DEAR MEMBERS
Your Directors are pleased to present the 27thAnnual Report on the business
and operations of the Company together with the Audited Financial Statements for the year
ended March 31, 2019.
FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March 2019 is
summarized below:
Amount in Rupees
| Particulars |
Year ended 31.03.2019 |
Year ended 31.03.2018 |
| Revenue from operations |
31,45,000 |
24,71,300 |
| Other income |
0 |
0 |
| Deferred Tax (Asset) |
1,74,556 |
0 |
| Total Revenue |
33,19,556 |
24,71,300 |
| Cost of Material Consumed |
28,21,580 |
7,45,424 |
| Employee Benefit Expenses |
2,66,000 |
2,18,500 |
| Finance Cost |
0 |
0 |
| Depreciation and amortization expenses |
1,74,556 |
0 |
| Other Administrative Expenses |
9,74,832 |
14,71,528 |
| Total Expenses |
42,36,968 |
24,35,452 |
| Profit / Loss Before tax |
(9,17,412) |
|
| Income Tax Expenses: |
0 |
0 |
| Current tax |
0 |
9,231 |
| Mat Credit |
0 |
0 |
| Deferred Tax |
0 |
0 |
| Profit / Loss for the period |
(9,17,412) |
26,617 |
| 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 into
Property Development and Reality Business and due to business non viability vide Special
Resolution passed at their 24th Annual General Meeting held on30/08/2016, abandoned the
Property Development and Reality Business and venture into services relating to catering,
hospitality and event management activities and Certificate of Registration of the Special
Resolution Confirming Alteration of Object Clause was issued on 03/07/2017and also fresh
certificate of incorporation consequent to the change of name of the Company from Ananthi
Constructions Limited to Rajendra Caterers & Confectioners Limited, by the Registrar
of Companies, Chennai, Tamilnadu. At present Company is engaged into business of services
relating to catering, hospitality and event management activities. The Directors are of
opinion that the new business model has got enormous potential particularly in a rapidly
urbanizing state like Tamilnadu and other Southern States. The Company has reported total
income of Rs.33,19,556/- for the current year. The Loss after Tax for the year under
review amounted to Rs. 9,17,412/- in the current year.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT,
2013
No Dividend was recommended during the current financial year and the Company has not
proposed to carry any amount to General Reserve Account.
SHARE CAPITAL:
The paid up Equity Share Capital as at March 31, 2019 stood at Rs.4,28,00,000/-. During
the year under review, the company has not issued shares with differential voting rights
nor has granted any stock options or sweat equity. As on March 31, 2019, none of the
Directors 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 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, as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided 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 and
Disclosure Requirements) Regulations, 2015 ("The Listing Regulations") is not
mandatory to the listed entities having paid up equity share capital not exceeding Rupees
Ten 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 required
under Section 92 of the Companies Act, 2013, is annexed as Annexure - B and forms an
integral 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 Directors
and 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 the
Companies Act, 2013. In accordance with the provisions of Section 152 of the Companies
Act, 2013 and the Company's Articles of Association, Smt. T.N.T Rajasekar (DIN:
01671407), Executive Director retires by rotation at the forthcoming Annual General
Meeting and, being eligible offers himself for re-appointment. The Board recommends his
re-appointment for the consideration of the Members of the Company at the ensuing Annual
General Meeting. All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 (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
Managerial Personnel of the Company. Further, in terms of section 203 of the Companies
Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, every listed company shall have whole-time key managerial personnel. The
financial position of the Company was such that it could not appoint Chief Financial
Officer, however necessary steps being initiated to recruit Chief Financial Officer.
The company has appointed Mr.Abhishek Bothra, Company Secretary on 18th
September,2018 and resigned on 5th January, 2019. Subsequently, Ms. Monica
Nahar appointed as company secretary on 31st January, 2019 and removed on 27th
April, 2019.
NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2018-19, the Board met Six (06) times. The Meetings were held
on May 27, 2018, July 25, 2018, September 18, 2018, October 29, 2018, January 5, 2019 and
January 31, 2019.The interval between two Meetings was well within the maximum period
mentioned under Section 173 of the Companies Act, 2013 and Regulation 17(2) of the Listing
Regulations
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 gap
between two Meetings was not more than 120 days. The Committee met on May 27, 2018, July
25, 2018, September 18, 2018, October 29, 2018, January 5, 2019 and January 31, 2019.The
requisite quorum was present at all the Meetings. The Chairman of the Audit Committee was
present 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 May
27, 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 Annual
General Meeting of the Company. The table below provides the attendance of the Nomination
and 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 Year
2018-19. The Committee met on 27/05/2018 and 25/07/2018.The requisite quorum was present
at the Meeting. The Chairman of the Stakeholders Relationship Committee was present at the
last Annual General Meeting of the Company. The table below provides the attendance of the
Stakeholders 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 Obligations
and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared
after taking into consideration the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance. The performance evaluation of the Independent
Directors was completed. The performance evaluation of the Chairman and the Non-
Independent Directors was carried out by the Independent Directors. The Board of Directors
expressed 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 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The
Whistle 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 to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This Policy lays down criteria for selection and appointment of Board Members and
remuneration of Directors, Key Managerial Personnel and Members of the Executive
Committee.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts and arrangements entered with related parties falling within
the purview of Section 188 of the Companies Act, 2013 during the year under review and
hence 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 that
would 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 explanations
obtained 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, 2019,
the applicable accounting standards havebeen followed along with proper explanation
relating to material departures, if any;
(ii) the directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2019 and of the loss of
the Company for the year ended on that date;
(iii) that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other 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 the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
AUDITORS
a) STATUTORY AUDITOR
M/s. Uppiliappan V & Co, Chartered Accountants, having (FRN.No: 018320S) as Auditor
of the company to hold office for a period of five years from the conclusion of this
Annual General Meeting held on 30th September, 2019 till the conclusion of
Annual General Meeting to be held for the financial Year ending on 31st March 2024, and
they 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 disputed
statutory dues in the books of the company for which they have an appeal with the
Authority and the details of the same are provided below:
| Sl. No. |
Financial Year |
Value in Rs. |
Particulars |
| 1 |
1996-97 |
9,36,143/- |
Income Tax Demand |
| 2 |
2000-01 |
1,902/- |
Income Tax Demand |
| 3 |
2001-02 |
4,696/- |
Income Tax Demand |
| Total |
|
9,42,741/- |
|
REPLY TO AUDITOR'S QUALIFICATION:
Since the demand raised by the department are on appeal, the company will discharge any
liability 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 with
Notifications / circulars issued by the Ministry of Corporate Affairs from time to time,
the 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 made
thereunder, 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. The
Secretarial Audit Report is annexed as Annexure-C and forms an integral part of this
Report. The observations in the Secretarial Audit Report are self explanatory being
mentioned 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 Company
being a listed Company is required to have a whole-time Key managerial personnel in the
category 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 18th
September,2018 and resigned on 5th January, 2019. Subsequently, Ms. Monica
Nahar appointed as company secretary on 31st January, 2019 and removed on 27th
April, 2019.
Board and Committee meetings: The Company has not provided any evidences with
respect to the following: Newspaper advertisement of Closure of register of members,
Notice calling Board and General Meetings and publication of financial results. The
proceedings 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 of
the 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 ended
31.03.2019.
d) Regulation 40(9) of SEBI (LODR) Regulation, 2015:
The company is yet to file the Practicing Company Secretary Certificate with the stock
exchanges.
e) Regulation 13(3) of SEBI (LODR) Regulation, 2015:
The company is yet to file the investor complaints for the fourth quarter ended
31.03.2019.
f) Regulation 7(3) of SEBI (LODR) Regulation, 2015:
The company is yet to submit the compliance certificate to the exchange for half yearly
ended 31.03.2019.
Depositories Act 1996:
Reconciliation of share capital audit on quarterly basis with respect to Clause 55A of
SEBI (Depositories and Participants) Regulations, 1996: The Company is yet to file for the
fourth 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 Act,
2006
REPLY TO SECRETARIAL AUDITOR'S QUALIFICATION:
The board of directors of the company have taken note of all the above points and are
taking necessary action towards it.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details of the Internal Control system and their adequacy are provided in the
Management Discussion and Analysis Report which forms part of this report.
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/ revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities
of its operations. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry. The Audit Committee of the Board of Directors actively reviews
the adequacy and effectiveness of the internal control systems and suggests improvements
to strengthen the same. The Company has a robust Management Information System, which is
an integral part of the control mechanism. The Audit Committee of the Board of Directors,
Statutory Auditors and the Business Heads are periodically apprised of the internal audit
findings and corrective actions taken. Audit plays a key role in providing assurance to
the Board of Directors. Significant audit observations and corrective actions taken by the
management are presented to the Audit Committee of the Board. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairman of the Audit
Committee. The Company has appointed M/s. UDAYAKUMAR B & ASSOCIATES, Chartered
Accountants as Internal Auditors of the Company as required under section 138 of the
Companies 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 adequate
Internal Control System, there were no elements of risks that threaten the existence of
your Company. Hence no meeting was conducted during the year under review.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
Our company does not satisfy the criteria specified under Section 135(1) of the
Companies 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 Companies
Act, 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 securities
have been suspended due to penal reasons and non-compliance of certain clauses of the
Listing Agreement and as recommended by the Board of Directors necessary application for
revocation is filed on 19/03/2018with BSE Limited to revoke the Suspension Of Trading from
the 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 safe
operations.
The Company's policy requires conduct of operations in such a manner so as to ensure
safety of all concerned, compliances of environmental regulations and preservation of
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 on prevention 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 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 all
divisions of the Company. The Disclosure required under Section 197(12) of the Companies
Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is annexed as Annexure-D and forms an integral part of
this Report. A statement comprising the names of top 10 employees in terms of remuneration
drawn and every persons employed throughout the year, who were in receipt of remuneration
in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure–F and forms an integral part of this
Report. The above Annexure is not being sent along with this Annual Report to the Members
of 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 Registered
Office of the Company. The aforesaid Annexure is also available for inspection by Members
at the Registered Office of the Company, 21 days before and up to the date of the ensuing
Annual General Meeting during the business hours on working days. None of the employees
listed in the said Annexure is a relative of any Director of the Company. None of the
employees hold (by himself or along with his spouse and dependent children) 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, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 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 monitors
energy costs and reviews the consumption of energy on a regular basis. The Company
wherever necessary also initiates appropriate measures to reduce consumption of
electricity.
B. Technology
There has been no significant investment in up gradation of Technology during the
financial 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 the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT;
There is no such fraud required to be reported under section 143(12) of the companies
Act, 2013
CAUTIONARY STATEMENT
Statements in this Director's Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company's operations include raw
material availability and its prices, cyclical demand and pricing in the Company's
principle markets, changes in Government regulations, Tax regimes, economic developments
within India and the countries in which the Company conducts business and other ancillary
factors.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Company is grateful for the co-operation and assistance extended by various
Departments of Government of Tamilnadu and Government of India. The Board also wishes to
place on record its appreciation of the dedicated services of our Consultants, employees
and other members of the Company. The Board also places on record its sincere appreciation
to 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 |
|