomination and Remuneration Committee comprises of the following Members:
The Nomination and Remuneration Committee met 3(three) times during the year. The details of the same are as follows:
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has formed the Stakeholder's Relationship Committee in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013 & Regulation 20 of SEBI Listing Regulation, 2015.
Presently, the Stakeholders' Relationship Committee comprises of the following members:
The Company Secretary of the Company acts as the Secretary to the Committee. The Stakeholder's Relationship Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company.
The Stakeholder's Relationship Committee met one (4) times during the year. The details of the same are as follows:
Details of Investor's grievances/ Complaints:
5 (five) Investor complaints were received and resolved during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2022 are NIL.
There were no pending requests for share transfer/dematerialization of shares as of 31st March 2022.
15. MEETING OF INDEPENDENT DIRECTORS:
The independent directors of company met one time during the year on Friday, 14th August, 2021 where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. DECLARATION BY INDEPENDENT DIRECTORS:
A declaration from, Mr. Jenish Pankajkumar Shah, has been received confirming that he meets the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). However his names is not included in the Databank of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
A declaration from, Mr. Gurinder Singh Sandhu, has been received confirming that he meets the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). However his names is not included in the Databank of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
A declaration from, Mr. Sunil Jindal, has received confirming that he meets the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). However, his name is not included in the Databank of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Company's business operations, products, organization structures and about the Board Constitutions and its procedures.
18. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:
a. That In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. That the directors had 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 or loss of the Company for the year under review.
c. That 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.
d. That the directors had prepared the annual accounts on a going concern basis.
e. That 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.
f. That 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.
19. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees(permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Committee/Management has not received any complaint related to Sexual Harassment.
20. AUDITORS
a. Statutory Auditors:
Appointment of Statutory Auditors:
M/s. Sunil K Sharma & Associates, Chartered Accountants, Chandigarh (Firm Reg. No. 029335N) were appointed on 21.01.2019 as Statutory Auditors of the Company to hold the office from the conclusion of 26th Annual General Meeting till 31st Annual General Meeting of the Company to be held in the year 2024.
There are no qualifications made by M/s. Sunil K Sharma & Associates, Chartered Accountants, the Statutory Auditors of the Company, in their report.
b. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act, the Board has appointed Ms. Kavita, Practicing Company Secretary (FCS 9115, CP No. 10641) on 9th February 2022, to undertake secretarial audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is ANNEXURE- I which forms part of the Directors Report. However, there are certain observation and same is mentioned in the Secretarial Audit, which are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
c. Internal Auditor:
In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the board has appointed Mr. Aditya Aggarwal, Chartered Accountant as an Internal Auditor of the Company.
The Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
d. Cost Auditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.
21. SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable.
Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.
22. EVALUATION OF BOARD'S PERFORMANCE
In compliance with the provisions of the Companies Act, 2013 ('the Act') and SEBI (LODR) Regulations, 2015, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. A structured mechanism was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st March, 2022. Hence, 'Form AOC-1' is not applicable.
25. CLASSES OF SHARES
As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 10/- each.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit functions reports to the Chairman of the Audit Committee and to Chairman/Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. Its compliances with operating systems, accounting procedure and policies at all locations of the Company.
27. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
28. RISK MANAGEMENT:
Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Company's risk management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.
29. RELATED PARTIES TRANSACTIONS:
There were no materially significant related parties' transaction with promoters and directors which were in conflict with the interest of the Company attracting the provision of Section 188 of the Companies Act, 2013 during the financial year. Thus, disclosure in Form AOC-2 is not required.
30. EXTRACT OF ANNUAL RETURN:
The details of Annual return is available on the website of the company at the website of the Company https://www.regencyfincorp.com
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Since the company has given loan or provided any guarantee or made any investment covered under Section 186 of the Companies Act 2013 during the year and complied with the provisions of the Act.
Details on loans or investments are mentioned in Notes to financial statements of this Annual Report. (Refer Note. 04 for investments and Note 03 for loans given of the attached financial statements for the financial year 2021 -22). The Company has neither provided any security nor given any guarantee on behalf of a third party.
32. CORPORATE GOVERNANCE:
In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company since the paid up capital of the Company is below Rs. 10 Crore and also the net worth of the Company is below Rs. 25 Crore during FY 2021 -22.
Since, the Paid-up capital and Net worth of the Company is within the threshold specified under the Regulations, the Compliance with the Corporate Governance Norms are not applicable to Company and thus the Company is not required to attach the Corporate Governance report with the Report of the Board of Directors.
33. PARTICULARS OF EMPLOYEES:
No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no information as required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.
34. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every women executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.
During the year under review, there were no complaints pending as on the beginning of the financial year and no new complaints were filed during the financial year under review.
35. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
Since, the Company is an Investment Company and did not carry any manufacturing activities and the Company has neither used nor earned any foreign exchange during the year under review. Hence, no particulars as per Section 134(3)(m) read with Rule 8(3) of The Companies (Accounts) Rule, 2014 are being furnished under this head.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "ANNEXURE -II' to this report.
37. 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' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "ANNEXURE-III" forming part of the Annual Report.
38. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
39. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES:
No amount for payment towards principal and interest was pending towards Micro, Small & Medium Enterprises as on 31st March, 2022.
40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.
41. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate 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.
42. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code.
A declaration signed by the Company's Managing Director for the Compliance of these requirements is furnished in "ANNEXURE - IV" forming part of the Annual Report.
43. MANAGING DIRECTOR & CFO CERTIFICATION:
The Managing Director and/or CFO of the company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate On Financial Results while placing the Annual financial results before the board in terms of Regulation 33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as "ANNEXURE-V".
44. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with employees at all level.
45. GENERAL DISCLOSURES:
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:-
a. Issue of equity shares and differential rights as to dividend, voting or otherwise.
b. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.
47. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.