AFFLUENCE

NOTICE

Notice is hereby given that the 21st Annual General Meeting of the members of the Company will be held on Tuesday, the 30th September, 2014 at   2.30 P. M. at the Registered Office of the Company at B-103, Phase VIII, Industrial Area, S. A. S. Nagar, Mohali (Punjab) to transact the following business: -

ORDINARY BUSINESS:

1.                  To receive, consider & adopt the Annual Audited Accounts for the year ended 31.03.2014 alongwith Directors’ and Auditors’ Report thereon.

2.                  To appoint a Director in place of Shri Ramesh Chander, who retires by rotation and being eligible, offers himself for re-appointment.

3.                  To appoint a Director in place of  Shri  Deepak Sharma, who retires by rotation and being eligible, offers himself for re-appointment.

4.         To consider and, if thought fit, to pass the following resolution with or without modification(s) as an Ordinary Resolution:

"RESOLVED THAT M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh the retiring Auditors be and are hereby re-appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company and that the Board of Directors be and is hereby authorised to fix their remuneration for the said period."

                                                                                                           By order of the Board

                                                     For Regency Investments Limited

Place  : Mohali                                                                    (AJAY INDER  MAJITHIA)

Dated :                                                                                     Director

NOTES:

1.   A member entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote on poll only, instead of himself and the proxy so appointed need not be a member of the company.  Proxies, in order to be effective, must reach the Registered Office of the Company not less than 48 hours before the time fixed for the meeting.

2. The Share Transfer Books and Members’ Register shall remain closed from  24th  September, 2014 to 30th September, 2014 ( both days inclusive)

3.   Members/Proxies should bring the attendance slips duly filled in for attending the meeting.

 REGENCY INVESTMENTS LIMITED

DIRECTORS’ REPORT

Your Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1.         PERFORMANCE REVIEW :

During the year, the Company has earned a profit of Rs.18987/-.

2.         DIVIDEND :

Keeping in view the performance of the Company and the losses suffered, the Board of Directors of the Company have not recommended any dividend for the year 2013-14.

3.         DIRECTORS :

Shri Ramesh Chander Shri Deepak Sharma, Directors retire by rotation and being eligible offers themselves for re-appointment.

 4.         FIXED DEPOSITS :

The Company has not accepted any deposits under section 58-A of the Companies Act, 1956 during the year under review.

5.         PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) :

None of the employee is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. 6.         AUDITORS :

M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves  for re-appointment.  The auditors report being self explanatory, need no further comments.

7.         COMPLIANCE CERTIFICATE :

As required under the provisions of Section 383A(1) of the Companies Act, 1956, a Secretarial Compliance Certificate from Mr. Ajay K. Arora, Practising Company Secretary is attached with this report.

8.         CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION :

Since the Company is non manufacturing Company the provisions of Section 217(1)(e) of the Companies Act regarding disclosing of information in respect of conservation of energy and technology development are not applicable to the Company.

9.         FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the year under review, the company did not transact any business or rendered services involving foreign exchange.

10.       DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ Responsibilities Statement, it is hereby confirmed:

(i)                 that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii)               that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

(iii)             that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv)             that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

11.       ACKNOWLEDGEMENT :

The  Directors of your Company take this opportunity to  express their sincere thanks and appreciation to the staff members for the cooperation and hard work. The Board expresses its appreciation for the support received from Banks, Financial Institutions, the Govt. Agencies & Departments  and the Shareholders of the Company. 

                 On behalf of the Board

Place : Mohali                                 (AJAY INDER  MAJITHIA)        (P. V. MOHAN)

Date  :                                                             DIRECTOR                        DIRECTORREGENCY INVESTMENTS LIMITED 

REPORT ON CORPORATE GOVERNANCE

a)   Company's Philosophy on Code of Governance

The Company believes that good corporate governance is essential to achieve its business objectives and long term goals besides creating value for all its  stakeholders.

b)   Board of Directors

The present strength of the Board of Directors is  Six. During the year under review, six Board Meetings were held on 15th May, 2013, 26th May, 2013, 14th August, 2012, 30th August, 2012,  9th November, 2013 and 14th February, 2014.  The names of the Directors and their attendance at the Board meetings during the year and at the last Annual General Meeting and directorships in other companies are as follows:

c)   Committees of the Board

The Board had constituted  three Committees, which are  -  (a) Audit Committee  (b) Share Transfer Committee   (c) Shareholders/Investors Grievance Committee :

I)   Audit Committee

i) Terms of reference:

The Board has defined the scope of Audit Committee to cover all areas provided for under section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement of Stock Exchanges.

 ii) Composition

The Audit Committee comprises of Three Non-Executive Directors. The Committee met five times during the year and the attendance of members at the meetings was as follows:

II) Share Transfer Committee

 i) Term of reference:

The Committee has been formed to approve the matters relating to transfer, transmission and issue of duplicate share certificates etc.

 ii) Composition:

The Committee comprises  of following Three  Non-Executive Directors as its members :

The Share Transfer Committee  met five times during the year.

III) Shareholders/Investors Grievance Committee

i) Term of reference:

The Committee has been formed to review and for redressal of investors’ grievances regarding allotment of securities, issue of duplicate certificates etc. and other allied matters.

ii) Composition:

The present composition of the Shareholders/ Investors Grievance Committee is as under:

In accordance with Clause 49(VI)(D) of the Listing Agreement with Stock Exchanges the Board has authorised Shri  P. V. Mohan as Compliance Officer of the Company.

iii) Investors' Complaints received and resolved during the year:

No  letters/complaints received from the shareholders.

d)   General Body Meetings

The last three Annual General Meetings of the Company were held as under:

e)   Disclosures

 i) There are no materially significant transactions with the related parties viz.  promoters,  directors  or  the  management, their  subsidiaries  or  relatives,  etc. that may  have  a  potential conflict with the interest of the Company at large.

 ii)  No  penalties or strictures have been imposed on the  Company by  the  Stock-Exchanges  or  SEBI or any matter  related  to capital  markets for non-compliance by the Company.

 f)  Means of Communication

The quarterly, half-yearly and annual audited financial results of the Company are sent to the Stock Exchanges immediately after they are approved by the Board. In addition, the Stock Exchanges are notified of any important developments that may materially affect the working of the Company. Disclosures with regard to shareholding pattern, change in major shareholding etc. are also sent to the Stock Exchanges as required under various Regulations.

g)  General Shareholder's Information

i)                                20th Annual General Meeting

Venue :       B-103, Phase VIII, Indl. Area, S. A. S. Nagar,

                    Mohali (Punjab)

Date  :        30th September, 2014

ii)Tentative Financial Calendar

Audited Annual Results (2013-14)                  September, 2014

Publication of Audited Results                                    --

First Quarter Results                                        August, 2014

Publication of Half Yearly Results     November, 2014

Third Quarter Results                           February, 2015

Fourth Quarter Results                         May, 2015

Audited Annual Results (2014-15)                  September, 2015

iii) Book Closure

The register of members and share transfer books of the Company shall remain closed from 24th September, 2014 to 30th September, 2014 (both days inclusive).

iv)  Listing on Stock Exchanges

The names of the stock exchanges at which the equity shares of the Company are listed:

v) Market price data - NIL

vi) Distribution of Shareholding

The distribution of shareholding as on March 31, 2014 was as follows:

Details of Shareholding as on 31st  March, 2014 was as under :

vii)Outstanding  GDRs/ADRs/Warrants  or  any  Convertible  instruments, conversion  date  and  

       likely impact on equity                                                                                - Nil

viii)Address for correspondence

Regency Investments Limited

B-103, Phase VIII, Indl. Area,

S. A. S. Nagar,

Mohali (Punjab)

                 On behalf of the Board

Place : Mohali                                 (AJAY INDER  MAJITHIA)        (P. V. MOHAN)

Date  :                                                             DIRECTOR                        DIRECTOR

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To

The Member

Regency Investments Limited

Chandigarh

We have examined the compliance of conditions of corporate governance by Regency Investment Limited ("The Company") for the year ended 31st March 2014 as stipulated in clause 49 of listing agreement of the said company with the Delhi stock exchange and The Ludhiana stock exchange.

The compliance of the conditions of the corporate governance is the responsibility of the management.

Our examination was limited to procedures and implementation thereof adopted by the company ensuring the compliance of the corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanation given to us we certify that the company has complied with the condition of corporate governance as stipulated in the above listing agreement.

7NAMI CREDITS LIMITED

We state that no investor grievance is pending for a period exceeding one month against the company as per records maintained by the company.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For Kansal Singla & Associates.

(Chartered Accountants)

Firm Registration Number: 003897N

 (S.K.KANSAL)
Partner

                                                                                                                Membership No: 080632

Date:30.07.2014

Place:Chandigarh

Since the Company is non manufacturing Company the provisions of Section 217(1)(e) of the Companies Act regarding disclosing of information in respect of conservation of energy and technology development are not applicable to the Company.

Since the Company is non manufacturing Company the provisions of Section 217(1)(e) of the Companies Act regarding disclosing of information in respect of conservation of energy and technology development are not applicable to the Company.

BUSINESS REVIEW

We are engaged in the business of providing services to banks and financial institutions by acting as direct selling agents for their various financial products.

We generally source our prospective clients through field marketing and direct calling. We are currently present in Chandigarh, Punjab, Haryana, Delhi and Uttar Pradesh. We usually refer the database of various industry associations including chartered accountants, CII, among others.

In order to expand our business operations, we are also planning to setup a internet platform to provide such services. This will help us reach our clients not only in the areas which we are present but also to all such clients who are present elsewhere in India.

SWOT Analysis

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INFORMATION TECNOLOGY

Our company constantly upgrades its technology both in terms of hardware and software. This also helped installing a good management information system for the management to get timely information for decision making.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Our Company has built adequate systems of internal controls towards achieving efficiency and effectiveness in operations, optimum utilization of resources, and effective monitoring thereof as well as compliance with all applicable laws The internal control mechanism comprises a well-defined organization structure, documented policy guidelines, predetermined authority levels and processes commensurate with the level of responsibility.

HUMAN RESOURCES

Your Company continues to lay great stress on its most valuable resource -people. Continuous training, both on the job and in an academic setting, is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the customer of the company.

RESPONSIBILITY FOR THE MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management. Statement in this report of the Company's objective, projections, estimates, exceptions, and predictions are forward looking statements subject to the applicable laws and regulations. The statements may be subjected to certain risks and uncertainties.

The Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

During the year under review, the company did not transact any business or rendered services involving foreign exchange.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) : None of the employee is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS’ RESPONSIBILITY STATEMENT : Pursuant to requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ Responsibilities Statement, it is hereby confirmed: (i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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; (iii) that the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

M/s. Kansal Singla & Associates, Chartered Accountants, Chandigarh, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The auditors report being self explanatory, need no further comments.