Your Directors are pleased to present the 26thAnnual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2018.
The Company's financial performance for the year ended 31st March 2018 is summarizedbelow. Segment wise reporting as per Accounting Standards AS-17 is not applicable to yourCompany since your Company is engaged in the activity of single segment only
|Particulars ||Year ended ||Year ended |
|31.03.2018 ||31.03.2017 |
|Revenue from operations ||2471300 ||- |
|Other income ||- ||- |
|Total Revenue ||2471300 ||- |
|Cost of Material Consumed ||745424 ||- |
|Employee Benefit Expenses ||218500 ||152300 |
|Finance Cost ||- ||- |
|Depreciation and amortization expenses ||- ||211231 |
|Other Administrative Expenses ||1471528 ||213761 |
|Total Expenses ||2435452 ||577292 |
|Profit / Loss Before tax ||35848 ||(577292) |
|Income Tax Expenses || || |
|Current tax ||9231 ||- |
|Mat Credit ||- ||- |
|Deferred Tax ||- ||(14412 |
|Profit / Loss for the period ||26617 ||(562880) |
|Earnings per Equity Share || || |
|Basic & Diluted ||0.01 ||(0.13) |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Your Company was originally incorporated on 17th November 1992 to venture intoProperty Development and Reality Business and due to business non viability vide SpecialResolution passed at their 24th Annual General Meeting held on30/08/2016 abandoned theProperty Development and Reality Business and venture into services relating to cateringhospitality and event management activities and Certificate of Registration of the Special
Resolution Confirming Alteration of Object Clause was issued on 03/07/2017and alsofresh certificate of incorporation consequent to the change of name of the Company fromAnanthi Constructions Limited to Rajendra Caterers & Confectioners Limited by theRegistrar of Companies Chennai Tamilnadu. At present Company is engaged into business ofservices relating to catering hospitality and event management activities. The Directorsare of opinion that the new business model has got enormous potential particularly in arapidly urbanizing state like Tamilnadu and other Southern States.
The Company has reported total income of Rs.24 71300/- for the current year. TheProfit / Loss after Tax for the year under review amounted to Rs.26 617/- in the currentyear. As the Company had suspended business operation previous year figures with regard toturnover cannot be provided.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT2013
No Dividend was recommended during the current financial year and the Company has notproposed to carry any amount to General Reserve Account.
The paid up Equity Share Capital as at March 31 2018 stood at Rs.42800000/-. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2018 none of theDirectors of the company hold instruments convertible into equity shares of the Company
CHANGE IN THE NATURE OF BUSINESS:
During the financial year the Company has amended the main objects to venture intoservices relating to catering hospitality and event management activities and commencedthe new business during the third quarter of the financial year 2017-18. At presentCompany is engaged into business of services relating to catering hospitality and eventmanagement activities.
INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Holding Subsidiary Joint venture or Associate Company.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this Report
In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("The Listing Regulations'') is notmandatory to the listed entities having paid up equity share capital not exceeding RupeesTen crore and networth not exceeding Rupees Twenty Live Crore. A separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9. as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - B and forms anintegral part of this Report
DIRECTORS AND CHANGES DURING THE YEAR
The Board of Directors of the company comprises of One Managing Director One Non-ExecutiveDirector who are the Promoters of the company and Three Non-Executive Directorsand Independent Directors. The Company also has One Women Directors who are Non-Executive.The composition of the Board of Directors is in compliance with Section 149 of theCompanies Act 2013
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Smt.AnanthiRaajasekar (DIN:02900438) Non- ExecutiveDirector retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers herself for re-appointment. The Board recommends her re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
Further during the financial year Shri. Radhakrishna Parakat Mahesh Shri. PookatPrajeesh and Shri. Kaliraja were ceased to be Directors of the Company with effect from28/07/2017 Your Directors wish to express their sincere appreciation for the valuableservices rendered by the resigned Director during their tenure as Directors of the Company
As recommended by the Nomination and Remuneration Committee the Board of Directors haverecommended the appointment of Shri. Sivakumar Anbalagan(DIN:07853248) Shri. SubbarajAzhagarsamynaicker(DIN:07853250) and Shri. Vijayaraghavan Rangasamy Nattery (DIN:07853252)as Non-Executive& Independent Directorfor a period of five years with effect from July28 2017.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
KEY MANAGERIAL PERSONNEL
Mr. T.N.T Rajasekar(DIN: 01671407) Chairman and Managing Director is the Key ManagerialPersonnel of the Company. Further in terms of section 203 of the Companies Act 2013 andread Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 everylisted company shall have whole-time key managerial personnel. The financial position ofthe Company was such that it could not appoint Chief Financial Officer and CompanySecretary however necessary steps being initiated to recruit Chief Financial Officer andCompany Secretary.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2017-18 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directorsexpressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company viz. www.ananthiss.com
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This The Policy lays down criteria for selection and appointment of Board Members andremuneration of Directors Key Managerial Personnel and Members of the Executive Committee(ExCo) is set out in Annexure C\ which forms part of the Board's Report
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no contracts and arrangements entered with related parties falling withinthe purview of Section 188 of the Companies Act 2013 during the year under review andhence the reporting under said provision is not applicable.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the Annual Accounts for the year ended March 31 2018the applicable accounting standards havebeen followed along with proper explanationrelating to material departures if any;
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
(a) STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 and in accordance with the resolution passed by themembers at the 22nd AGM held on 30/09/2014 M/s.Vijayaraghavan& AssociatesChartered Accountants bearing firm registration No. 005699S and having office at 31 GiriStreet T.Nagar Chennai 600017 Tamilnadu India as the statutory auditors of theCompany hold office till the conclusion of 27th Annual General Meeting of theCompany. However their appointment as Statutory Auditors of the Company is subject toratification at every Annual General meeting. The Company has received a certificate fromthe auditors to the effect that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013. Necessary resolution forratification of appointment of the said Auditor be included in the notice of AnnualGeneral Meeting for seeking approval of members
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
Further the Auditors' Report for the financial year ended 31st March 2018 is annexedherewith for your kind perusal and information
(b) COST AUDIT / COMPLIANCE
In terms of the provision of section 148 of the companies Act 2013 read withNotifications / circulars issued by the Ministry of Corporate Affairs from time to timethe compliance of the same is not applicable to the Company at present.
(c) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Mr. S. Dhandapani Company Secretaries in Practice(ACS:20564 / C.P.No. 11492) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed as Annexure-D and forms an integral part of thisReport. The observations in the Secretarial Audit Report are self explanatory beingmentioned elsewhere in this report does not require any clarification.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details of the Internal Control system and their adequacy are provided in theManagement Discussion and Analysis Report which forms part of this report
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/ revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee
The Company has appointed M/s.Grant & Co Chartered Accountants as "InternalAuditor' of the Company as required under section 138 of the Companies Act 2013 read withrule 13ofthe Companies (Accounts) Rules 2014.
The Board of Directors has constituted a Risk Management Committee. Due to adequateInternal Control System there were no elements of risks that threaten the existence ofyour Company. Hence no meeting was conducted during the year under review
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Our company does not satisfy the criteria specified under Section 135(1) of theCompanies Act 2013 therefore the provision of section 135(5) Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 and schedule VII of the CompaniesAct 2013 is not applicable to the Company.
REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES
The Company's securities are listed with BSE Limited however trading of the securitieshave been suspended due to penal reasons and non-compliance of certain clauses of theListing Agreement and at recommended by the Board of Directors necessary application forrevocation is filed on 19/03/2018with BSE Limited to revoke the Suspension Of Trading fromthe above exchanges. The Company has paid listing fee as on date and there is no arrear.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace with a mechanism of lodging complaints.Besides redressal is placed on the intranet for the benefit of employees. During the yearunder review no complaints were reported to the Board.
PARTICULARS OF EMPLOYEES
Employee relations continue to be cordial and harmonious at all levels and in alldivisions of the Company. The Disclosure required under Section 197(12) of the CompaniesAct 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-E and forms an integral part ofthis Report. A statement comprising the names of top 10 employees in terms of remunerationdrawn and every persons employed throughout the year who were in receipt of remunerationin terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure-F and forms an integral part of thisReport.
The above Annexure is not being sent along with this Annual Report to the Members ofthe Company in line with the provision of Section 136 of the Companies Act 2013. Memberswho are interested in obtaining these particulars may writeto the Registered Office of theCompany.
The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as under
(A) Conservation of Energy
Energy conservation continues to receive utmost priority and the Company monitorsenergy costs and reviews the consumption of energy on a regular basis. The Companywherever necessary also initiates appropriate measures to reduce consumption ofelectricity.
There has been no significant investment in up gradation of Technology during thefinancial year
(C) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT;
There is no such fraud required to be reported under section 143(12) of the companiesAct 2013
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Company is grateful for the co-operation and assistance extended by variousDepartments of Government of Tamilnadu and Government of India. The Board also wishes toplace on record its appreciation of the dedicated services of our Consultants employeesand other members of the Company. The Board also places on record its sincere appreciationto the Shareholders for reposing faith in the management of the Company
By Order of the Board
CATERERS & CONFECTIONERS LIMITED
(formerlyknown as ANANTHI CONSTRUCTIONS LIMITED)
|Thangaraj Rajasekar ||Ananthi Raajasekar |
|(DIN: 01671407) ||(DIN: 0290043 8) |
|Managing Director ||Director |
|Place: Chennai || |
|Date: 27/05/2018 || |