rajendra caterers confectioners ltd Directors report

DEAR MEMBERS

Your Directors are pleased to present the 27^thAnnual 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 Companys 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 COMPANYS 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 Companys 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 18^th September,2018 and resigned on 5^th January, 2019. Subsequently, Ms. Monica Nahar appointed as company secretary on 31^st January, 2019 and removed on 27^th 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 Boards 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 30^th 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.

AUDITORS 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 AUDITORS 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 AUDITORS 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 18^th September,2018 and resigned on 5^th January, 2019. Subsequently, Ms. Monica Nahar appointed as company secretary on 31^st January, 2019 and removed on 27^th 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 AUDITORS 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

Companys 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 Companys 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 Companys 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 Directors Report and Management Discussion and Analysis describing the Companys 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 Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys 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