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Rajendra Caterers & Confectioners Ltd.

BSE: 526833 Sector: Services
NSE: N.A. ISIN Code: INE151O01014
BSE 05:30 | 01 Jan Rajendra Caterers & Confectioners Ltd
NSE 05:30 | 01 Jan Rajendra Caterers & Confectioners Ltd

Rajendra Caterers & Confectioners Ltd. (RAJENDRACATER) - Director Report

Company director report

DEAR MEMBERS

Your Directors are pleased to present the 27thAnnual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2019 issummarized below:

Amount in Rupees

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Revenue from operations 3145000 2471300
Other income 0 0
Deferred Tax (Asset) 174556 0
Total Revenue 3319556 2471300
Cost of Material Consumed 2821580 745424
Employee Benefit Expenses 266000 218500
Finance Cost 0 0
Depreciation and amortization expenses 174556 0
Other Administrative Expenses 974832 1471528
Total Expenses 4236968 2435452
Profit / Loss Before tax (917412)
Income Tax Expenses: 0 0
Current tax 0 9231
Mat Credit 0 0
Deferred Tax 0 0
Profit / Loss for the period (917412) 26617
Earnings per Equity Share -0.2143 0.0062
Basic & Diluted -0.2143 0.0062

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 SpecialResolution Confirming Alteration of Object Clause was issued on 03/07/2017and also freshcertificate of incorporation consequent to the change of name of the Company from AnanthiConstructions Limited to Rajendra Caterers & Confectioners Limited by the Registrarof Companies Chennai Tamilnadu. At present Company is engaged into business of servicesrelating to catering hospitality and event management activities. The Directors are ofopinion that the new business model has got enormous potential particularly in a rapidlyurbanizing state like Tamilnadu and other Southern States. The Company has reported totalincome of Rs.3319556/- for the current year. The Loss after Tax for the year underreview amounted to Rs. 917412/- in the current year.

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.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31 2019 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 2019 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 2018-19 there is no change in the nature of business.

INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY The Company does nothave 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.

CORPORATE GOVERNANCE

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 crores and networth not exceeding Rupees Twenty Five Crores.

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 is 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 CompaniesAct 2013 and the Company's Articles of Association Smt. T.N.T Rajasekar (DIN:01671407) Executive Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board recommends hisre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting. All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

KEY MANAGERIAL PERSONNEL

Mr. T.N.T Rajasekar (DIN: 01671407) Chairman and Managing Director is the KeyManagerial Personnel of the Company. Further in terms of section 203 of the CompaniesAct 2013 and read Companies (Appointment and Remuneration of Managerial Personnel)

Rules 2014 every listed company shall have whole-time key managerial personnel. Thefinancial position of the Company was such that it could not appoint Chief FinancialOfficer however necessary steps being initiated to recruit Chief Financial Officer.

The company has appointed Mr.Abhishek Bothra Company Secretary on 18thSeptember2018 and resigned on 5th January 2019. Subsequently Ms. MonicaNahar appointed as company secretary on 31st January 2019 and removed on 27thApril 2019.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2018-19 the Board met Six (06) times. The Meetings were heldon May 27 2018 July 25 2018 September 18 2018 October 29 2018 January 5 2019 andJanuary 31 2019.The interval between two Meetings was well within the maximum periodmentioned under Section 173 of the Companies Act 2013 and Regulation 17(2) of the ListingRegulations

Attendance of Directors at the Board Meetings and at the last Annual General Meeting(AGM)

Si No Name of Directors No. of Board Meetings attended
1 T.N.T. Rajasekar 6
2 Ananthi Raajasekar 6
3 Sivakumar Anbalagan 6
4 Subbaraj Azhagarsamynaicker 6
5 Vijayaraghavan Rangasamy Nattery 6

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee:

The Audit Committee met Six times during the Financial Year 2018- 19. The maximum gapbetween two Meetings was not more than 120 days. The Committee met on May 27 2018 July25 2018 September 18 2018 October 29 2018 January 5 2019 and January 31 2019.Therequisite quorum was present at all the Meetings. The Chairman of the Audit Committee waspresent at the last Annual General Meeting of the Company.

The Table below provides the attendance of the Audit Committee members

Si No Name of the Directors Position Category No. of Meetings Attended
1 Vijayaraghavan Rangasamy Nattery * Chairman Independent / Non Executive 6
2 Sivakumar Anbalagan * Member Independent / Non Executive 6
3 Subbaraj Azhagarsamynaicker* Member Independent / Non Executive 6

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee met Two (02) times during the year on May27 2018 and July 25 2018. The requisite quorum was present at the Meeting.The Chairman of the Nomination and Remuneration Committee was present at the last AnnualGeneral Meeting of the Company. The table below provides the attendance of the Nominationand Remuneration Committee members:

Si No Name of the Directors Position Category No. of Meetings Attended
1 Vijayaraghavan Rangasamy Nattery Chairman Independent / Non Executive 2
2 Sivakumar Anbalagan Member Independent / Non Executive 2
3 Subbaraj Azhagarsamynaicker Member Independent / Non Executive 2

3. Stakeholders' Relationship Committee:

The Stakeholders Relationship Committee met two times during the Financial Year2018-19. The Committee met on 27/05/2018 and 25/07/2018.The requisite quorum was presentat the Meeting. The Chairman of the Stakeholders Relationship Committee was present at thelast Annual General Meeting of the Company. The table below provides the attendance of theStakeholders Relationship Committee members:

Si No Name of the Directors Position Category No. of Meetings Attended
1 Vijayaraghavan Rangasamy Nattery Chairman Independent / Non Executive 2
2 Sivakumar Anbalagan Member Independent / Non Executive 2
3 Subbaraj Azhagarsamynaicker Member Independent / Non Executive 2

BOARD EVALUATION

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 Policy lays down criteria for selection and appointment of Board Members andremuneration of Directors Key Managerial Personnel and Members of the ExecutiveCommittee.

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 2019the 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 2019 and of the loss 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.

AUDITORS

a) STATUTORY AUDITOR

M/s. Uppiliappan V & Co Chartered Accountants having (FRN.No: 018320S) as Auditorof the company to hold office for a period of five years from the conclusion of thisAnnual General Meeting held on 30th September 2019 till the conclusion ofAnnual General Meeting to be held for the financial Year ending on 31st March 2024 andthey are eligible to act as auditor for the year 2019-2020 as per their confirmation.

AUDITOR'S QUALIFICATION:

According to the information and explanations given to us there were some disputedstatutory dues in the books of the company for which they have an appeal with theAuthority and the details of the same are provided below:

Sl. No. Financial Year Value in Rs. Particulars
1 1996-97 936143/- Income Tax Demand
2 2000-01 1902/- Income Tax Demand
3 2001-02 4696/- Income Tax Demand
Total 942741/-

REPLY TO AUDITOR'S QUALIFICATION:

Since the demand raised by the department are on appeal the company will discharge anyliability arising out of such disputes upon the receipt of appellate order.

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. T. Murugan Company Secretary in Practice (M.no: A11923 / C.P.No. 4393) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed as Annexure-C 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.

SECRETARIAL AUDITOR'S QUALIFICATION:

In terms of section 203(1) (ii) & (iii) of the Companies Act 2013 the Companybeing a listed Company is required to have a whole-time Key managerial personnel in thecategory of "Company Secretary" and "Chief financial Officer" (CFO)but the Company is yet toappoint Chief Financial officer.

The company has appointed Mr.AbhishekBothra Company Secretary on 18thSeptember2018 and resigned on 5th January 2019. Subsequently Ms. MonicaNahar appointed as company secretary on 31st January 2019 and removed on 27thApril 2019.

Board and Committee meetings: The Company has not provided any evidences withrespect to the following: Newspaper advertisement of Closure of register of membersNotice calling Board and General Meetings and publication of financial results. Theproceedings of the Board Meetings have not been uploaded in BSE Portal.

Listing Agreement:

a) The Company is yet to file the share holding pattern as required under clause 35 ofthe Listing Agreement with BSE for the fourth quarter ended 31st March 2019.

b) Regulation 14 and Schedule V (C)(9) of SEBI (LODR) Regulation 2015:

The Company is yet to pay the Listing fee for the financial year 2018-19.

c) Regulation 33 SEBI (LODR) Regulation 2015:

The Company is yet to file quarterly financial results for the fourth quarter ended31.03.2019.

d) Regulation 40(9) of SEBI (LODR) Regulation 2015:

The company is yet to file the Practicing Company Secretary Certificate with the stockexchanges.

e) Regulation 13(3) of SEBI (LODR) Regulation 2015:

The company is yet to file the investor complaints for the fourth quarter ended31.03.2019.

f) Regulation 7(3) of SEBI (LODR) Regulation 2015:

The company is yet to submit the compliance certificate to the exchange for half yearlyended 31.03.2019.

Depositories Act 1996:

Reconciliation of share capital audit on quarterly basis with respect to Clause 55A ofSEBI (Depositories and Participants) Regulations 1996: The Company is yet to file for thefourth quarter ended 31.03.2019.

The Food Safety and Standards Act 2006:

The company has not complied with the provisions of The Food Safety and Standards Act2006

REPLY TO SECRETARIAL AUDITOR'S QUALIFICATION:

The board of directors of the company have taken note of all the above points and aretaking necessary action towards it.

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. The

Company's internal control system is commensurate with its size scale and complexitiesof its 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 reviewsthe adequacy and effectiveness of the internal control systems and suggests improvementsto strengthen the same. The Company has a robust Management Information System which isan integral part of the control mechanism. The Audit Committee of the Board of DirectorsStatutory Auditors and the Business Heads are periodically apprised of the internal auditfindings and corrective actions taken. Audit plays a key role in providing assurance tothe Board of Directors. Significant audit observations and corrective actions taken by themanagement are presented to the Audit Committee of the Board. To maintain its objectivityand independence the Internal Audit function reports to the Chairman of the AuditCommittee. The Company has appointed M/s. UDAYAKUMAR B & ASSOCIATES CharteredAccountants as Internal Auditors of the Company as required under section 138 of theCompanies Act 2013 read with rule 13of the Companies (Accounts) Rules 2014.

RISK MANAGEMENT

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 as 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 is yet to pay the listing fee for the year 2018-19.

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 to ensuresafety of all concerned compliances of environmental regulations and preservation ofnatural resources. As required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 the Company has formulated and implemented apolicy on prevention of sexual harassment at the workplace with a mechanism of lodgingcomplaints. Besides redressal is placed on the intranet for the benefit of employees.During the year under 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-D 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 Membersof the Company in line with the provision of Section 136 of the Companies Act 2013.Members who are interested in obtaining these particulars may writeto the RegisteredOffice of the Company. The aforesaid Annexure is also available for inspection by Membersat the Registered Office of the Company 21 days before and up to the date of the ensuingAnnual General Meeting during the business hours on working days. None of the employeeslisted in the said Annexure is a relative of any Director of the Company. None of theemployees hold (by himself or along with his spouse and dependent children) more than twopercent 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.

B. Technology

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

DEPOSITS

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

CAUTIONARY STATEMENT

Statements in this Director's 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
For RAJENDRA CATERERS & CONFECTIONERS LIMITED
Ananthi Raajasekar Thangaraj Rajasekar
Place: Chennai (DIN: 02900438) (DIN: 01671407)
Date: 15.07.2019 Director Managing Director

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