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Rander Corporation Ltd.

BSE: 531228 Sector: Infrastructure
NSE: N.A. ISIN Code: INE821D01031
BSE 00:00 | 07 Oct Rander Corporation Ltd
NSE 05:30 | 01 Jan Rander Corporation Ltd
OPEN 11.57
PREVIOUS CLOSE 11.57
VOLUME 7
52-Week high 11.77
52-Week low 11.30
P/E
Mkt Cap.(Rs cr) 14
Buy Price 11.57
Buy Qty 6.00
Sell Price 11.57
Sell Qty 223.00
OPEN 11.57
CLOSE 11.57
VOLUME 7
52-Week high 11.77
52-Week low 11.30
P/E
Mkt Cap.(Rs cr) 14
Buy Price 11.57
Buy Qty 6.00
Sell Price 11.57
Sell Qty 223.00

Rander Corporation Ltd. (RANDERCORPN) - Director Report

Company director report

Dear Member

Your directors have pleasure in presenting their 26th Annual Report on the AuditedFinancial Statement of the Company for the financial year ended March 31 2019.

Financial Performance (Rupees in lacs)
Year Ended 31-Mar-19 Year Ended 31-Mar-18
INR INR
Total income 126.58 178.54
Expenditure (including depreciation) 108.43 151.10
Profit/ (Loss) before depreciation and tax 20.35 28.74
Depreciation 2.20 1.30
Profit/ (Loss) before taxation 18.15 27.44
Profit/ (Loss) after tax 10.84 22.78
Earnings per share 0.09 0.18

PRINCIPAL ACTIVITY

The principal activity of the Company is ‘Financing and Securities Trading’.It also operates in the Infrastructure segment.

There have been no significant changes in the nature of the principal activities duringthe financial year. The Company is trying to make the optimum use of the resources soavailable.

BUSINESS REVIEW

Your company has a great presence in real estate segment in Boisar. The Company haswitnessed a decline in both operating revenues and margins during this year but hasmanaged to remain in profit. 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. 126.58 lacs as against Rs.178.54lacsinthe previous year. Total Income comprises of income from operations and other operatingand trading income. Income from operations includes income from Construction andInfrastructure segments of Rs. 120.41 lacs and Other Operating Income of Rs. 6.17 lacs.

The total expenditure for the financial year including depreciation and financial costwas Rs. 108.43 lacs. The profit after tax for the year under review was Rs. 10.84 lacs asagainst Rs. 22.78lacs 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 2018-19 and the date of this report.

RESERVES

The Company does not propose to carry any amount to reserves.

DIVIDEND

The Board of Directors have recommended no dividend for the year ended 31stMarch 2019.

FUTURE DEVELOPMENTS

The Company's main focus is to complete existing projects on hand and makeopportunistic investments in new real estate projects. The Company also plans to ventureinto new commercial projects and to diversify its real estate business operations intoService Sector as well.

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 businessand the size and complexity of its operations.

SHARE CAPITAL:

There were no changes in share capital of the Company during the period under review.

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:

Your Company’s Board comprises of mix of executive and non-executive directorswith considerable experience and expertise in various fields and business strategy. Thedetails of the directors and their meetings held during the year have been given in theCorporate Governance Report which forms part of this report.

The list of Directors & key managerial person of the Company as on March 31 2019are as follows:

1. Mr. Amarchand Rander (DIN: 00422567) Managing Director

2. Mr. Dineshkumar Ratanlal Rander (DIN: 00427280) Executive Director

3. Mr. Sarwankumar Rattanlal Baldwa (DIN: 00431714) Non-Executive Independent Director

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

5. Mr. Suhas Gajanan Sawant (DIN: 03619884) Non-Executive Director

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

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

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

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year following changes took place.

1. Rajlaxmi Rohit Bhutra Was Appointed As Company Secretary On November 14 2018.

2. Pursuant to provisions of section 152 of the Companies Act 2013 and subject toArticles of Association Mr. Dineshkumar Ratanlal Rander (DIN: 00427280) Director of theCompany is liable to retire by rotation at an ensuing Annual General Meeting and beingeligible has offered himself for re-appointment. The Board recommends for the same.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.

Post financial year Mr. Suhas Sawant (DIN 03619884) has resigned from the post ofDirector on May 8 2019.

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--visthe plans meeting challenging situations performing leadership role within andeffective functioning of the Board. The evaluation process also involves Self-Evaluationby the Board Member and subsequently assessment by the Board of Directors and alsoconsiders the time spent by each of the directors accomplishment of specificresponsibilities and expertise conflict of interest integrity of director activeparticipation and contribution during discussions.

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

The Company had adopted a Whistle Blower Policy ("the Policy") as requiredunder Section 177(9) of the Companies Act

2013. The Policy has been formulated with a view to provide a mechanism for directorsand employees of the Company to approach the Ethics Counselor/Chairman of the AuditCommittee of the Company in case of any concern. The Whistle Blower Policy may be accessedon the Company’s website at the linkwww.randergroup.com. No complaints were receivedduring the financial year 2018-19.

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

Obligations and Disclosure Regulations) Requirements 2015 along with IndependentAuditor’s Certificate on compliance with the Corporate Governance forms part of thisAnnual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of the provisions of Regulation34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations 2015(Listing Regulations) is enclosed as a part of this report.

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

Disclosures of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) 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.

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 asStatutory Auditors for a term of Five (5 consecutive years). The Auditor has confirmed tothe Company that they are not disqualified 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.

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 2019. The Secretarial Audit Report is annexed herewith as "Annexure-B".

Comments on Secretarial Auditors Report:

The Company has appointed Company Secretary and Compliance officer of the Companyw.e.f. November 14 2018. The Company’s website is not updated as per regulation 46of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Other qualifications provided in the report are self-explanatoryand the Company shallendeavor its best to make the requisite compliances.

c) Internal Auditor:

Ms. Pournima Gopale MCOM Mumbai performed the duties of internal auditors of theCompany for the financial year 2018-19 and their report is reviewed by the audit committeefrom time to time.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.

RELATED PARTY TRANSACTIONS:

The Company has not entered into any transactions falling under the purview of section188 of the Companies Act 2013. Accordingly the Company was not required to obtain anyapproval(s) from requisite authority(ies). The Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed 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 in place adequate internal financial controls with reference tofinancial statements. The Company is following all the applicable Accounting Standards forproperly maintaining the books of accounts and reporting financial statements. Theinternal auditor of the Company checks and verifies the internal control and monitors themin accordance with policy adopted by the Company. The Company continues to ensure properand adequate systems and procedures commensurate with its size and nature of its business.During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.

EMPLOYEE RELATIONS

The Directors are happy to state that the relations between the Company and itsEmployee remained cordial throughout the year.

CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Managing Director and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting 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. Issue of equity shares with differential right as to dividend voting or otherwise.

2. Issue of Shares (Including sweat equity shares) to employees of the Company underany scheme. The managing director receives remuneration as detailed in the annexure below.

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

4. No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and the Company’s operation infuture.

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

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

7. 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:

The Board of Directors of your Company wishes to express gratitude for the cooperationguidance and support received from the Ministry of Finance various other Ministries andDepartments of the Government of India Securities and Exchange Board of India theReserve Bank of India other regulatory bodies and State Governments. The Board ofDirectors also acknowledges the continue cooperation received from all overseascorrespondent banks and other members of the banking fraternity. The Board of Directorswould like to sincerely thank Banks Financial Institutions and other investors andshareholders for their continued support. The Directors of your Company place on recordtheir appreciation of the dedicated and sincere service rendered by the officers and staffat all levels.

Date: 14th August 2019 By the Order of theBoard
Place: Mumbai Rander Corporation Limited
Sd/-
AmarchandRander
(Chairman and Managing Director)
DIN: 00422567

Annexure A to Board’s Report

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the

Financial year 2018-19 is as follows:

Name of Director Total Remuneration (Rs.) Ratio of remuneration of director to the median remuneration
Mr. AmarchandRander 780000 -
Mr. Dinesh Kumar Rander Nil -
Mr. SarwankumarBaldwa Nil -
Mrs. Bhagyashree Patil Nil -
Mr. Jitesh kumarRander Nil -
Mr. Suhas Gajanan Sawant Nil -

*No sitting fees paid for attending board and committee meetings during the year.

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2018-19 are as follows:

Name Designation

Remuneration (Rs.)

Increase
%
2018 -19 2017-18
Mr. AmarchandRander Managing Director 780000 720000 8.33
Mr. Dinesh Kumar Rander Executive Director - -
Mr. SarwankumarBaldwa Independent Director - -
Mrs. BhagyashreePatil Independent Director - -
Mr. Jitesh Kumar Rander Independent Director - -
Mr. SuhasGajananSawant Non-Executive Director - -
Mr. AmitkumarRander CFO 756000 720000 5.00
Mrs. Rajlaxmi Rohit Bhutra CS 280000 -

C. Number of employees on the rolls of the Company as on March 31 2019:

Employees 2018-2019 2017-2018
TOTAL 8 8

D. There are no employees of the Company who receive remuneration in excess of thehighest paid Director of the

Company.

E. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year differs from employee to employee.

F. Comparison of each remuneration of the Key Managerial Personnel is against theperformance of the Company

G. The key parameters for any variable component of remuneration availed by thedirectors-The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for directors KeyManagerial Personnel.

H. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration decided byNomination and Remuneration Committee of your Company.