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Rander Corporation Ltd.

BSE: 531228 Sector: Infrastructure
NSE: N.A. ISIN Code: INE821D01031
BSE 09:55 | 27 May 8.70 -0.12
(-1.36%)
OPEN

8.75

HIGH

8.75

LOW

8.70

NSE 05:30 | 01 Jan Rander Corporation Ltd
OPEN 8.75
PREVIOUS CLOSE 8.82
VOLUME 310
52-Week high 10.40
52-Week low 3.19
P/E 31.07
Mkt Cap.(Rs cr) 11
Buy Price 8.65
Buy Qty 100.00
Sell Price 8.70
Sell Qty 6.00
OPEN 8.75
CLOSE 8.82
VOLUME 310
52-Week high 10.40
52-Week low 3.19
P/E 31.07
Mkt Cap.(Rs cr) 11
Buy Price 8.65
Buy Qty 100.00
Sell Price 8.70
Sell Qty 6.00

Rander Corporation Ltd. (RANDERCORPN) - Director Report

Company director report

Dear Member

Your directors have pleasure in presenting their 28th Annual Report on theAudited Financial Statement of the Company for the financial year ended March 31 2021.

Financial Performance

(Rupees in lakhs)

Particulars Year Ended 31-Mar-21 Year Ended 31 -Mar-20
Total income 125.89 35.49
Expenditure (including depreciation) 114.60 33.51
Profit/ (Loss) before taxation 11.30 1.98
Tax Expenses:
Current Tax 2.90 0.83
Deferred Tax 0.02 (0.07)
Profit/ (Loss) after tax 8.38 1.22
Earnings per equity share (Face Value Re. 10/- each)
Basic 0.07 0.01
Diluted 0.07 0.01

PRINCIPAL ACTIVITY

The principal activity of the Company is ‘Financing and Securities Trading'. Italso operates in the Infrastructure segment. There have been no significant changes in thenature of the principal activities during the financial year. The Company is trying tomake the optimum use of the resources so available.

BUSINESS REVIEW

Your company has a great presence in real estate segment in Boisar. Despite of theongoing pandemic your Company has witnessed a significant growth in operating revenuesand margins during this year. Your Company is Positioned well for the future on account ofits financial strength and proven business strategy that has helped it succeed in strongand weak economic environment and most importantly a dedicated and well-trained team ofpeople working together to achieve company's business goals.

FINANCIAL HIGHLIGHTS

The Company has recorded a total income of Rs. 125.89 lacs as against Rs. 35.49 lacs inthe previous year. The profit after tax for the year under review was Rs. 8.38 lacs asagainst Rs. 1.22 lacs in the previous year. There are no material changes and commitmentsaffecting the financial position of your Company which have occurred between the end ofthe financial year 2020-21 and the date of this report.

The Financial Statements of the Company for the F.Y. 2020-21 have been prepared inaccordance with applicable Indian Accounting Standards and the relevant provisions of theCompanies Act 2013 ("the Act"). In accordance with the provisions contained inSection 136 of the Companies Act 2013 the Annual Report of the Company containingtherein its Notice of the Annual General Meeting Consolidated and Standalone FinancialStatements Report of the Auditor's and Board of Directors thereon are available on thewebsite of the Company at info@randergroup.com. Further a detailed analysis of Company'sperformance is included in the Management Discussion and Analysis Report("MDAR") which forms part of this Annual report.

RESERVES

The Company does not propose to carry any amount to reserves. The closing balance ofthe retained earnings of the Company for F.Y. 2020-21 after all appropriation andadjustments was Rs. 774.14 lakhs.

DIVIDEND

Based on the Company's financial performance for the year 2020-21 and in order toconserve resources to face the challenges and the contingencies due to current pandemicthe Board of Directors have not recommended any dividend on equity shares for thefinancial year 2020-21.

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations.

SHARE CAPITAL:

During the year under review there have been no changes in share capital of theCompany. The issued subscribed and paid-up Equity Share Capital of the Company as onMarch 31 2021 was Rs. 123370000/- (Rupees Twelve Crores Thirty Three Lakhs SeventyThousand Only) divided into 12337000 Equity Shares of Rs. 10 each.. Further there wasno public issue rights issue bonus issue or preferential issue etc. during the year.The Company has not issued shares with differential voting rights or sweat equity sharesnor has it granted any stock options during the financial year.

DEPOSITS:

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposit under Section 73 and 74 of the Companies Act 2013read together with the Companies (Acceptance of Deposits) Rules 2014 was outstanding ason the date of the Balance Sheet.

DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have any Subsidiaries/Associates/Joint Ventures as on date.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

a) in the preparation of the annual accounts for the financial year the applicableaccounting standard had been followed along with proper explanation relating to materialdepartures.

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of loss of the Company for the year under review.

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) the directors had prepared the accounts for the financial year on a going concernbasis.

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

BOARD AND BOARD COMMITTEES:

The details of Board and Committee Meetings held during the year attendance of thedirectors at the meetings and constitution of various Committees of the Board are includedseparately in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL'S:

Your Company's Board comprises of mix of executive and non-executive directors withconsiderable experience and expertise in various fields and business strategy. The detailsof the directors and their meetings held during the year have been given in the CorporateGovernance Report which forms part of this report.

The list of Directors & key managerial personnel of the Company as on March 312021 are as follows:

1. Mr. Rohan Rander (DIN: 06583489) Executive Director

2. Mr. Sarwankumar Ratanlal Baldwa (DIN: 00431714) Non-Executive Independent Director

3. Mr. Jitesh Kumar Rander (DIN: 02739297) Non-Executive Independent Director

4. Mrs. Bhagyashree Patil (DIN: 06538935) Non-Executive Independent Director

5. Mr. Amarchand Rander (DIN: 00422567) Chief Executive Officer (KMP)

6. Mr. Amitkumar Rander (PAN: AJDPR4813Q) Chief Financial Officer (KMP)

7. Mrs. Rajlaxmi Rohit Bhutra-(PAN: BZQPS4470N) Company Secretary (KMP)

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review the changes that took place in the composition of theBoard & key managerial person's are as follows:

1. Mr. Rohan Rander (DIN: 06583489) has been appointed as an Additional ExecutiveDirector of the Company w.e.f. November 12 2020 and regularized as Executive Director ofthe Company in 27th Annual General Meeting of the Company.

2. Mr. Dineshkumar Ratanlal Rander (DIN: 00427280) & Mr. Amarchand Rander(DIN:00422567) has resigned from the position of Director and Managing Directorrespectively on November 12 2020.

3. Mr. Amarchand Rander was appointed as Chief Executive Officer of the Company w.e.fNovember 12 2020.

Post financial year following changes took place in the composition of the Board &Key Managerial Person's:

4. Mr. Dineshkumar Ratanlal Rander (DIN: 00427280) has been appointed as an AdditionalExecutive Director of the Company w.e.f. June 30 2020.

Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. Rohan Randeris liable to retire by rotation at ensuing AGM and being eligible has offered himself forre-appointment. The Board recommends the same for the approval of shareholders at ensuingAGM.

As on March 31 2020 none of the other Directors are disqualified for being appointedas the Director of the Company in terms of Section 164 of the Companies Act 2013. None ofthe Directors are disqualified for being appointed as the Director of the Company in termsof Section 164 of the Companies Act 2013. The company has received declaration from allthe Independent Directors confirming that they meet the criteria of Independence asprescribed under section 149(6) of the Companies Act 2013 and Regulation 16 read withRegulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations). The Independent Directors have confirmedthat they are not aware of any circumstances or situation which exists or reasonablyanticipated that could impair or impact his/her ability to discharge his/her duties withan objective independent judgment and without any external influence. In the opinion ofthe board the independence directors possess the requisite expertise and experience andare the person of integrity and repute. They fulfil the Conditions specified in theCompanies Act 2013 and the rules made thereunder and are independent of the management.Further all the independent directors on the Board of the Company have complied with theprovisions of Section 150 of the Companies Act 2013 read with rules framed thereunder.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTOR:

Evaluation of the directors is done on an annual basis. The process is led by theNomination and Remuneration Committee with specific focus on the performance vis-a-vis theplans meeting challenging situations performing leadership role within and effectivefunctioning of the Board. The evaluation process also involves Self-Evaluation by theBoard Member and subsequently assessment by the Board of Directors and also considers thetime spent by each of the directors accomplishment of specific responsibilities andexpertise conflict of interest integrity of director active participation andcontribution during discussions. In a separate meeting of Independent Directors held onFebruary 13 2021 the performance evaluation of the Board as whole Chairman of theCompany and the Non Independent Directors was evaluated. The Board of Directors expressedtheir satisfaction with the evaluation process based on the recommendation of theNomination & Remuneration Committee.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the Companythrough various internal programs and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES

In Compliance with Section 177(9) of the Companies Act 2013 and Regulation 22 of SEBIListing Regulation the Company has adopted a Whistle Blower Policy. The Company's vigilmechanism/ Whistle blower Policy aims to provide the appropriate platform and protectionfor Whistle Blowers to report instances of fraud and mismanagement if any to promotereporting of any unethical or improper practice or violation of the Company's Code ofConduct or complaints regarding accounting auditing internal controls or suspectedincidents of violation of applicable laws and regulations including the Company's code ofconduct or ethics policy or Code of Conduct for Prevention of Insider Trading in theCompany Code of Fair practices and Disclosure. The employees of the Company areencouraged to use guidance provided in the Policy for reporting all allegations ofsuspected improper activities. The Vigil Mechanism provides a mechanism for employees ofthe Company to approach the Chairman of the Audit Committee of the Company for redressal.The Company has disclosed the policy aIt the website at www.randergroup.com. No complaintswere received during the financial year 2020-21.

CORPORATE GOVERNANCE:

Your Company has complied with Regulation 34 of SEBI (Listing Obligations andDisclosure Regulations) Requirements 2015 of the stock exchanges. A report on CorporateGovernance as stipulated under Regulation 34 of SEBI Listing Regulations along withIndependent Auditor's Certificate on compliance with the Corporate Governance forms partof this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI ListingRegulations is presented in a separate section forming part of this Report. It providesinformation about the overall industry structure global and domestic economic scenariosdevelopments in business operations/ performance of the Company's various businessesinternal controls and their adequacy risk management systems human resources and othermaterial developments during the financial year 2020-21.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONAL ANDPARTICULARS OF EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".

PARTICULARS OF EMPLOYEES:

During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

NOMINATION AND REMUNERATION POLICY:

The Company has a Nomination and Remuneration Policy for Directors and SeniorManagerial Personnel approved by the Nomination and Remuneration Committee and the Board.The policy is available at the website of the Company at info@randergroup.com. The purposeof the said Policy is to establish and govern the procedure applicable:

• To evaluate the performance of the members of the Board.

• To ensure remuneration payable to Directors KMP's & other senior Managementstrike appropriate balance and commensurate among others with the functioning of theCompany and its long term objectives.

• To retain motivate and promote talent within the Company and to ensure longterm sustainability of the managerial persons and create competitive advantage.

The policy inter-alia covers the Directors' appointment and remuneration KeyManagerial Personnel's and other senior management appointment and remuneration.

AUDITORS

a) Statutory Auditors

The members of the Company in the AGM held on September 29 2017 appointed M/s. B.M.Gattani & Co. Chartered Accountants Statutory Auditors of the Company as StatutoryAuditors for a term of Five (5 consecutive years). The requirement to place the matterrelating to ratification in appointment of Auditors by Members at every Annual GeneralMeeting is done away vide notification dated May 7 2018 issued by the Ministry ofCorporate Affairs New Delhi. Accordingly no resolution is proposed for ratification ofappointment of Auditors. The Auditor has confirmed to the Company that they are notdisqualified from continuing as Auditors of the Company.

The Notes to the Financial Statements referred to in the Auditors' Report areself-explanatory and does not call for any further comment. Further the Auditors of theCompany have not reported any fraud as specified under Section 143(12) of the CompaniesAct 2013.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. Mihen Halani & Associates Practicing CompanySecretaries to conduct the Secretarial Audit of the Company for the financial year endedMarch 31 2021. The Secretarial Audit Report is annexed herewith as"Annexure-B".

Comments on Secretarial Auditors Report:

With respect to maintenance of website there have been continuous technical issuesfrom the website vendor. Further the other qualifications reported in the report areself-explanatory and the Company shall endeavor its best to make the requisitecompliances.

c) Internal Auditor:

Ms. Pournima Gopale has performed the duties of internal auditors of the Company forthe financial year 2020-21 and their report is reviewed by the audit committee from timeto time.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2020-21 is available on Company'swebsite at www.randergroup.com.

RELATED PARTY TRANSACTIONS:

All transactions undertaken by the Company during the financial year with relatedparties were on arm's length basis & in ordinary course of business and in compliancewith the applicable provisions of the Companies Act 2013 and the SEBI

Listing Regulations. All such related party transactions were placed before the AuditCommittee for approval wherever applicable. Further The Company has not entered into anymaterial transactions falling under the purview of section 188 of the Companies Act 2013.Accordingly the details are not required to be given under AOC-2. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website at the link:www.randergroup.com.

LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:

The provisions of Section 186 of the Companies Act 2013 requiring disclosure in thefinancial statements giving particulars of the loans given investment made or guaranteegiven or security provided and the purpose for which the loan or guarantee or security isproposed to be utilised by the recipient of the loan or guarantee or security is notapplicable to your company since no transactions of such nature has been undertaken orentered into by your company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Your Company is a Non-Banking Finance Company. The disclosure of information relatingto conservation of energy and technology absorption are therefore not applicable to yourcompany. There were no foreign exchange earnings or outgo for your Company during theyear.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Indian Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

CEO/CFO CERTIFICATION

In terms of SEBI Listing Regulations 2015 the certification by the Managing Directorand Chief Financial Officer on the financial statements and Internal Controls relating tofinancial reporting has been obtained.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).

MISCELLANOUS

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. The provisions of section 135 regarding Corporate Social Responsibility (CSR) is notapplicable to your company.

2. No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and the Company's operation in future.

3. The Company is not required to appoint cost auditor pursuant to provisions ofsection 148 of the Companies Act 2013 and rules made thereunder.

4. The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

5. The Company has zero tolerance for sexual harassment at the workplace. During theyear under review the Company is neither required to adopt policy for prevention ofSexual Harassment of Women at Workplace nor to constitute Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to express their sincere appreciation for theexcellent patronage received from the Banks customers business partners vendorsbankers financial institutions regulatory government authorities and FinancialInstitutions and for the continued enthusiasm total commitment dedicated efforts of theexecutives and employees of the Company at all levels during the year under review. TheDirectors also thank the Government of India Governments of various states in India andconcerned Government departments and agencies for their co-operation. The Directors herebyacknowledge the dedication loyalty hard work cooperation solidarity and commitmentrendered by the employees of the Company and their families during the year.

Date: August 13 2021 By the Order of the Board
Place: Mumbai Rander Corporation Limited
Sd/- Sd/-
Rohan Rander Jitesh Rander
(Director) Chairman and Director
DIN: 06583489 DIN: 02739297

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