Information Memorandum Regal Enterprises Limited
INFORMATION MEMORANDUM
OF
REGAL ENTERPRISES LIMITED
FOR LISTING OF 3164800 EQUITY SHARES OF Rs.10/- EACH FULLY PAID UP
NO EQUITY SHARES ARE PROPOSED TO BE OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM
CIN: L18101DL1989PLC269075
REGISTERED OFFICE:
308, BASEMENT, DEFENCE COLONY, DELHI-110024
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Information Memorandum Regal Enterprises Limited
INFORMATION MEMORANDUM
FOR LISTING OF 3164800 EQUITY SHARES OF RS. 10/- EACH FULLY PAID UP
Regal Enterprises Limited was originally incorporated as a Private Limited Company on November 6, 1989 under the jurisdiction of the Registrar of Companies, Chandigarh. Further, w.e.f. March 28, 1995 the was converted into a Public Limited Company vide order dated June 16, 1995.
Name of Company REGAL ENTERPRISES LIMITED Category Public Limited Company Registered Office Address 308, Basement, Defence Colony, Delhi-110024 Telephone & Fax No. TEL: +91 (0) 22 42270400 FAX: +91 (0)22 28503748 E- Mail ID [email protected] Website www.regalenterprise.in Date of Incorporation of Company November 6, 1989 CIN of the Company L18101DL1989PLC269075 ISIN of the Company INE384R01014 Name & Details of the Contact Person Sudha Sharma - Whole Time Director 306, Meghadut Imarat A, Raheja Township, Malad - East, Mumbai, 400097, Maharashtra, India Name of Regional Stock Exchanges where Delhi Stock Exchange Limited the Shares of Company are Listed Ahmadabad Stock Exchange Limited Ludhiana Stock Exchange Limited Name & Address of Auditors of the V.V. Ketkar, Chartered Accountants st Company 4, Adwait 1 Floor Saraswatibai Joshi Marg, Dadar – West, Mumbai – 400028 Registrar & Share Transfer Agents Adroit Corporate Services Pvt.Ltd. 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059 www.adroitcorporate.com Registration Number INR000002227
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Information Memorandum Regal Enterprises Limited
CERTAIN CONVENTIONS; USE OF MARKET DATA
Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956 & 2013 as amended (“Companies Act”) included elsewhere in this Information Memorandum.
Unless stated otherwise the financial year commences on April 1st and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year.
The information in this information memorandum has been taken from Financial Statements and Annual Reports of the Company and Directors’ Report and Auditors Reports thereon and other reliable sources. We believe that data used in this Information Memorandum is reliable though it has not been independently verified by the Company.
FORWARD LOOKING STATEMENT
Statements included in this Information Memorandum which contains words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “ should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements” and involve risks and uncertainties.
All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:
General economic and business conditions in India and other countries; Our ability to successfully implement our strategy, our growth and expansion plans and technological changes; Changes in the value of the Indian Rupee and other currency changes; The occurrence of natural disasters or calamities. Changes in laws and regulations in India; Changes in political conditions in India; The Loss of our Key Employees and Staff. Any adverse outcome in the legal proceedings in which the Company is involved. The Company’s ability to meet its capital expenditure requirements;
For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occur in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.
We do not have any obligation to and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
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Information Memorandum Regal Enterprises Limited
INFORMATION MEMORANDUM
FOR LISTING AND TRADING OF 3164800 EQUITY SHARES OF
Rs. 10/- EACH FULLY PAID UP
GENERAL RISK
Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Regal enterprises Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Regal Enterprises limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.
When making an investment decision, investors must rely on their own examination of the Company including the merits and risks involved. Each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters.
ABSOLUTE RESPONSIBILITY OF REGAL ENTERPRISES LIMITED
Regal Enterprises Limited having made all reasonable inquiries, accepts responsibility and confirms that this Information Memorandum contains all information with regards to Regal Enterprises Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The entire equity shares capital of Regal Enterprises Limited are listed on the Delhi Stock Exchange Limited ,Ahmadabad Stock Exchange ,Ludhiana Stock Exchange and are proposed to be listed on the MCX-SX Stock Exchange Limited.
NON APPLICABILITY OF ISSUE OF PROSPECTUS
Since there is no offer of securities made through this Information Memorandum, the provisions of the section 26 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 shall not apply to the Company.
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Information Memorandum Regal Enterprises Limited
SECTION-I GLOSSARY OF TERMS/ABBREVIATIONS
Articles of Association of M/s. Regal Enterprises Limited
Auditors The Statutory Auditors of Regal Enterprises limited Banker(s) to the Company The Bankers of Regal Enterprises limited Board of Directors / Board / The Board of Directors of Regal Enterprises limited Directors MCX MCX-SX Stock Exchange Limited Companies Act The Companies Act, 1956 & 2013, as amended from time to time DSE Delhi Stock Exchange Limited. ASE Ahmadabad Stock Exchange Limited LSE Ludhiana Stock Exchange Limited EPS Earnings per Equity Share Equity Shares Equity Shares of the Company of Rs.10/- each Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year Information Memorandum This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum I. T. Act The Income-tax Act, 1961, as amended from time to time, except as stated otherwise Memorandum / Articles of The Memorandum and Articles of Association of Regal Association (MOA / AOA) Enterprises Limited Company Regal Enterprises limited NSDL National Securities Depository Limited CDSL Central Depository Services (I) Ltd RBI Reserve Bank of India ROC Registrar of Companies, Delhi & Haryana SEBI The Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time
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Information Memorandum Regal Enterprises Limited
SECTION-II RISK FACTORS & MANAGEMENT PERCEPTION THEREOF
RISK ENVISAGED BY THE MANAGEMENT
An investment in equity securities involves a high degree of risk. Before investing in our Equity Shares, you should carefully consider all the information in this Document, including the risks and uncertainties described below and in the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, as well as the “Financial Statements” and related notes. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business and financial results could be materially and adversely affected, the trading price of the Equity Shares could decline significantly and you may lose all or part of your investment.
MANAGEMENT PERCEPTION
The Company has been in the business for the last 25 years and has seen many ups and down in the economy of India. The Company follows a systematic process for planning and implementation of its strategies. The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The measurement, monitoring management of risk remains key focus areas for the company. Barring unforeseen circumstances and political fluctuations as well as natural calamities, the Company expects to withstand the Global/India economy meltdown as the Company, alongwith applying stiff and conventional measures, follows conservative approach and manages the credit risk through prudent selection of clients, delegation of appropriate lending powers and stipulating various prudential limits.
The Management of the Company is looking forward to excel in the existing business by framing plans and formulating strategies and also by hiring expert for their expert opinion who shall prove to be an asset to the Company in its future endeavor.
INTERNAL RISK
Regal Enterprise is in the business of manufacturing finishing and proceeding of all kinds of knitwear, Garments, Fabrics, Yarn, and to manufactures automobile tools and other lights engineering products, Carding and Spinning all types of woolens, cottons and synthetic yarn, silk, nylon, polyester, fiber, natural silk fabrics and garments.
Therefore the risk involved includes volatility in pricing of inputs, raw material capital goods Obsolency risk, change of fashion etc.
EXTERNAL RISKS
Textile industry requires a serious time commitment. There are so many different aspects to the business of textile industry that it becomes difficult, and sometimes impossible, to give only a small part of your attention to your investment endeavors. Before making an investment, it is important to understand all the factors that play into your decision. This includes capital appreciation, tax benefits, cash flow, equity paydown, and those are just a few. Each element of textile industry requires a serious amount of time. Shortcuts can be detrimental.
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Information Memorandum Regal Enterprises Limited
RISK IN INVESTING IN SECURITY OF THE COMPANY
The prices of our equity shares may fluctuate after listing due to a wide variety of factors, including volatility in the Indian and global securities markets; our operational performance, financial results and expansion capacity; developments in India’s economic liberalization and deregulation policies, particularly in the textile sector; and changes in India’s laws and regulations impacting our business. There is no assurance that an active trading market for our equity shares will be developed or be sustained after listing.
LEGAL RISKS:
The legal risk depends on the involvement of the Company in the legal proceedings. So far there are no cases either criminal or civil or under any other applicable laws lodged against the Company. The Company is also regular in Compliance. There are no cases lodged by the Company against any person(s) and Companies
1. Delhi Stock Exchange Limited Listing : 2. Ahmadabad Stock Exchange Limited 3. Ludhiana Stock Exchange Limited
Now the Equity Shares of the Company i.e. Regal Enterprises limited shall be admitted for direct listing on MCX-SX Limited. Such admission for listing shall be subject to fulfillment by the Company of listing criteria of MCX-SX for such issues and also subject to such other terms and conditions as may be prescribed by MCX-SX at the time of the application by the Company seeking listing.
Eligibility Criterion The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable, to MCX-SX for making the said Information Memorandum available to public through their website viz. www.mcx-sx.com.
Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.
Caution
The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.
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Information Memorandum Regal Enterprises Limited
Disclaimer Clause of MCX-SX
As required, a copy of this Information Memorandum is being submitted to MCX-SX. The MCX- SX does not in any manner:
• warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or • warrant that this Company’s securities will be traded or will continue to be traded on the MCX-SX; or • take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company;
and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the MCX-SX. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the MCX-SX whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
Listing
Application is being made to MCX-SX for obtaining permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has already taken steps for the completion of necessary formalities for commencement of trading at the Stock Exchange mentioned above.
Demat Credit
The Company has executed Agreements with NSDL and CDSL for trading its securities in demat form as per the following details:
Dematerialization of Shares Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INE384R01014.
Registrar & Share Transfer Agent Auditors Adroit Corporate Services Pvt.Ltd. V.V. KETKAR. 17-20, Jafferbhoy Ind. Estate, 4 Adwait, 1st floor, Saraswatibai Joshi Marg,Off 1st Floor, Makwana Road, Bhavani Shankar Road, Marol Naka, Andheri (E), Mumbai 400059 Dadar (West), Mumbai – 400028 www.adroitcorporate.com Chartered Accountants MEM NO.-047388 Banker to the Company Compliance Officer IDBI BANK Ms. Devanshi Ketan Shah Company Secretary A.C.S. 31213 e-mail id- [email protected] Contact No- TEL: +91 (0) 22 42270400 Investors can contact the Compliance Officer in case of any share transfer related problem.
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Information Memorandum Regal Enterprises Limited
SECTION III - GENERAL INFORMATION
Company Profile
REGAL ENTERPRISES LIMITED is in well diversified business as powered by the Memorandum of Association of the Company.
The Company is presently doing the following business:
. Manufacturing finishing and proceeding of all kinds of knitwear, Garments, Fabrics, Yarn, and to manufactures automobile tools and other lights engineering products. . To Carding and Spinning all types of woolens, cottons and synthetic yarn, silk, nylon, polyester, fiber, natural silk fabrics and garments. . To export Import the above the all types of woolens, cottons and synthetic yarn, silk, nylon, polyester, fiber, natural silk fabrics and garments. All kinds of knitwear, Garments, Fabrics, Yarn, and to manufacture automobile tools and other lights engineering products.
Regal Enterprises Limited was originally incorporated as a Private Limited Company on November 6, 1989 under the jurisdiction of the Registrar of Companies, Chandigarh. Further, w.e.f. March 28, 1995 the was converted into a Public Limited Company vide order dated June 16, 1995.
DIRECTORS
Company is managed by 7 Directors and all the directors of Company have long experience in Capital Market, Finance and Accounting and textile Sector required for manufacturing, processing, transportation and trading business and other commercial and service businesses.
REGISTERED OFFICE
308, BASEMENT, DEFENCE COLONY, DELHI-110024
List of Directors Sr. Name of the Directors Designation No. 1. Anuj Goyal Non – Executive Independent Director 2. Ramesh Goyal Promoter Non – Executive Director 3. Sonam Goyal Promoter Non – Executive Director 4. Abhishek Vishwanath Sharma Non – Executive Independent Director 5. Reeta Amit Somani Non – Executive Independent Director 6. Sudha Sharma Whole time Director 7. Vivek Vippin Vij Non – Executive Independent Director
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Information Memorandum Regal Enterprises Limited
IV. CAPITAL STRUCTURE
A. The share capital of the Company as at the date of this Information Memorandum is set forth below:
Aggregate value at face Sr. Particulars value / Aggregate Nominal Value No (in Lakhs) Authorized Capital 35,000,000 A 35,00,000 Equity Shares of face value Rs.10/- each each fully paid-up TOTAL AUTHORIZED CAPITAL 35,000,000 Issued Subscribed & Paid Up Capital B 31,64,800 Equity Shares of face value Rs.10/- each 3,16,48,000
TOTAL ISSUED SUBSCRIBED & PAID UP CAPITAL 3,16,48,000
B. Share Capital History of the Company/ Evolution of Capital
Particulars Date of Considerat No. of Distinctive Nos. Whether listed at Allotment ion shares From -To DSE or not At the time of 06.11.1989 Cash 50 1-50 Shares listed on Incorporation DSE,ASE,LSE. (Subscribers to the Memorandum) Allotment at the 06.11.1989 Cash 450 51-500 Shares listed on time of DSE,ASE,LSE. Incorporation Allotment of 15.03.1990 Cash 19500 501-20000 Shares listed on Shares DSE,ASE,LSE. Allotment of 31.10.1990 Cash 36000 20001-56000 Shares listed on shares DSE,ASE,LSE. Allotment of 08.07.1992 Cash 10000 56001-66000 Shares listed on Shares DSE,ASE,LSE. Bonus Issue 28.03.1995 Bonus 330000 66001-396000 Shares listed on DSE,ASE,LSE. Initial public 23.03.1996 Cash 2768800 396001-3164800 Shares listed on offering (IPO) DSE, ASE,LSE.. Total 3164800
C. Details of Outstanding Convertible Warrants:
We hereby declare that there are no outstanding convertible warrants pending for conversion as on the date of this Information Memorandum.
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Information Memorandum Regal Enterprises Limited
D. STATEMENT OF SHAREHOLDING PATTERN OF THE COMPANY
I) Statement showing Share Holding Pattern of Regal Enterprises limited as per clause 35 of Listing Agreement as on September 30, 2014:
Introductory sub-table (I)(a)
Name of the Company: Regal Enterprises limited
Scrip Code, Name of the scrip, class of security:
Quarter ended: 30th September, 2014
As a % of total no. No. of partly paid-up of partly paid-up As a % of total no. of Partly paid-up shares:- shares shares shares of the company
Held by promoter/promoter group 0 0 0 Held by public 0 0 0
Total 0 0 0
As a % of total no. of As a % of total no. shares of the of outstanding company, assuming full Outstanding convertible No. of outstanding convertible conversion of the securities:- securities securities convertible securities
Held by promoter/promoter group 0 0 0 Held by public 0 0 0
Total 0 0 0
As a % of total no. of As a % of total shares of the no. company, assuming full Warrants:- No. of warrants of warrants conversion of warrants
Held by promoter/promoter group 0 0 0 Held by public 0 0 0
Total 0 0 0
Total paid-up capital of the company, assuming full conversion of warrants and convertible securities 3164800 0 0
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Information Memorandum Regal Enterprises Limited
Statement Showing Shareholding Pattern Table (I)(a) Number of Number Total Total shareholding Categ shares Shares Pledged or Category of of number as a percentage of ory held in otherwise Shareholder Sharehol of total number of code demate encumbered ders shares shares rialized form As a As a Num percent percent ber As a age age of of percentage of(A+B) (A+B+C share 1 ) s (IX)= (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (VIII)/(IV)*100 (A) Shareholding of Promoter and Promoter Group2 1 Indian (a) Individuals/ Hindu 5 630700 NIL 19.93 19.93 N.A. N.A. Undivided Family (b) Central Government/ NIL NIL NIL NIL NIL N.A. N.A. State Government(s) (c) Bodies Corporate NIL NIL NIL NIL NIL N.A. N.A. (d) Financial Institutions/ NIL NIL NIL NIL NIL N.A. N.A. Banks (e) Any Others(Specify) N.A. N.A. N.A. N.A. N.A. N.A. N.A. Sub Total(A)(1) 5 630700 0 19.93 19.93 N.A. N.A.
2 Foreign a Individuals (Non- Residents NIL NIL NIL NIL NIL N.A. N.A. Individuals/ Foreign Individuals) b Bodies Corporate NIL NIL NIL NIL NIL N.A. N.A. c Institutions NIL NIL NIL NIL NIL N.A. N.A. d Qualified Foreign NIL NIL NIL NIL NIL N.A. N.A. Investor e Any Others(Specify) N.A. N.A. N.A. N.A. N.A. N.A. N.A. Sub Total(A)(2) 0 0 0 0.00 0.00 N.A. N.A.
Total Shareholding of Promoter and 5 630700 0 19.93 19.93 N.A. N.A. Promoter Group (A)= (A)(1)+(A)(2)
(B) Public
shareholding 1 Institutions (a) Mutual Funds/ UTI NIL NIL NIL NIL NIL N.A. N.A. (b) Financial Institutions / NIL NIL NIL NIL NIL N.A. N.A. Banks (c) Central Government/ NIL NIL NIL NIL NIL N.A. N.A. State Government(s) (d) Venture Capital NIL NIL NIL NIL NIL N.A. N.A. Funds (e) Insurance NIL NIL NIL NIL NIL N.A. N.A. Companies Page 12 of 31
Information Memorandum Regal Enterprises Limited
(f) Foreign Institutional NIL NIL NIL NIL NIL N.A. N.A. Investors (g) Foreign Venture NIL NIL NIL NIL NIL N.A. N.A. Capital Investors (h) Qualified Foreign NIL NIL NIL NIL NIL N.A. N.A. Investor (i) Any Other (specify) N.A. N.A. N.A. N.A. N.A. N.A. N.A. Sub-Total (B)(1) 0 0 0 0.00 0.00 N.A. N.A.
B 2 Non-institutions (a) Bodies Corporate 1 23000 NIL 0.73 0.73 N.A. N.A. (b) Individuals Individual shareholders holding nominal share 444 907700 NIL 28.68 28.68 N.A. N.A. capital up to Rs 1 I lakh II Individual shareholders holding nominal share 61 1603400 NIL 50.66 50.66 N.A. N.A. capital in excess of Rs. 1 lakh. (c) Qualified Foreign N.A. N.A. N.A. N.A. N.A. N.A. N.A. Investor (d) Any Other (specify) N.A. N.A. N.A. N.A. N.A. N.A. N.A. Sub-Total (B)(2) 506 2534100 0 80.07 80.07 N.A. N.A.
Total Public (B) Shareholding (B)= 506 2534100 0 80.07 80.07 N.A. N.A. (B)(1)+(B)(2)
TOTAL (A)+(B) 511 3164800 0 100.00 100.00 N.A. N.A.
(C) Shares held by Custodians and against which
Depository Receipts have been issued 1 Promoter and NIL NIL NIL NIL NIL N.A. N.A. Promoter Group 2 Public NIL NIL NIL NIL NIL N.A. N.A. Sub-Total (C ) 0 0 0 0 0 N.A. N.A.
GRAND TOTAL 511 3164800 0 100.00 100.00 N.A. N.A. (A)+(B)+(C)
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Information Memorandum Regal Enterprises Limited
(I)(b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”
Details of Shares held Encumbered shares (*) Details of warrants Details of convertible Total shares As a % As a % (including underlying As a % of total total shares assuming full Number of As a % of grand grand total Number of number of number of conversion of Sr. No. Name of the shareholder Number of As a convertible total (A) No. (A)+(B)+(C) warrants warrants convertible warrants and shares held percentage securities +(B) +( C ) of sub- held of the securities convertible securities) held clause (I)(a ) same of the same as a % of diluted share class class capital (I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII) (VIII) (IX) (X) (XI) (XII) 1 MOHIT GUPTA 193600 6.12 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 2 RENU GUPTA 201250 6.36 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 3 MOHIT GUPTA HUF 100650 3.18 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 4 MASTER MUDIT GUPTA 63400 2.00 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. 5 BABY RASHEE GUPTA 71800 2.27 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. TOTAL 630700 19.93 N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 1% of (I)(c)(i) the total number of shares of the company
Sr. No. Name(s) of the Number Shares as a Details of warrants Details of Total shares shareholder(s) and of shares percentage of convertible (including the Persons Acting in total number of securities underlying Concert (PAC) with shares Number As a % Number % w.r.t shares them {i.e., Grand of total of total assuming full Total warrants number convert number conversion of (A)+(B)+(C) of ible of warrants and indicated in warrants securiti converti convertible Statement at of the es ble securities) as a para (I)(a) same held securitie % of diluted above} class s share capital of the same class 1. Sunil Indravadan Shah 40000 1.26 0 0 0 0 0
2. Madhvi Sunil Shah 40000 1.26 0 0 0 0 0 3. Arvind bhai Kakadia 50000 1.58 0 0 0 0 0 4. Vallabhbhai Kakadia 50000 1.58 0 0 0 0 0 HUF 5. Vallabhbhai Kakadia 50000 1.58 0 0 0 0 0 6. Aziza Mustansir 100000 3.16 0 0 0 0 0 Angoothiwala 7. Sakina Zuzer 100000 3.16 0 0 0 0 0 Angoothiwala 8. Batulbai S. 100000 3.16 0 0 0 0 0 Khargoonwala Page 14 of 31
Information Memorandum Regal Enterprises Limited
9. Laxmi Ratan Daga 35000 1.11 0 0 0 0 0 10. Sana Hingora 40000 1.26 0 0 0 0 0 11. Shery Anaghan 36000 1.14 0 0 0 0 0 12. Javnikaben Patel 38000 1.20 0 0 0 0 0 13. Manjulaben Patel 40000 1.26 0 0 0 0 0 14. Anil Kumar Jagetiya 45000 1.42 0 0 0 0 0 Total 764000 24.14 0 0 0 0 0
(I)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company
Sr. No. Name(s) of the Number Shares as a Details of warrants Details of convertible Total shares shareholder(s) and of shares percentage of total securities (including the Persons Acting number of shares underlying in {i.e., Grand Total shares Concert (PAC) with (A)+(B)+(C) assuming full them indicated in conversion of Statement at para Number of As a % total Number of % w.r.t warrants and (I)(a) warrants number of convertible total convertible above} warrants of the securities number of securities) as a same class held convertible % of diluted securities share capital of the same class 1 MOHIT GUPTA 193600 6.12 N.A. N.A. N.A. N.A. N.A. 2 RENU GUPTA 201250 6.36 N.A. N.A. N.A. N.A. N.A. TOTAL 394850 12.48 N.A. N.A. N.A. N.A. N.A.
(I)(d) Statement showing details of locked-in shares Sr. No. Name of the shareholder Number of locked-in Locked-in shares as a percentage of shares total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}
NIL Total
(I)(a) Statement showing details of Depository Receipts (DRs) Sr. Type of outstanding DR Number of Number of Shares underlying outstanding DRs as a No. (ADRs, GDRs, SDRs, outstanding shares percentage of total number of shares {i.e., etc.) DRs underlying Grand Total (A)+(B)+(C) indicated in outstanding DRs Statement at para (I)(a) above} 1 NA NA NA NA TOTAL NA NA NA
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Information Memorandum Regal Enterprises Limited
COMPANY HISTORY, MAIN OBJECTS, PRESENT BUSINESS:
History: Regal Enterprises Limited was incorporated as a public limited company under the provisions of the Companies Act, 1956 on 06/11/1989 under the jurisdiction of the Registrar of Companies, Delhi & Haryana. The Company’s name has not been changed since incorporation. The Company has been in regular compliance with the provisions of the applicable laws. The Company has also entered into tri-partite agreement with Adroit Corporate Services Pvt. Ltd. (the R& T agent of the Company) and now the Company is looking forward to entire share capital listed on the MCX-SX Stock Exchange. Holding Company There is no holding as well as subsidiary company Regal Enterprises limited. and Subsidiary Main Objects The Company is in the business of Business: Financing to Industrial Company & Commercial Enterprise Management and Financial Consultancy Financing all their respective branches. Hire purchase or Hire purchase financing and to provide services on hire purchase of all types of industrial and office plant, equipment, machinery , vehicle, building etc. Real Estate business Present During the financial year 2013 – 2014 the Company has engaged into the Business following business activities: activities of the Company 1. Financing loans, project financing to various parties on interest who are engaged in various business models. The loans and advances enable the Company to earn interest income in its ordinary course of business operation. The same is reflected in the financials of the Company. 2. The Company is also in process of mobilizing its funds in various other realty projects.
MANAGEMENT:
Regal Enterprises limited is a professionally managed company. The overall management of the Company is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have 6 (Six) Directors on our Board out of which 4 are Independent – Non - Executive Director and the other 2 are Executive Directors.
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Information Memorandum Regal Enterprises Limited
BOARD OF DIRECTORS:
Sr. Name and Address of the Designation Date of Appointment No Directors 1. Anuj Goyal Director (Independent & Non- September 3, 2012 Add: A-4/4, Paschim Vihar, New Delhi, Executive Director) 110063, Delhi, India 2. Ramesh Goyal Director (Promoter And Non December 1st 2012 Add: A-4/4, Paschim Vihar, New Delhi, Executive Director) 110063, Delhi, India 3. Sonam Goyal Director (Promoter & Non-Executive November 25, 2013 Add: Director) A-4/4, Paschim Vihar, New Delhi, 110063, Delhi, India 4. Abhishek Vishwanath Sharma Director (Independent & Non- March 1, 2014 Add: Executive Director) A-6/506/507 Runwal Plaza, Kores Road Vartak Road, Thane, 400606, Maharashtra, India 5. Reeta Amit Somani Director (Independent & Non- March 1, 2014 Add: Executive Director) Flat No. M-2/12, 3rd Floor, Heeramani Ratan,, Chs Bangur Nagar, Link Road Goregaon (W),, Mumbai, 400104, Maharashtra, India 6. Sudha Sharma Whole Time Director March 1, 2014 Add: 306, Meghadut Imarat A,, Raheja Township, Malad - East, Mumbai, 400097, Maharashtra, India 7. Vivek Vippin Vij Director (Independent & Non- May 30th ,2014 Add: 38, Indrapuri,, Ravi Industrial Executive Director) Compound, Naupada,, Thane West, 400601, Maharashtra, India
BRIEF PROFILE OF DIRECTORS:
Sudha Sharma:
Ms. Sudha Sharma, aged 30 years, has done her graduation and has expertise in the field of Business Development. She was appointed as Whole Time Director of the Company on May 30, 2014. Presently her focus is on developing the current business areas of the Company and to diversify and enter into new markets earning new revenues to the Company for its future growth and expansion.
Vivek Vij:
Mr. Vivek Vij, aged 30 years, has done his graduation and has completed his Master in Business Administration – Marketing from Welingkar Institute of Business Management. Mr. Vivek has expertise in the field of marketing, sales and operation, he assist the management in taking wise investment / operational decision. Mr. Vivek Vij was appointed as Non – Executive Independent Director of the Company on May 30, 2014 and thereafter he advises the board of directors on the areas of his expertise.
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Abhishek Sharma:
Mr. Abhishek Sharma, aged 27, has completed his Bachelors in Commerce from the Mumbai University, further he has also done his Masters of Commerce and Diploma in Event Management. Mr. Abhishek is having expertise in the field of media and advertising which itself is a core area for the functioning of the Company. Mr. Abhishek was appointed as Non – Executive Independent Director of the Company on May 30, 2014.
Reeta Somani;
Mrs. Reeta Somani, aged 26, has done her Bachelors in Commerce from Rajasthan university, she has a varied expertise in the field of administration and human resources. She has handled various assignments independently and earned good knowledge in the said field. She was appointed as Non- Executive Independent Director of the Company on May 30, 2014.
Anuj Goyal:
Mr. Anuj Goyal, aged 65, was appointed as Non – Executive Professional Director of the Company on September 3, 2012.
Ramesh Goyal:
Mr. Ramesh Goyal, aged 55, was appointed as Non – Executive Promoter Director of the Company on December 1, 2012.
Sonam Goyal:
Mrs. Sonam Goyal, aged 68, was appointed as Non – Executive Promoter Director of the Company on December 1, 2012.
Details of Group/Subsidiary Companies
We hereby confirm that there are no group/subsidiary companies as on the date of filing this Information Memorandum of our Company (i.e. Regal Enterprises limited). Thus, below mention details are not applicable:
Group Companies N.A Promoter or Group Companies, if any N.A Holding Company, if any N.A Subsidiary, if any N.A Website for obtaining details regarding such companies N.A Stock Exchanges where the securities are listed N.A Market Price and Volume data N.A
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Information Memorandum Regal Enterprises Limited
VARIOUS REGISTRATIONS / LICENSES / PERMISSIONS WITH THE GROUP:
(a) DETAIL OF LEGAL MATTERS FILED BY/AGAINST THE COMPANY / PROMOTER / GROUP CO.
We hereby confirm and state that there is No Legal Matter filed by or is pending against the Company.
(b) STATEMENT SHOWING DETIALS OF THE DIVIDEND PAID BY THE COMPANY WITHIN LAST 10 FINANCIAL YEARS
We hereby declare that the Company has not paid any dividend to shareholders during any of the last 10 financial years. Thus, statement showing the details of the dividend paid by the Company is not required to be given. We further confirm that the Company has not declared any cash bonuses to any stakeholders of the Company during the last 10 (Ten) financial years.
(c) STATEMENT COFIRMING PARTICULARS OF ALL MATERIAL CONTRACTS
We hereby declare and confirm that the Company has not entered into any material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company). Hence the disclosure for the same is not required.
(d) STATEMENT CONFIRMING PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNTS GRANTED
We hereby confirm that the Company has not given any commission, brokerage, discounts or other special terms including an option for the issue of any kind of securities granted to any person. Hence the disclosure for the same is not required.
STATUS ON CORPORATE GOVERNANCE
1. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement as entered with the Stock Exchange and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes is as follows:
At Regal Enterprises Limited (REL), Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. At REL, we consider stakeholders as partners in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the nine core values of Honesty, Integrity, Respect, Fairness, Purposefulness, Trust, Responsibility, Citizenship and Courage.
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The corporate governance is an important tool for shareholder protection and maximization of their long term values. The objective of Corporate Governance is to achieve excellence in business thereby increasing stakeholders’ worth in the long term which can be achieved keeping the interest of stakeholders’ and comply with all rules, regulations and laws. The principal characteristics of Corporate Governance are Transparency, Independence, Accountability, Responsibility, Fairness, and Social Responsibility alongwith efficient performance and respecting interests of the stakeholders and the society as a whole.
2. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on corporate governance is been founded on the fundamental ideologies of the group viz., Trust, Value and Service. Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. On adopting corporate governance, the Company shall make a constant endeavor to achieve excellence in Corporate Governance on continuing basis by following the principles of transparency, accountability and integrity in functioning, so as to constantly striving to enhance value for all stakeholders and the society in general. As a good corporate citizen, the Company will maintain sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building confidence of its various stakeholders in it thereby paving the way for its long term success. We are making continuous efforts to adopt the best practices in corporate governance and we believe that the practices we are putting into place for the company shall go beyond adherence to regulatory framework. The Company's corporate governance philosophy has been further strengthened by adopting a Code of Fair Practice in accordance with the guidelines issued by Reserve Bank of India from time to time.
3. APPLICABILITY
As per the provisions of the clause 49 of the listing agreement all the listed entities whose paid up share capital is Rs. 3,00,00,000/- (Rupees Three Crores) or above has to comply with the provision of clause 49 of the listing agreement. Since the paid share capital of the Company was Rs. 2,25,24,500/- (Rupees Two Crores Twenty Five Lakhs Twenty Four Thousand Five Hundred Only) only up to Mach 31, 2014, Clause 49 was not applicable, however, the Board of Directors of the Company has taken due care in implementing the corporate governance has readily adopted the Corporate Governance and have taken appropriate measures to comply with the same.
4. BOARD OF DIRECTORS
The Board of Company consists of 7(SEVEN) Directors at present; out of which 4(Four) Directors are independent. According to clause-49, if the Chairman is an Executive Director, at least one half of the Board of the Company should consist of independent director. As such the Company has duly complied with the requirement of Clause 49 of the listing agreement as the Company has 4(four) Independent Directors.
The names and categories of Directors, their attendance at the Board Meetings held during the financial year 2013-14 and at the Annual General Meeting (AGM) held on 29th September, 2014 and also the number of Directorships and Committee positions held by them in other Companies are given herein below :-
a) Composition
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The Board comprises of 6(six) directors and has been maintaining an optimum combination of Executive, Non-executive Directors and Independent Directors which is in conformity with the requirement of Clause 49 of the Listing Agreement in this regard. The composition of the Board as on date is as follows: Board Composition Particulars No. of Directors Non-executive Directors (NED) 6
-(Independent Directors out of the above NED) 4 Executive Director 1 Total 7
All the directors have made the necessary disclosures regarding Committee positions. None of the Directors is a Member of more than 10 Committees and Chairman of more than 5 Committees across companies in which he is a Director. The details of the Directors on the Board of the Company during the year ended March 31, 2014 are as under:
S.No Name of Director Category Attendance at Board Attendance No. of Other (see Note Meetings held during at last AGM Directorships 1) FY 2013 - 2014 held on held (including 30.09.2013 private Companies) Held Attended As on 31.03.2014 1. Anuj Goyal NED (I) 9 9 Yes 25
2. Ramesh Goyal NED (I) 9 9 Yes 34
3. Sonam Goyal MD (C) 9 9 YES 8
4. Rakesh Khera NED (I) 9 5 NO N.A. * Note 1: NED: Non Executive Director; NED (I):Non Executive Director & Independent; ED: Executive Director, MD(C): Managing Director & Chairman
b) Relationship with Directors inter-se: As on March 31, 2014 none of the Directors are related inter-se.
c) Shareholding of Non Executive Directors Shareholding as on March 31, 2014 is as follows: Non Executive director of the company do not hold any shares in the share capital of the Company.
d) Board Meetings : During the financial year 2013-2014, the Board met 12 (twelve) times as follows: Page 21 of 31
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Date of Board Meeting Total number of Directors Number of Directors on the date of meeting who attended
15th May, 2013 4 4 27 th May, 2013 4 4 26th july, 2013 4 4 14th August, 2013 4 4 25th November, 2013 4 4 14th october, 2014 3 3 14th november, 2014 3 3 7th February, 2014 3 3 1st March, 2014 3 3 29st March, 2014 3 3 Board Meetings are held in every quarter. In addition to this, Board Meetings are convened to transact special businesses, as and when necessary. III. Committee of Directors under Corporate Governance Code
a) Audit Committee of Directors (Audit Committee)
Composition: The Audit Committee presently comprises of 2(Two) Independent Directors and 1(One) Executive director. The Chairman is an Independent Director. The Committee generally discharge such duties as may be require under Clause 49 of the Listing Agreement with Stock Exchange and other functions as may be specifically delegated to the committee of the Board of Directors. The Committee’s composition can be illustrated as follows:
NAME OF MEMBER STATUS Anuj Goyal Chairman Ramesh Goyal Member Rakesh Khera Member The powers and terms of reference of the Audit Committee are as mentioned in Clause 49 II (C), (D) & (E) of the Listing Agreement and section 177 of the Companies Act, 2013 which inter alia, include overseeing financial reporting processes, reviewing with the management the financial statements, accounting policies and practices, adequacy of internal audit functions and discussion with internal auditors on any significant findings, financial and risk management policies.
b) Investor Grievance Committee The Company has a Shareholders Investors Grievance Committee, which is headed by Mr. Rakesh Khera and upon his resignation by Mr. Anuj Goyal, Independent director of the Company. Mr. Anuj Goyal attend and address to grievance or complaints received from shareholders/ investors as and when it is received.
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The Investor Grievance Committee has been constituted to attend to requests of dematerialization of shares, rematerialisation of shares, share transfer and to redress investor’s grievance/complaints such as non-receipt of Balance Sheet, non-receipt of Dividend and entertains such other related matters.. The composition of the Committee is as follows: Name of Member Status Rakesh Khera Chairman Anuj Goyal Member Rakesh Goyal Member
Ms. Devanshi Ketan Shah, Company Secretary assists the Committee in redressal of the Complaints
No Investor Compliant is pending against the Company as on March 31, 2014.
c) Remuneration Policy The Board of Directors has not appointed a separate remuneration committee, it being a non-mandatory requirement. The Board of Directors does not pay remuneration to any of its directors
Salary and other benefits : NIL- Contribution to Provident & Other Funds : NIL
IV. Code of Conduct The Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel. All Board Members and Senior Management Personnel have confirmed compliance with the said code of conduct for the financial year ended March 31, 2014. The declaration to this effect signed by the Executive Director forms part of the Annual Report for the FY 2013-14.
V. CEO/CFO Certification As required by Clause 49 (V) of the Listing Agreement, Executive Director’s certification of the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting has been annexed to the Annual Report filed for the FY 2013-2014
a) Secretarial Audit A qualified practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the share capital with National Securities Depository Services Ltd. (“NSDL”) and Central Depository Services Ltd. (“CDSL”) and the total issued and listed capital. The audit confirms that the total issued /paid-up capital is in agreement with total number of shares in physical forms and total number of demat shares held with NSDL and CDSL
b) Brief resume of Director being appointed / re-appointed A brief resume, nature of expertise in specific functional areas, names of companies in which the person already holds directorship and membership of committees of the Board and his shareholdings in the Company forms part of the Notice of the Annual General Meeting, has been annexed to the Annual Report filed for the FY 2013-2014.
c) Compliance with mandatory and non-mandatory requirements The Company has complied with all the mandatory requirements along with some non- mandatory requirements also.
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1. Compliance Certificate of the Auditors Certificate from the Auditors of the Company, M/s. M. L. Puri & Co., and Statutory Auditor confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 has been obtained by the Company which forms part of the Annual Report.
This Certificate has also been forwarded to the Stock Exchanges where the securities of the Company are listed.
2. Means of communication
The information about the financial performance of the Company is disseminated on a regular basis through newspapers and website of the Company; www.regalenterprise.in besides communicating the same to the Stock Exchanges.
Further, financial results, corporate notices etc. of the Company are published in the newspapers like, Financial Express and Jansatta (Hindi), Business Standard (Hindi & English edition).
Designated exclusive e-mail ID: The Company has designated the following e-mail ID exclusively for investor servicing: [email protected]
VI. Details of General Body Meetings 1. The location and time for last three Annual General Meetings is as follows: Year Location Date Time Whether any special resolution passed therein 2013 Registered Office 30/09/2013 1.30 P.M No 2012 Registered Office 29/09/2012 11.00 A.M No 2011 Registered Office 28/09/2011 12.30 P.M No
2. No special resolution was passed through postal ballot at the last AGM. 3. No special resolution is proposed to be passed through postal ballot at the ensuing AGM. VII. Disclosures: 1. There was no related party transaction as required to be disclosed in compliance with the Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India (ICAI) 2. No Strictures/Penalties have been imposed on the Company by the Stock Exchange or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during the last three years. 3. In the preparation of the financial statements, the Company has followed the Accounting Standards issued by ICAI. The significant accounting policies, which are consistently applied, have been set out in the Notes to Accounts.
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i) Financial Calendar 2014-2015
Results for the quarter ended June, 2014. Announced on 14th August, 2014. Results for the quarter ended September, 2014. Announced on 14th November, 2014. Results for the quarter ended December, 2014. Announced on 14th February, 2015. Results for the year ended 31st March, 2015 Will be announced on/before 30th May, 2015.
ii) Dividend Payment date : N.A iii) Other shareholder information:
Listing on Stock exchange The Equity shares of the Company are listed on the Delhi Stock Exchange Limited, Ahmadabad and Ludhiana Stock Exchange. The listing fee has been paid to the Stock Exchange. Market Price Data No Market Price Data for the year under review is available as the shares were in physical form, during this year. Performance in comparison to broad- Since the Company’s shares are listed on based indices such as MCX-SX: exchanges where trading of securities is not functional, therefore such comparison is not
possible for the Company’s Share Prices. Registrar & Share Transfer Agents Adroit Corporate Services Pvt.Ltd. 17-20, Jafferbhoy Ind. Estate,
1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059 www.adroitcorporate.com Share Transfer System The Share Transfers (pertaining to shares in Physical Mode) are registered and returned within the stipulated time, if documents are complete in all respects. In respect of the shares held in dematerialized mode, the transfer takes place instantaneously between the transferor, transferee and the Depository Participant through electronic debit/credit of the accounts involved.
iv) Dematerialization of shares and Liquidity As on date, 3164800 shares aggregating to 100% of the paid up share capital are held in dematerialized mode. v) Outstanding GDRs/ADRs/Warrants No GDR / ADR / Warrant or any convertible instrument has been issued by the Company. vi) Address for correspondence The members may address their communication/ grievances/ queries to the Company/ Registrar and Share Transfer Agent at the following address: Page 25 of 31
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Adroit Corporate Services Pvt.Ltd. 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059 www.adroitcorporate.com (Members are requested to quote their folio number/DP ID & Client ID in all their correspondence with the Company/ RTA).
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IX - MANAGEMENT DISCUSSIONS AND ANALYSIS
MANAGEMENT DISCUSSION AND ANALYSIS
1. Financial Performance of the Company (Figures in Rupees Lacs) Profit & Loss 12 Months period ending March 31 Statement 2014 2013 2012 2011 2010
Gross Revenue 270440 86000 - 75500 173147 Expenditure 127042 84318 90089 88361.18 225827.29 Profit Before Tax 143398 1682 (90089) (12861.18) (52680.29) Provision For Taxation: - Current Income 44310 520 - - - Tax Profit After Tax 99088 1162 (90089) (12861.18) (52680.29) Proposed Dividend ------
Balance Sheet 12 Months period ending March 31 Statement 2014 2013 2012 2011 2010 Paid-up Share 22524500 22524500 22524500 22524500 22524500 Capital Reserves & Surplus (395661) (494749) (495910.54) (315732.54) 116808.11 (Excluding Revaluation Reserve) Secured Loan - - - - - Unsecured Loan - - - - - Current Liabilities: Short Term 275920 194138 177000 171000 165000 provision Total 22404759 22223889 22205589.46 22379767.46 22806308.11 Uses of Funds Net Fixed Assets 33675 82530 131384.52 180239.52 229094.70 Investments- Long 18990929 18990929 18990929 18990929 17240929.00 Term Investments- - - - - Current Long Term Loans 1370 1370 1370 1370 1748436 and Advances
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Current Assets 3378785 3149060 3081905.94 3117139.94 3077779.94 Deferred Tax Asset ------Miscellaneous ------Expenses not written off Total 22404759 22223889 22205589.46 22379767.46 22806308.11 Cash Flow 12 Months period ending March 31 Statement 2014 2013 2012 2011 2010 Cash flow from 229725 559210 (35234) 1789360 (362025.00) Operating Activities Cash flow from - (1707505) - (1750000) 325750.00 Investing Activities Cash flow from - - - - - Financing Activities Net increase/ 229725 (1148295) (35234) 39360 (36275.00) (decrease) in cash or cash equivalents Cash and Cash 251287 1159918 218367.40 180007.40 216282.40 Equivalent at the beginning of the year Cash and Cash 481012 11623 1,84,133.4 219367.40 180007.40 Equivalent at the end of the year *Source: Audited Annual Accounts The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss A/c for the year. 2. Human Resources The Company respects and values the diverse qualities and background that its people bring to it and are committed to utilize the richness of knowledge, ideas, experience that this diversity provides. The Company has built a resource base and cross- functional managers to take care of multi dimensional businesses. 3. Disclosures: During the year the Company has not entered into any transaction of material nature with its promoters, the Directors or the management, their subsidiaries or relatives etc that may have potential conflict with the interest of the Company at large. All details of transactions covered under related party transactions are given in the Notes to Accounts 4. Cautionary Statement: Statements in this Management Discussion and Analysis describing the company’s objectives, projections, estimates and expectations may be “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. Important factors that could make difference to the Company’s operations include change in government regulations, tax regimes, economic developments within and without India.
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SECTION X: OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
I. CASES FILED BY OUR COMPANY
Civil Cases
There are no civil proceedings filed by our Company.
Criminal Cases
There are no criminal proceedings filed by our Company.
II. CASES FILED AGAINST OUR COMPANY
Civil proceedings
There are no civil proceedings filed against our Company.
Criminal Proceedings
There are no criminal proceedings filed against our Company.
III. INDIRECT TAX PROCEEDINGS INVOLVING OUR COMPANY
NIL
IV. LITIGATIONS INVOLVING OUR PROMOTER
(i) Proceedings of Civil nature
(a) By the promoters
NIL
(b) Against the promoters
NIL
(ii) Proceedings of a Criminal nature
(a) By the promoters
NIL
(b) Against the promoters
NIL
V. LITIGATIONS INVOLVING DIRECTORS OF OUR COMPANY
(i) Proceedings of Civil nature Page 29 of 31
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(a) By the Directors of our Company
NIL
(b) Against the Directors of our Company
NIL
(ii) Proceedings of a Criminal nature-
(a) By the Directors of our Company
NIL
(b) Against the Directors of our Company
NIL
VI. LITIGATIONS INVOLVING OUR GROUP COMPANIES
(i) Proceedings of Civil nature
(a) By our Group Companies : NIL
(b) Against our Group Companies: NIL
(ii) Proceedings of a Criminal nature-
(a) By our Group Companies
NIL
(b) Against our Group Companies
NIL
SECTION XI - MATERIAL DOCUMENTS FOR INSPECTION 1. Memorandum and Articles of Association of the Company as amended from time to time. 2. Certificate of Incorporation of the Company. 3. Copies of Annual Report of Regal Enterprises limited for the year ended 31st March, 2014.
SECTIONS-XII - PURPOSE OF LISTING
The Company is already listed on Delhi, Ahmadabad and Ludhiana Stock Exchange and regularly complying with the all the Listing compliances.
As we know that the MCX-SX Stock Exchange is the new and emerging exchange in the India. It has very active electronic trading system
Followings are the benefits of listing which has motivated the Management to get the securities
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of the Company listed on MCX-SX:-
a. Fund Raising and exit route to investors:
Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity to the ESOP-holding employees.
b. Ready Marketability of Security:
Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and importance to listed companies.
c. Ability to raise further capital:
An initial listing increases a company's ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors.
d. Supervision and Control of Trading in Securities: The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, preventing unfair trade practices. It improves the confidence of small investors and protects them.
e. Fair Price for the Securities: The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.
f. Timely Disclosure of Corporate Information:
The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence.
g. Collateral Value of Securities:
Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.
h. Better Corporate Practice:
Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the exchange, the listed companies are expected to follow fair practices to the advantage of investors and public.
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