rajendra caterers & confectioners limited · 2 notice of 27thannual general meeting: notice is...
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RRAJENDRA CATERERS & CONFECTIONERS LIMITED
CIN: L15100TN1992PLC023831
TWENTY
SEVENTH ANNUAL REPORT
FY 2018-19
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BOARD OF DIRECTORS Shri.T.N.T.Rajasekar, Managing Director Smt.AnanthiRaajasekar, Non-Executive Director Shri.SivakumarAnbalagan, Non-Executive& Independent Director Shri.SubbarajAzhagarsamynaicker, Non-Executive& Independent Director Shri.VijayaraghavanRangasamyNattery, Non-Executive& Independent Director
AUDITORS M/s.Vijayaraghavan& Associates Chartered Accountants 31, Giri Street, T.Nagar, Chennai, 600017, Tamilnadu, India
SECRETARIAL AUDITOR Shri.T.Murugan Company Secretary in Practice Muthukumaran Illam 22 E, Sri SubahColony,Munusamy Road, K.K.nagar Chennai –600078. REGISTERED OFFICE OF THE COMPANY AND FACTORY 41/9, Medavakkam Main Road, Ganesh Nagar Madipakkam, Chennai, 600091, Tamilnadu, India Phone 42109333 email: [email protected]
REGISTRAR AND SHARE TRANSFER AGENT M/s.Cameo Corporate Services Ltd. “Subramanian Building” No.1, Club House Road, Chennai, 600002, Tamilnadu, India. E-Mail Id: [email protected]/ [email protected]
CONTENTS SEQUENCE Page No. Notice 2 Boards' Report 13 Secretarial Auditors’ Report 36 Auditors’ Report 51 Balance Sheet 63 Profit and Loss Account 66 Notes 69 Cash Flow Statement 80 Management Discussion & Analysis 88
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NOTICE OF 27thANNUAL GENERAL MEETING:
Notice is hereby given that the Twenty Seventh Annual General Meeting of the members of RAJENDRA CATERERS & CONFECTIONERS LIMITED will be held on Monday, September 30, 2019 at 11.00 a.m. at the registered office of the Company at 41/9, Medavakkam Main Road, Madipakkam, Chennai, 600091, Tamilnadu, India, to transact the following business:
Ordinary Business:
1. To consider and adopt Audited Standalone Financial Statements for Financial Year ended 31st March, 2019 and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place ofMr. T.N.T Rajasekar (DIN:01671407), who retires by rotation and being eligible, offers himself for re-appointment.
3. To appoint Auditors of the company and fix their remuneration:
To consider and, if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) M/s. Uppiliappan V & Co , (FRN. No:018320S) Chartered Accountants, be and is hereby appointed as the statutory auditor of the Company to hold office till the conclusion of the Annual General Meeting of the company to be held for the financial year ending on 31st March 2024, and the Board of Directors is authorized to fix the remuneration of the auditors for auditing the books of accounts.”
By Order of the Board ForRAJENDRA CATERERS & CONFECTIONERS LIMITED
ThangarajRajasekar Managing Director
(DIN: 01671407) Place: Chennai Date:15.07.2019
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NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A person can act as proxy on behalf of members not exceeding fifty (50) in number and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights.
A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as a proxy for any other person or shareholder.
Proxies in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than forty eight hours before the commencement of the Meeting. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. A proxy form is attached hereto.
2. Corporate Members are required to send a certified copy of the Board Resolution,
pursuant to Section 113 of the Companies Act, 2013, authorizing their representatives to attend and vote on their behalf atthe Meeting.
3. Members, Proxies and Authorized Representatives are requested to bring to the
meeting; the attendance slip enclosed herewith, duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No. Duplicate attendance slip or copies of the Report and Accounts will not be made available at the AGM venue.
4. A brief resume of each of the directors proposed to be appointed / re-appointed, nature
of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter se as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, and Clause 1.2.5 of Secretarial Standards-2 on General Meetings, are provided in Details of Directors seeking Appointment/ Reappointment at the Annual General Meeting is annexed herewith as Annexure-A.
5. Relevant documents referred to in the accompanying Notice and the statement are open
for inspection by the members at the Registered office of the Company on all working days (except Saturdays, Sundays and Public holidays) between 11.00 a.m. to 1.00 p.m. up to the date of this Annual General Meeting (“AGM”) and also at the AGM.
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6. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, the 23rd day of September 2019 to Monday the 30th day of September 2019 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the AGM.
7. Members are requested to dematerialize their shareholdings, a process by which
physical certificates are converted to an equivalent number of securities in an electronic form and credited to respective depository account. In order to dematerialize physical certificates you have to first open an account with a DP and then request for the dematerialization of certificates by filling up a dematerialization request form [DRF], and submitting the same along with the physical certificates.
8. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant in the Securities Market. Members holding shares in electronic form are, therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Registrar and Transfer Agent / Company.
9. Electronic copy of the Annual Report for FY 2018-19 is being sent to all the members
whose email IDs are registered with the Company/Depository Participant(s) for communication purposes, unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for FY 2018-19 are being sent in the permitted mode. Members are requested to support Green initiative by registering/updating their e-mail addresses with the Depository participant (in case of shares in dematerialized form) or with Cameo Corporate Services Ltd (in case of Shares held in physical form).
10. Electronic copy of the Notice of the 27thAGM of the Company inter alia indicating the
process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/ Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Notice of the 27thAnnual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.
11. Members may also note that the Notice of the 27thAGM and the Annual Report for FY
2018-19 will be available on the Company’s website www.ananthiss.comfor their
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download and also on the website of Central Depository Services (India) Limited viz. www.evotingindia.com. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business
hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same by post free of cost. For any communication, the shareholders may also send request to the Company’s investor email id: [email protected].
12. Share transfer documents and all correspondence relating thereto, should be addressed
to the Registrars and Share Transfer Agents of the Company M/s.Cameo Corporate Services Ltd. “Subramanian Building” No.1, Club House Road, Chennai, 600002, Tel:
Phone No.044-28460390 - 94, Email Id:[email protected] /[email protected]
13. The cut-off date for the purpose of remote e-voting and voting at the AGM shall be on
Monday 23rd day of September 2019. Please note that members can opt for only one mode of voting i.e., either by voting at the meeting or e-voting. If Members opt for e-voting, then they should not vote at the Meeting and vice versa. However, once an e-vote on a resolution is cast by a Member, such Member is not permitted to change it subsequently or cast the vote again. Members whohave cast their vote by remote e-voting prior to the date of the Meeting may also attend the Meeting and participate in the Meeting, but shall not be entitled to cast their vote again.
14. A route map showing directions to reach the venue of the 27thAGM is given at the end
of this Notice as per the requirement of the Secretarial Standards-2 on “General
Meetings”. 15. Voting through electronic means:-Pursuant to Section 108 of the Companies Act, 2013
read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company is pleased to provide its members the facility of remote e-voting‟ (e-voting from a place other than venue of the AGM) to exercise their right to vote at the 27thAGM. The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL). The Company has appointed Mr. T. Murugan, Practicing Company Secretary as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a
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fair and transparent manner. The instructions to members for voting electronically are as under:-
I. The voting period begins on Friday, 27th day of September 2019 at 10.00 a.m. and
ends on Sunday 29th Day of September, 2019 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) September 23rd 2019, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
II. Members holding shares in physical or in demat form as on Monday 23rd day of
September 2019 shall only be eligible for e-voting.
III. The Shareholders Should Log On To The e- Voting website www.evotingindia.com.
IV. Click on Shareholders / Members
V. Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number
registered with the Company. VI. Next enter the Image Verification as displayed and Click on Login
VII. If you are holding shares in demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
VIII. If you are a first time user follow the steps given below:
Particulars
For Members holding shares in Demat Form and Physical Form
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PAN
Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/
Depository Participant are requested to use the sequence number which is printed on Attendance Slip indicated in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (V).
IX. After entering these details appropriately, click on “SUBMIT” tab.
X. Members holding shares in physical form will then directly reach the Company
selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter
their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your passwordconfidential.
XI. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
XII. Click on the EVSN of RAJENDRA CATERERS & CONFECTIONERS LIMITED.
XIII. On the voting page, you will see “RESOLUTION DESCRIPTION” and against
the same the option “YES/NO” for voting. Select the option YES or NO as
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desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
XIV. Click on the “RESOLUTIONS FILE LINK”
XV. After selecting the Resolution you have decided to vote on, click on “SUBMIT”.
A confirmation box will be displayed. If you wish to confirm yourvote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify
your vote.
XVI. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
XVII. You can also take out print of the voting done by you by clicking on “Click here
to print” option on the Voting page.
XVIII. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
XIX. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile
XX. Note for Non – Individual Shareholders and Custodians
� Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian is required log on to www.evotingindia.com and register themselves as Corporates.
� A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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� After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s)for which they wish to vote on.
� The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
� A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same
XXI. (In case you have any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].
XXII. The results declared along with the Scrutinizer’s Report shall be placed on the
Company’s website www.swethaeng.com and on website of CDSL e-Voting www.evotingindia.com within two days of the passing of the Resolutions at the Annual General Meeting of the Company and will also becommunicatedto BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
By Order of the Board
For RAJENDRA CATERERS & CONFECTIONERS LIMITED
ThangarajRajasekar (DIN: 01671407)
Managing Director Place: Chennai Date: 15.07.2019
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ANNEXURE – A
DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT/APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING
[In pursuance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings]
Name of the Director T.N.T Rajasekar DIN 01671407 Date of Birth andAge 23/01/1959 (60 Years) Date of appointment on theBoard 17/11/1992 Qualifications S.S.L.C Experience and Expertise 35 Years of Experience and Expertise in
Catering & Confectioners. Number of Meetingsof the Board attended during the year
6
List of Directorship/ Membership / Chairmanship ofCommittees of other Board.
Nil
Shareholding in RAJENDRA CATERERS & CONFECTIONERS LIMITED
6,65,000
Relationship with other directors, manager and other Key Managerial Personnel of the Company
Husband of Ananthi Raajasekar
Experience and Expertise 35 Years of Experience and Expertise in Catering & Confectioners.
Terms and Conditions of appointment or re-appointment along with details of remuneration sought to be paid and remuneration last drawn by suchperson
As per Nomination and Remuneration Policy of the Company as displayed on the Company’s website viz. www.ananthiss.com
Justification for choosing the appointees for appointment as Independent Directors
Nil
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By Order of the Board For RAJENDRA CATERERS & CONFECTIONERS LIMITED
ThangarajRajasekar (DIN: 01671407)
Managing Director Place:Chennai Date:15.07.2019
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MAP SHOWING LOCATION OF THE VENUE OF 27TH ANNUAL GENERAL MEETING OF RAJENDRA CATERERS & CONFECTIONERS LIMITED
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RAJENDRA CATERERS & CONFECTIONERS LIMITED
BOARD’S REPORT 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
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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.
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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)
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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.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.
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 AnanthiRaajasekar 6 3 SivakumarAnbalagan 6 4 SubbarajAzhagarsamynaicker 6 5 VijayaraghavanRangasamyNattery 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
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Si No Name of the Directors Position Category
No. of Meetings Attended
1 VijayaraghavanRangasamyNattery *
Chairman Independent / Non Executive
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2 SivakumarAnbalagan * Member Independent / Non Executive
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3 SubbarajAzhagarsamynaicker* Member Independent / Non Executive
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2. Nomination and Remuneration Committee: The Nomination and Remuneration Committee met Two (02) times during the year on May 27, 2018and 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 VijayaraghavanRangasamyNattery Chairman Independent / Non Executive
2
2 SivakumarAnbalagan Member Independent / Non Executive
2
3 SubbarajAzhagarsamynaicker 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 VijayaraghavanRangasamyNattery Chairman Independent / Non Executive
2
2 SivakumarAnbalagan Member Independent / Non 2
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Executive 3 SubbarajAzhagarsamynaicker 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.
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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.
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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.
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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.
22
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
23
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 ControlSystem, 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
24
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
25
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 SUB-SECTION (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 ForRAJENDRA CATERERS & CONFECTIONERS LIMITED
AnanthiRaajasekarThangarajRajasekar (DIN: 02900438) (DIN: 01671407)
Director Managing Director Place: Chennai Date: 15.07.2019
26
Annexure-B FormNo.MGT-9
EXTRACTOFANNUALRETURN Asonthefinancialyearendedon 31.03.2019
[Pursuanttosection92(3)oftheCompaniesAct,2013andrule12(1)ofthe Companies (ManagementandAdministration)Rules,2014]
I. REGISTRATIONANDOTHERDETAILS: i) CIN L15100TN1992PLC02
3831 ii) RegistrationDate 17/11/1992 iii) NameoftheCompany RAJENDRA
CATERERS & CONFECTIONERS LIMITED
iv) Category/Sub-CategoryoftheCompany Company limited by Shares, Non-Government Company, Public
v) AddressoftheRegisteredofficeandcontact details 41/9, Medavakkam Main Road, Madipakkam, Chennai, 600091, Tamilnadu, India Phone: 044-22478333 Email: [email protected]
vi) Whetherlistedcompany Yes/No Yes
vii)
Name,AddressandContactdetailsofRegistrarandTransferAgent,ifany
Cameo Corporate Services Limited "Subramanian Building" No.1, Club House, Road, Chennai - 600 002 Tel: 044-
27
28460390/91/92 Fax: 044 28460129 Email: [email protected] / [email protected]
II. PRINCIPALBUSINESSACTIVITIESOFTHECOMPANY
Allthebusinessactivitiescontributing10%ormoreofthetotal turnoverofthecompanyshallbestated:-
Si. No. Name and Description of main products / services
NIC Code of the Product/ service
% to total turnoverof the company
1 To provide catering services both indoor and outdoor
5621 100%
III. PARTICULARSOFHOLDING,SUBSIDIARYANDASSOCIATE COMPANIES: Si. No Name and address of the
Company CIN/GLN Holding/ Subsidiary /
Associate/ Joint Venture Nil
IV. SHAREHOLDINGPATTERN(EquityShareCapitalBreakupas% ofTotalEquity)
i) Category-wiseShareHolding
Category of Shareholders
No. of Shares held at the beginning of year
[As on 31-March-2018]
No. of Shares held at the end of the year
[As on 31-March-2019] %
Change
during the
year
Dema
t Physical Total % of Total Share
s
Demat Physical Total
% of Total Share
s A. Promoter s
(1) Indian a) Individual/ HUF
- 17,85,800
17,85,800
41.72 - 17,85,800
17,85,800
41.72 -
b) Central Govt - - - - - - - - - c) State Govt(s) - - - - - - - - - d) Bodies Corp. - - - - - - - - - e) Banks / FI - - - - - - - - - f) Any other - - - - - - - - -
Sub-Total (A)(1)
- 17,85,800
17,85,800
41.72 - 17,85,800
17,85,800
41.72 -
28
2. Foreign a) NRIs- Individuals
- - - - - - - - -
b)Other-Individuals
- - - - - - - - -
c) Bodies Corp - - - - - - - - - d)Bank / FI - - - - - - - - - e) Any other (Specify)
- - - - - - - - -
Sub-Total (A)(2)
- - - - - - - - -
Total shareholding of
Promoter (A)=(A)(1)+(A)(
2)
- 17,85,800
17,85,800
41.72 - 17,85,800
17,85,800
41.72 -
B. Public Shareholding
1. Institutions - - - - - - - - - a) Mutual Funds - - - - - - - - - b) Banks / FI - - - - - - - - - c) Central Govt - - - - - - - - - d) State Govt(s) - - - - - - - - - e) Venture Capital Funds
- - - - - - - - -
f) Insurance Companies
- - - - - - - - -
g) FIIs - - - - - - - - - h) Foreign Venture Capital Funds
- - - - - - - - -
i) Others (specify) - - - - - - - - - Sub-total (B)(1):- - - - - - - - - -
2. Non-Institutions a) Bodies Corp. - 66,300 66,300 1.55 - 66,300 66,300 1.55 -
i) Indian
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital uptoRs. 1 lakh
33,100 23,54,100 23,87,200 55.77 40,600 23,46,600
23,87,200 55.77
29
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
- 40,000 40,000 0.93 - 40,000 40,000 0.93 -
c) Others (specify) - - - - - - - - -
Non Resident Indians - - - - - - - - -
HUF 700 - 700 0.02 700 - 700 0.02 -
Overseas Corporate Bodies
- - - - - - - - -
Foreign Nationals - - - - - - - - -
Clearing Members - - - - - - - - -
Trusts - - - - - - - - -
Foreign Bodies – D R
- - - - - - - - -
Sub-total (B)(2):- 33,800
24,60,400
24,94,200
58.27
41,300
24,52,900
24,94,200
58.27
-
Total Public Shareholding (B)=(B)(1)+ (B)(2)
33,800
24,60,400
24,94,200
58.27
41,300
24,52,900
24,94,200
58.27
-
C. Shares held by Custodian for GDRs &
ADRs
- - - - - - - - -
Grand Total (A+B+C) 33,800
42,46,200
42,80,000
100 41,300
42,38,700
42,80,000
100 -
#As identified by the Company
(ii) ShareholdingofPromoters#
SN Shareholder’s
Name Shareholding at the
beginning of the year Shareholding at the end of
the year %
change in
share holdin
g during
the year
Particulars No. of Shares
% of total
Shares of the compa
ny
%of Shares Pledged /
encumbered to total
shares
No. of Shares
% of total
Shares of the compa
ny
%of Shares Pledged /
encumbered to total
shares
1 Ananthi.R 737300 17.23 0.00 737300 17.23 0.00 0.00
2 Raajasekar T.N.T 665000 15.54
0.00 665000 15.54
0.00 0.00
3 Thenammal.T 117000 2.73 0.00 117000 2.73 0.00 0.00 4 Raajyashri T.R 100000 2.34 0.00 100000 2.34 0.00 0.00 5 R S Ghanesh 100000 2.34 0.00 100000 2.34 0.00 0.00 6 Vasantha.J 40000 0.93 0.00 40000 0.93 0.00 0.00 7 Surivasagam 10000 0.23 0.00 10000 0.23 0.00 0.00
30
8 Ganesh.S 8000 0.19 0.00 8000 0.19 0.00 0.00 9 Harinath 2500 0.06 0.00 2500 0.06 0.00 0.00
10 Narayanamurthy.A 2500 0.06
0.00 2500 0.06
0.00 0.00
11 Krishnamurthy.S 2500 0.06
0.00 2500 0.06
0.00 0.00
12 Sethuram.R 1000 0.02 0.00 1000 0.02 0.00 0.00
iii) ChangeinPromoters’Shareholding(pleasespecify,ifthereisnochange)
Si. No.
Particular’s Shareholdingatthebeginningoftheyear
Cumulative Shareholding during theyear
No.of shares
%oftotalsharesofcompany No.of shares
%oftotalsharesofthecompany
1 Atthebeginningoftheyear
Ananthi.R 737300 17.23 737300 17.23 Raajasekar T.N.T 665000 15.54 665000 15.54 Thenammal.T 117000 2.73 117000 2.73 Raajyashri T.R 100000 2.34 100000 2.34 R.S Ghanesh 100000 2.34 100000 2.34 Vasantha.J 40000 0.93 40000 0.93 Surivasagam 10000 0.23 10000 0.23 Ganesh.S 8000 0.19 8000 0.19 Harinath 2500 0.06 2500 0.06 Narayanamurthy.A 2500 0.06 2500 0.06 Krishnamurthy.S 2500 0.06 2500 0.06 Sethuram.R 1000 0.02 1000 0.02
2 DatewiseIncrease/ Decreasein Promoters Share holdingduringyearspecifyingreasonsforincrease/decrease (e.g. allotment/ transfer/ bonus/sweat equityetc.): as identified by Co.
There is no change in Promoter’s Shareholding
3 AttheEndoftheyear
Atthebeginning oftheyear
Ananthi.R 737300 17.23 737300 17.23
31
Raajasekar T.N.T 665000 15.54 665000 15.54 Thenammal.T 117000 2.73 117000 2.73 Raajyashri T.R 100000 2.34 100000 2.34 R.S Ghanesh 100000 2.34 100000 2.34 Vasantha.J 40000 0.93 40000 0.93 Surivasagam 10000 0.23 10000 0.23 Ganesh.S 8000 0.19 8000 0.19 Harinath 2500 0.06 2500 0.06 Narayanamurthy.A 2500 0.06 2500 0.06 Krishnamurthy.S 2500 0.06 2500 0.06 Sethuram.R 1000 0.02 1000 0.02
# As identified by the Company
iv) ShareholdingPatternoftopten Shareholders(otherthanDirectors,PromotersandHoldersofGDRsandADRs):
Si. No.
ForEachoftheTop10Shareholders
Shareholdingatthebeginningoftheyear
CumulativeShareholdingduringtheyear
No.of shares
%oftotalsharesofthe company
No.of
sha
%oftotalsharesofthe
company 1 Atthebeginningoftheye
ar
Ravi Goenka 15900 0.3714 159 0.3714 Bharat Shah 13000 0.3037 130 0.3037 Kirtida Parikh 11100 0.2593 111 0.2593 Leasmen Fin-Invest
(India) Ltd 10500 0.2453 105
00 0.2453
Enterprise Securities (P) Ltd
9900 0.2313 9900
0.2313
Stocks & Securities India Pvt Ltd
9400 0.2196 9400
0.2196
SenthilKumar.J 9400 0.2196 940 0.2196 Naresh B Shah 8100 0.1892 810 0.1892 Sankaran.V 8000 0.1869 800 0.1869 Roshan H Parikh 7900 0.1845 790 0.1845
32
2 DatewiseIncrease/ DecreaseinShareholdingduringthe year specifying the reasonsforincrease/ decrease(e.g. allotment/ transfer/ bonus/sweat equityetc):
There is no change in Shareholding Pattern of top ten Shareholders from 01/04/2018 to 31/03/2019
3 AttheEndoftheyear(or onthedateofseparation,if separated duringthe year)
Ravi Goenka 15900 0.3714 15900
0.3714
Bharat Shah 13000 0.3037 13000
0.3037
Kirtida Parikh 11100 0.2593 11100
0.2593
Leasmen Fin-Invest (India) Ltd
10500 0.2453 10500
0.2453
Enterprise Securities (P) Ltd
9900 0.2313 9900
0.2313
Stocks & Securities India Pvt Ltd
9400 0.2196 9400
0.2196
SenthilKumar.J 9400 0.2196 9400
0.2196
Naresh B Shah 8100 0.1892 8100
0.1892
Sankaran.V 8000 0.1869 8000
0.1869
Roshan H Parikh 7900 0.1845 7900
0.1845
v) ShareholdingofDirectorsandKeyManagerialPersonnel:
SN Shareholding of each Directors and each Key Managerial Personnel
Shareholding at the beginning of the year
Cumulative Shareholding during the
year
No. of shares
% of total shares of the
company
No. of shares
% of total shares of the
company 1 At the beginning of the year T.N.T.Rajasekar 665000 15.54 665000 15.54
AnanthiRaajasekar 737300 17.23 737300 17.23 SivakumarAnbalagan - - - - SubbarajAzhagarsamynaicker - - - - VijayaraghavanRangasamyNattery - - - -
33
2 Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
NIL
3 At the end of the year T.N.T.Rajasekar 665000 15.54 665000 15.54
AnanthiRaajasekar 737300 17.23 737300 17.23 SivakumarAnbalagan - - - - SubbarajAzhagarsamynaicker - - - - VijayaraghavanRangasamyNattery - - - -
V. INDEBTEDNESS
Indebtedness oftheCompanyincludinginterestoutstanding/accrued butnotdueforpayment
Particulars
Secured Loans
excluding deposits
Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - 0 - 0 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 0 - 0 Change in Indebtedness during the financial year * Addition - 38,67,339 - 38,67,339 * Reduction - 0 - 0
Net Change - 38,67,339 - 38,67,339 Indebtedness at the end of the financial year i) Principal Amount - 38,67,339 - 38,67,339 ii) Interest due but not paid - 0 - 0 iii) Interest accrued but not due - 0 - 0
Total (i+ii+iii) - 38,67,339 - 38,67,339
VI. REMUNERATIONOFDIRECTORSANDKEYMANAGERIAL PERSONNEL
A. RemunerationtoManagingDirector,Whole-timeDirectorsand/orManager:
Si. No. ParticularsofRemuneration Name of MD/WTD/Manager Total Amount
T.N.T.Rajasekar (Managing Director)
1. Grosssalary
34
(a) Salaryasperprovisionscontainedinsection17(1) oftheIncome-taxAct,1961
- -
(b) Valueofperquisitesu/s17(2)Income-taxAct,1961
- -
(c) Profitsinlieuofsalaryundersection17(3)Income- taxAct,1961
- -
2. StockOption - -
3. SweatEquity - - 4. Commission
- as%ofprofit - others,specify…
- -
- -
5. Others,pleasespecify - - Total(A) - -
A. Remunerationtootherdirectors:
Si
ParticularsofRemuneration
NameofDirectors TotalAmount
1 IndependentDirectors SivakumarAnbalagan
SubbarajAzhagarsamynaicker
VijayaraghavanRangasamyNattery
Feeforattendingboardcom - - - - Commission Others,pleasespecify Total (1) - - - -
2 OtherNon-Executive Directors
AnanthiRaajasekar
Feeforattendingboardcom - - - - Commission Others,pleasespecify
Total(2) - - - - Total(B)=(1+2) - - - - TotalManagerialRemun
eration - - - -
B. REMUNERATIONTOKEYMANAGERIALPERSONNELOTHERTHAN MD/MANAGER/ WTD :
Si. No.
Particularsof Remuneration Key Managerial Personnel
CEO CFO Total
1 Grosssalary
35
(a) Salaryasperprovisionscontainedinsection17(1) oftheIncome-taxAct,1961
- - -
(b) Valueofperquisitesu/s17(2)Income-taxAct,1961 - - -
(c) Profitsinlieuofsalaryundersection17(3)Income- taxAct,1961
- - -
2 StockOption - - - 3 SweatEquity - - - 4 Commission
- as%ofprofit - other’s,specify…
- - -
5 Others,pleasespecify - - - Total(A) - - -
PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:
Type Section of
the Companies
Act
Brief Description
Details of Penalty /
Punishment/ Compounding fees imposed
Authority [RD / NCLT / COURT]
Appeal made, if any (give
Details) A. Company
NIL
Penalty Punishment Compounding B. Directors Penalty Punishment Compounding C. Other Officers in Default Penalty Punishment Compounding
36
T MURUGAN, B.Sc, ACA., ACS M22 – E, Sri Subah Colony
Company Secretary in PracticeMunusamy Road, K.K. Nagar, Chennai – 600 078
Ph: 23661875, 9381035900 [email protected] [email protected]
____________________________________________________________________
Annexure-C
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2019
[Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2019 To, The Members, Rajendra Caterers & Confectioners Limited I have conducted the secretarial audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by M/s.Rajendra Caterers & Confectioners Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books, papers, minute books, forms and returns filed and
other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
37
secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and Returns filed and other
records maintained by M/s. Rajendra Caterers & Confectioners Limited for the financial year ended on 31.03.2019 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there
under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of
SharesandTakeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993;
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
v. Other sector specific laws specifically applicable to the company
a) Contract Labour (Regulation and Abolition) Act, 1970. b) The Food Safety and Standards Act, 2006.
38
vi. There are no other laws specifically applicable to the Company which were required
to be examined by me for the purpose of this report.
vii. I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with National Stock Exchange Limited and BSE Limited.
During the period under review, the Company has generally complied with the applicable
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observations on non/less adherence in the compliance requirements on applicable provisions of related laws governing Spirits and Liquors and the rules made there under as stated in Annexure below.
I further report that, there were no actions/events in pursuance of:
a) The Securities and Exchange Board of India ( Issue and Listing of Debt Securities) Regulations, 2008:
b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018,
c) Foreign Exchange Management Act, 1999 and the rules and regulations made there
under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
d) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009 requiring compliance thereof by the company during the financial year and the Secretarial Standards issued by The Institute of Company Secretaries of India were not applicable during the year.
I further report, that the compliance by the Company of applicable financial laws, like direct and indirect tax laws are subjected to review by statutory financial audit and other designated professionals.
39
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the observations mentioned in (Annexure – B)
I further report that The Board of Directors of the Company is duly constituted with Proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least Seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda Items before the meeting and for meaningful participation at the meeting.
As per the minutes of the meetings duly recorded and signed by the chairman, the decisions of the Board were unanimous and no dissenting views have been expressed.
I further report that there are systems and processes in the company commensurate with the size and Operations of the company to monitor and ensure compliance generally with Applicable laws, rules, regulations and guidelines.
I further report that during the audit period there are no specific events/actions having a major bearing on the Company’s affairs.
T. Murugan Practicing Company Secretary
Date: 15.07.2019Membership no: A11923 Place: Chennai C.P No. 4393
40
Annexure - A
To The Members,
M/s. Rajendra Caterers & Confectioners Limited. 41/9, Medavakkam Main Road, Madipakkam, Chennai 600091.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records .The verification was done on the random test basis to ensure that that correct facts are reflected in secretarial records, we believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.
4. Whereever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of the management of corporate and other applicable laws, rules, regulations, standards is the responsibility of the management; our examination was limited to the verification of procedures on a random test basis.
6. The secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with the management has conducted the affairs of the company
Chennai T. Murugan 15.7.2019 Practicing Company Secretary
Membership no: A11923 C.P No. 4393
41
Annexure – B: Observations
1) COMPANIES ACT 2013:
a) The Company has appointed Internal Auditor as required under section 138 of the Companies Act 2013 read with rule 13 of the Companies (Accounts) Rules 2014 duly complying with the provisions of the Act and Rules relevant thereto.
b) The requirement of appointment of Independent Directors under section 149(3) read with rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 has been complied with.
c) 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 to appoint 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 was appointed as company secretary on 31st January, 2019 and removed on 27th April, 2019.
d) 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.
2) LISTING AGREEMENT:
a) The Company is yet tofile the share holding pattern as required under clause 35 of the Listing Agreement with BSE for thefourth quarter ended 31st March 2019.
b) The Company has entered fresh listing agreement consequent to the notification of SEBI (Listing Obligations and Disclosure) Regulations 2015 under 109(2) of the said regulations.
42
c) 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.
d) Regulation 33 SEBI (LODR) Regulation, 2015: The Company is yet to file quarterlyfinancialresults for the fourth quarter ended 31.03.2019.
e) Regulation 24 Schedule V(C) of SEBI (LODR) Regulations, 2015:
i. 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.
ii. As far as requirement for submission of Corporate Governance Report by virtue of the paid up share capital of the company and its net worth the company is exempted from the requirement compliance with corporate governance report by virtue of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 effective from 01.01.2016.
iii. Regulation 46 of SEBI (LODR) Regulations, 2015: The Company has an
operative Website www.ananthiss.com.
f) Regulation 40(9) of SEBI (LODR) Regulation, 2015: The company is yet to file the Practicing Company Secretary Certificate with the stock exchanges.
g) 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.
h) 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.
i) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
The Company is not required to submit any documents with respect to rule 19(1) and 19(2)(b) of Securities Contract(Regulation) Act 1956.
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j) 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 isyet to file for the fourth quarter ended 31.03.2019.
1. The Food Safety and Standards Act, 2006: The company has not complied with the provisions of The Food Safety and Standards Act, 2006
T. Murugan Practicing Company Secretary
Date:15.07.2019Membership no: A11923 Place: Chennai C.P No. 4393
44
Annexure-D
DISCLOSURE IN DIRECTORS’ REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014 1. The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year: No Directors were paid any remuneration, sitting fees and therefore computation of ratio of remuneration of each director for the financial year is not applicable.
2. The percentage increase in remuneration of each director, Chief Financial Officer and Company Secretary in the financial year: There is no increase in remuneration for any of the above category during the FY 2018 -19.
3. The percentage increase in the median remuneration of employees in the financial year:
Nil.
4. The number of permanent employees on rolls of Company as on 31.03.2019 was 02 Employees.
5. The explanation on the relationship between average increase in remuneration and
company performance: The turnover of the company vis-à-vis the earnings of the Company has increased. Considering this factor and also the cost of living and performance of the employees the remuneration has been increased.
6. Comparison of the remuneration of the Key Managerial Personnel against the
performance of the company: Nil.
7. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof any exceptional circumstances for increase in the managerial remuneration: Average increase in salaries
45
of employees other than the managerial personnel is Nil and the average increase in the managerial remuneration: The average increase in salaries of employees other than managerial personnel in 2018 -19 was NIL.
8. The key parameters for any variable component of remuneration availed by the Directors: NA.
9. The ratio of the remuneration of the highest paid director to that of the employees who
are not directors but received remuneration in excess of the highest paid director during the year: Nil.
10. If remuneration is as per the remuneration policy of the company: Yes.
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Annexure-E TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN Statement pursuant to Section 134 of the Companies Act, 2013 and read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Name of Employee
NIL
Designation Remuneration Received (Rs.) Nature of Employment Other Terms and Conditions Nature of Duties of Employee Qualification & Experience Date of Commencement of Employment Date of Cessation of Employment Age Last Employment Held Equity Shares held in the company
47
T MURUGAN, B.Sc, ACA., ACS M22 – E, Sri Subah Colony Company Secretary in PracticeMunusamy Road, K.K. Nagar,
Chennai – 600 078 Ph: 23661875, 9381035900
[email protected] [email protected]
____________________________________________________________________ E M DSDRFGD
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI(Listing
Obligations and Disclosure Requirements) Regulations, 2015)
To, The Members of Rajendra Caterers & Confectioners Limited, 41/9, Medavakkam Main Road, Madipakkam, Chennai 600091. I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Rajendra Caterers & Confectioners Limited having CIN L15100TN1992PLC023831 and having registered office at 41/9, Medavakkam Main Road, Madipakkam,Chennai – 600091 and (hereinafter referred to as ‘the Company’), produced
before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2019 have been debarred or disqualified from being appointed or
48
continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
S. No
Name of the Director DIN Date of appointment in Company
1. Mr. ThangarajRajasekar 01671407 17/11/1992 2. Mrs.AnanthiRaajasekar 02900438 31/03/2015 3. Mr.AnbalaganSivakumar 07853248 28/07/2017 4. Mr.AzhagarsamynaickerSubbaraj 07853250 28/07/2017 5. Mr.VijayaraghavanRangasamyNattery 07853252 28/07/2017
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Place: Chennai T. Murugan Date: 15.07.2019 Practicing Company Secretary
Membership no: A11923 C.P No. 4393
49
CERTIFICATION BY MANAGEMENT: I, the undersigned, in our respective capacities as Managing Director ofRAJENDRA CATERERS & CONFECTIONERS LIMITED (“the Company”) to the best of our
knowledge and belief certify that: a) We have reviewed financial statements and the cash flow statement for the year ended
March 31, 2019 and that to the best of our knowledge and belief, we state that:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
ii. these statements together present a true and fair view of the Company‟s affairs and
are in compliance with existing accounting standards, applicable laws and regulations.
b) We further state that to the best of our knowledge and belief, no transactions entered into
by the Company during the year, which are fraudulent, illegal or violative of the Company‟s code of conduct.
c) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee:
i. significant changes, if any, in internal control over financial reporting during the year;
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ii. significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
iii. instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company‟s internal control system over financial reporting.
For RAJENDRA CATERERS & CONFECTIONERS LIMITED
ThangarajRajasekar (DIN: 01671407)
Managing Director Place :Chennai Date: 15/07/2019
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Vijayaraghavan & Associates 51, Giri Road, Chartered Accountants T. Nagar, Chennai-600017
Ph: 91 – 44- 2834 0273/ 4212 1335 Fax: 91- 44 – 2834 5223
E- mail: [email protected] __________________________________________________________________________
Independent Auditor’s Report
To the Members of RAJENDRA CATERERS & CONFECTIONERS LIMITED
Report on the standalone Financial Statements
Opinion
We have audited the accompanying Standalone financial statements of which comprises the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Statement of changes in Equityiand the statement of cash flows for the year then ended ,and notes to the financial statements, including a summary of significant accounting policies and other explanatory information .
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act 2013 in the manner so required and give a true and fair view in conformity with the Indian accounting standards prescribed under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 and amended and other accounting principles generally accepted in India , of the state of affairs of the Company as at March 31, 2019, and loss and total comprehensive income and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
52
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit matters are those matters,that in our professional judgement, were of most significance in our Audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information other the Standalone financial statements and Auditor’s Report thereon
The Company’s Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Board’s Report
including Annexures to Board’s Report Management Discussion and Analysis, Report on Corporate Governance, Business Responsibility Report but does not include the Standalone financial statements and our Auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance thereon.
In connection with our audit of standalone financial statements our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or our knowledge obtained during the course of our Audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing
53
and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the company’s financial
reporting process
Auditor’s Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Report on other legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order, 2016 issued by the Central Government of India , We give in the annexure a statement of the matters specified in Section 143 (11) of the order
2) As required by section143(3) of the Act, we report that a) We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit.
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b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) in our opinion, the Balance sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to section 133 of the Companies Act, 2013.
e) on the basis of written representations received from the directors as on 31st March, 2019 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2019, from being appointed as directors in terms of Sub section (2) of section 164 of the Companies Act, 2013.
f) The Company does not have any branch offices
g) With respect to the adequacy of the Internal Financial Controls over Financial Reporting of the Company and the operating effectiveness of such controls, refer to our separate report “Annexure B’.
h) The books of accounts have been maintained properly and no such matters arose during the course of Audit which enables us for Qualification
i) No such matters came to light upon audit of financial transactions which may have an adverse effect on the functioning of the Company
j) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i) the company does not have any pending litigations which would impact its
financial position.
ii) The Company did not have any long term Contracts including derivative contracts for which there were any material foreseeable losses.
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iii) There were no amounts which were required to be transferred to the investor
education and protection fund by the company.
For VIJAYARAGHAVAN & Associates Chartered Accountants
P.B VIJAYARAGHAVAN
Partner Membership No:15103
Place: Chennai Firm RegNo: 005699S Date: 27.04.2019
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Annexure - A to Independent Auditor’s Report - 31st March 2019
1. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. As explained to me the physical verification of Fixed Assets on 31.03.2019 was conducted by the management during the year. In my opinion, the frequency of verification is reasonable. To the best of my knowledge, no material discrepancies have been noticed. And during the year under Audit, the Company has not disposed and of its Fixed Assets. The title deeds of immovable property are held in the name of the Company.
2. Since the Company has not purchased or sold goods during the year nor is there any opening stock, requirement of reporting on physical verification of stocks or maintenance of inventory records, in my opinion, does not arise.
3. The Company has not granted any Loans or Advances in the nature of Loans to parties covered in the Register maintained U/s 189 of the Companies Act’2013.
Hence, the question of reporting whether the terms and conditions of such loans are prejudicial to the interest of the Company.
4. The Company has an adequate internal control procedure commensurate with the size of the Company and its nature of business, and there are no major weaknesses in internal control.
5. The Company has not accepted any deposits from the public during the Financial Year under Audit.
6. The Company has an Internal Audit system commensurate with its size and nature of business.
7. Requirement of Maintenance of Cost records prescribed by the Central Government under the Companies Act, 2013 does not apply.
8. According to the information an explanations given to us and the records examined by us, the Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Investor Education and
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Protection Fund, Income Tax, Sales Tax, GST, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2019 for a period of more than six months from the date they become payable.
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
9. The Company has not obtained any loan from any Financial Institution or Bank and hence, details regarding default in repayment of dues do not arise.
10. The Company has not granted Loans and Advances on the basis of Security by way of pledge of shares, debentures and other securities.
11. The Company is not a Chit Fund Company and hence, details on these lines could not be given.
12. No managerial remuneration has been paid during the year and the provisions of Section 197 read with Schedule V of the act does not apply to the company.
13. The Company does not have related parties hence compliance with Section 177 and 188 of the act does not arise.
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14. The Company has not entered into any non- cash transactions with directors or persons connected with Directors. Accordingly clause (xiv) of para 3 of the order is not applicable to the company
15. The Company is not dealing or trading in shares, Securities, Debentures and other Investments.
16. The Company has not given any Guarantee for loans taken by others from Bank of Financial Institutions during the Financial Year under audit.
17. The Company has not taken and Term Loan during the Financial Year under audit.
18. The Company has not raised any funds on any Short –term or Long-term basis during the Financial Year under audit.
19. The Company has not made any preferential allotment of Shares during the financial year under audit.
20. The Company has not issued any debentures and hence, the question of creation of securities in respect of debentures does not arise.
21. The management has disclosed on the end use of money raised by public issues and the same has been verified, and the company has not raised any money by public issue during the year.
22. No fraud on or by the Company has been noticed or reported during the Financial Year under audit
23. The Company is not required to be registered under section 45-IA of the Reserve bank of India act 1934 accordingly clause (xvi) of the order are not applicable to the company.
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For VIJAYARAGHAVAN AND ASSOCIATES Chartered Accountants
Place: Chennai P.B. Vijayaraghavan Date: 27.04.2019 Partner
Membership No.: 15103 Firm Reg. No : 005699S
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Annexure - B to the Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of RAJENDRA CATERERS & CONFECTIONERS LIMITED as of 31 March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be
prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
61
of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls
Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
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For VIJAYARAGHAVAN & ASSOCIATES Chartered Accountants
P.B VIJAYARAGHAVAN PARTNER
Membership No : 15103 Place : Chennai Firm Reg. No :005699S Date :27.04.2019
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RAJENDRA CATERERS AND CONFECTIONERS LIMITED
Regd. Off: 41/9, Medawakam Main Road, Ganesh Nagar Madipakkam, Chennai-600091. CIN : L15100TN1992PLC023831
Tel: 044- 22478222 E-mail : [email protected] website: www.ananthiss.com
BALANCE SHEET AS AT 31st MARCH, 2019
Particulars Note No.
As at 31st March 2019
As at 31st March 2018
I. ASSETS (1) Non-Current Assets
(a) Property, Plant & Equipment 3 27,20,232
- (b) Intangible Assets - (c) Financial Assets -
(d) Deferred Tax Assets (Net) 4 1,88,968
14,412
Total non-current assets 29,09,200
14,412 (2) Current Assets
(a) Inventories 5 -
- (b) Financial Assets
(i) Trade receivables 6 -
42,009
(ii) Cash and cash equivalents 7 49,577
23,910
(iii) Loans and advances 8 0
-
(c) Other Current Assets 9 48,820
48,820 Total current assets 98,397 114,739
Total Assets 30,07,597 129,151
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II.EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 10 4,28,00,000
42,800,000 (b) Other Equity 11
Reserve & Surplus (4,38,90,556)
(42,973,144) Other reserve
Total equity (10,90,556)
(173,144) (2) Liabilities (a) Non-Current Liabilities
Deferred Tax Liabilities (Net) 4 98,564
98,564
Total non-current liabilities 98,564
98,564 (b) Current Liabilities (i) Financial Liabilities
Short-Term Borrowings 12 38,67,339
-
Trade Payables 13 84,750
138,750
Other current liabilities 14 47,500
55,750
(ii) Provision 15 -
9,231
Total current liabilities 39,99,589
203,731
Total Equity and Liabilities 30,07,597
129,151
NOTES TO ACCOUNTS 1 to 19 Notes referred to above and attached there to form an integral part of the financial statements As per our report of even date VIJAYARAGHAVAN & ASSOCIATES
For and on behalf of the Board of Directors RAJENDRA CATERERS & CONFECTIONERS LTD
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Chartered Accountants
Firm Registration No.005699S
P B Vijayaraghavan T.N.T Raajasekar R. Ananthi Membership No. : 015103 Managing Director Director Place : Chennai DIN: 01671407 DIN: 02900438 Date : 27.04.2019
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RAJENDRA CATERERS AND CONFECTIONERS LIMITED
Regd. Off: 41/9, Medawakam Main Road, Ganesh Nagar Madipakkam, Chennai-600091. CIN : L15100TN1992PLC023831
Tel: 044- 22478222 E-mail : [email protected] website: www.ananthiss.com
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31st MARCH, 2019
All amount in Indian Rupees
Sr. No. Particulars
Note No.
31st March 2019
31st March 2018
I INCOME
Revenue from operations 16 31,45,000
2,471,300
Other Income - -
Deferred Tax (Asset) 1,74,556 -
Total revenue 33,19,556 2,471,300
II EXPENSES
Cost of materials consumed 17 28,21,580
745,424
Employee benefit expense 18 2,66,000
218,500
Financial costs -
-
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Depreciation and amortization expense 3 1,74,556 -
Other Administrative expenses 19 9,74,832 1,471,528
Total expenses 42,36,968
2,435,452
III
Profit/(Loss) before exceptional items and tax -9,17,412 35,848
IV Exceptional items -
V Profit/(Loss) before tax -9,17,412
35,848
VI Income Tax expense:
(1) Current tax 9,231
(2) MAT Credit
(3) Deferred tax -
VII Profit/(Loss) for the period -9,17,412 26,617
VIII Other comprehensive income
Items that will not be reclassified to profit or loss
Income tax relating to these items
Other comprehensive income for the period, net of tax
IX Total Other Comprehensive Income -9,17,412 26,617
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X Earning per equity share:
(1) Basic -0.2143 0.0062
(2) Diluted -0.2143 0.0062
NOTES TO ACCOUNTS 1 to 19
Notes referred to above and attached there to form an integral part of the financial statements
For and on behalf ofFor and on behalf of the Board of Directors Vijayaraghavan&AssociatesRAJENDRACATERERS&CONFECTIONERS LTD Chartered Accountants Firm Registration No. 005699S
P B Vijayaraghavan T.N.T Raajasekar R. Ananthi Membership No. : 015103 Managing Director Director
DIN: 01671407 DIN: 02900438
Place : Chennai Date : 27.04.2019
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RAJENDRA CATERERS & CONFECTIONERS LIMITED
Notes Forming Integral Part of the Balance Sheet as at 31st March, 2019
Note : 10 Share Capital
A. Authorised, issued, Subscribed & Paid up Capital
Sr. No
Particulars As at 31st
March 2019 As at 31st March
2018
1 AUTHORISED CAPITAL
50, 00,000 Equity Shares of Rs. 10/- each. 5,00,00,000 5,00,00,000
5,00,00,000 5,00,00,000
2 ISSUED , SUBSCRIBED & PAID UP CAPITAL
42,80,000 Equity Shares of Rs. 10/- each, FullyPaid up Share capital 42,800,000 42,800,000
Total in 42,800,000 42,800,000
Particulars
As at 31st March 2019 As at 31st March 2018
Number (In Rs) Number (In Rs)
Authorised
Equity Share Capital
50,00,000 Equity Shares of Rs. 10/- each 50,00,000 5,00,00,000 50,00,000 5,00,00,000
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Issued Subscribed & Paid up
42,80,000 Equity Shares of Rs. 10/- each, Fully 42,80,000 4,28,00,000 42,80,000 4,28,00,000
Total - Equity Share Capital 42,80,000 4,28,00,000 42,80,000 4,28,00,000
B. Reconciliation of the number of Equity shares outstanding at the beginning and at the end of thereporting year is as given below:
Particulars
As at 31st March 2019 As at 31st March 2018
Number (In Rs.) Number (In Rs.)
Equity Shares outstanding at the beginning of the year 4,280,000
42,800,000
4,280,000 42,800,000
Equity Shares Issued during the year -
- - -
Equity Shares outstanding at the end of the year
4,280,000 42,800,000 4,280,000 42,800,000
C. Terms/Rights attached to the equity shares
The Company has only one class of equity shares having par value of Rs. 10/- each. Each Equity holder is entitled to one vote per share and has a right to receive dividend as recommended by Board of Directors subject to the necessary approval from the shareholders.
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The Board of Directors has not recommended any dividend for the financial year.
D. Shares held by holding/ultimate holding Company and/or their subsidiaries/associates - NIL
E.
Equity Shareholder having more than 5 Per cent of equity shares along with the number of equity shares held atbeginning and at end of year is as given below:
Sr. No
Name of Equity Shareholder
As at 31st March 2019 As at 31st March 2018
Number % Number %
a T.N.T Raajasekar 665,000 15.54% 665,000 15.54%
b R. Ananthi 737,300 17.23% 737,300 17.23%
Total 1,402,300 32.77% 1,402,300 32.77%
There are no Securities Convertible into equity shares issued
Note : 11 Other equity
Reserve & Surplus
Sr. No
Particulars As at 31st
March 2019 As at 31st
March 2018
a Opening Balance
(4,29,73,144)
(4,29,99,761)
Add: Net Profit/Loss for the current period (9,17,412) (26,617)
Closing Balance (4,38,90,556) (4,29,73,144)
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Note : 4 Deferred Tax (Net)
Sr. No
Particulars As at 31st March
2019 As at 31st March
2018
a Deferred tax liability
On account of fixed assets &
Preliminary Expenses 98,564 98,564
b Deferred tax assets
On account of fixed assets 1,88,968 14,412
2,87,532 1,12,976
Note : 12 Short-Term Borrowings
Sr. No
Particulars As at 31st March
2019 As at 31st March
2018
a Advance For Property 38,67,339 -
Total in 38,67,339 -
Note : 13 Trade Payables
Sr. No
Particulars As at 31st March
2019 As at 31st March
2018
a Trade payables 84,750 1,38,750
Total in 84,750 1,38,750
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Note : 14 Other Current Liabilities
Sr. No
Particulars As at 31st March
2019 As at 31st March
2018
a Audit fees Payable 29,500 37,750
b Rental Advance Received 18,000 18,000
Total in 47,500 55,750
Note : 15 Provisions
Sr. No
Particulars As at 31st March
2019 As at 31st March
2018
a Provision For Tax - 38,602
Total in - 38,602
Note : 5 Inventories
Sr. No
Particulars As at 31st March 2019
As at 31st March 2018
a Land 0 0
b Stock of Materials - Flats 0 0
Total in 0 0
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Note : 6 Trade Receivables
Sr. No
Particulars As at 31st March 2019
As at 31st March 2018
a Project Management Solutions 0 42,009
Total in - 42,009
Note : 7 Cash and Cash Equivalents
Sr. No
Particulars As at 31st March 2019
As at 31st March 2018
a Cash Balance 42,191 21,391
b Syndicate Bank 7,386 2,519
Total in 49,577 23,910
Note : 8 Short term Loans & Advances
Sr. No Particulars
As at 31st March 2019
As at 31st March 2018
a Others (unsecured, considered good) 0 0
Total in 0 0
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Note : 9 Other current assets
Sr. No
Particulars As at 31st March 2019
As at 31st March 2018
a Rental Deposits 30,000 30,000
b TDS Receivable 18,820 18,820
Total in 48,820 48,820
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Notes Forming Integral Part of the Balance Sheet as at 31st March, 2019
Note:3 - Property, Plant & Equipment
A. Tangible Assets
Particulars
Gross Block
Depreciation Net Block
01.04.18
Additio
n during
the year
Deduction during the year
31.03.19
Accumulat
ed Depreciati
on
Addit
ion during the year
Deduction during the year
31.03.
19 31.03.19
31.03.2018
Buildings Nil 28,94,788 - 28,94,788 Nil 174,55
6 -
174,556
27,20,232
Nil
TOTAL (Current
Year) Nil 28,94,788 - 28,94,788 Nil
174,556 -
174,556
2,720,232 Nil
Note: Property with Gross value (Gross Block) of Rs. 48,29,258/- has been shown as sold/disposed off during the year 2017-18. It is found out that the property’s Possession is
handed over to a third party and no proper sale deed has been executed.
The accumulated depreciation upto 31.03.2017 is 17,48,713/-
During the year ending 31.03.2018 depreciation provided for Rs. 1,85,757.
During the year, depreciation to the extent of Rs. 1,74,556/- has been provided.
Ultimately due to the reason that the property vests with the company, the value of Rs. 28,94,788/- has been shown as addition during the year 2018-19.
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RAJENDRA CATERERS & CONFECTIONERS LIMITED
Notes Forming Part of the Profit & Loss Accounts as at 31st March, 2019
Note : 16 Revenue from Operations ` `
Sr. No Particulars As at 31st March
2019 As at 31st March
2018
a Catering Income 31,45,000 24,71,300
Total 31,45,000 24,71,300
Note : Other Income ` `
Sr. No Particulars As at 31st March
2019 As at 31st March
2018
a Miscellaneous Income - -
Total - -
Note : 17 Cost of Materials consumed ` `
Sr. No Particulars As at 31st March
2019 As at 31st March
2018
a Catering charges 26,72,700 4,68,466
b Food, Milk & Provisions items 96,080 1,08,742
c Event Organisationcost 52,800 1,68,216
Total 28,21,580 7,45,424
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Note :18 Employee Benefit Expenses ` `
Sr. No Particulars As at 31st March
2019 As at 31st March
2018
a Salaries & Wages 2,66,000 2,18,500
b Director Remunerations - -
c Staff Welfare expenses - -
Total 2,66,000 2,18,500
Note : 19 Other Administrative Costs ` `
Sr. No Particulars As at 31st March
2019 As at 31st March
2018
a Admin Expenses 38,100 24,048
b Audit Fees 29,500 23,600
c Telephone Expenses 12,546 23,433
d Share transfer & Listing fees 33,406 56,520
e Office Maintenance 23,267 20,398
f Legal charges 50,000 1,50,000
g Travelling & Conveyances 42,350 13,385
h Electricity charges 23,105 10,213
i Professional charges 96,200 1,41,900
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j Printing & Stationery expenses 49,500 58,500
k Advertisement & Marketing 20,858 21,358
l Listing Fees 0 8,30,171
m Rent 30,000 30,000
n Repairs & Maintenances - -
o Bank charges 569 1,594
p Postage & Courier 66,908
66,408
q Rates & Taxes 4,58,523 0
Total 9,74,832 14,71,528
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RAJENDRA CATERERS AND CONFECTIONERS LIMITED
41/9, Medawakam Main Road, Ganesh Nagar Madipakkam, Chennai-600091
CASH FLOW STATEMENT for the year ended 31st MARCH 2019
Particulars
For the year ended
31-March-2019
For the year ended
31-March-2018
A Cash flow from operating activities
Net profit before tax -9,17,412 35,848
Adjustments for :
Depreciation & amortization
1,74,556 0
Deferred Tax Asset (1,74,556)
Operating Profit Before Working Capital Changes -9,17,412 35,848
Adjustments arising from working capital changes:
(Increase) / Decrease in inventories - 55,00,000
(Increase) / Decrease in trade receivables 42,009 -42,009
(Increase) / Decrease in other current assets 0 52,914
Increase/(Decrease) in trade payables -54,000 -10,100,303
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Increase/( Decrease) in provision -9,231 9,231
Increase /(Decrease) in current liabilities and provisions -8,250 13,600
Cash (used in)/Generated From Operations -9,46,884 -45,30,719
Less: Income taxes paid (net of refunds) - 9,231
Net Cash flow from operating activities -9,46,884 -45,39,950
B Cash flow from investing activities :
Purchase of Fixed Assets -28,94,788
Proceeds from disposal of fixed assets 0 30,80,545
Net cash used in investing activities
-28,94,788
30,80,545
C Cash flow from financing activities :
Increase in share capital Nil Nil
(Increase)/ Decrease in long term loans and advances - 93,48,024
Increase/ (Decrease) in borrowings 38,67,339 -79,00,000
Net cash used in financing activities 38,67,339 14,48,024
D Net increase in cash and cash equivalents
(A+B+C) 25,667 -11,381
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Cash and cash equivalents at the beginning of the year 23,910 35,291
Cash and cash equivalents at end of year 49,577 23,910
Significant accounting policies
The notes referred to above form an integral part of the financial statements
As per our report of even date For and on behalf of the Board of Directors
VIJAYARAGHAVAN & ASSOCIATESRAJENDRA CATERERS & CONFECTIONERS LTD Chartered Accountants Firm Registration No. 005699S
P B Vijayaraghavan T.N.T Raajasekar R. Ananthi Membership No. : 015103
Managing Director Director DIN: 01671407 DIN:02900438
Place : Chennai Date : 27.04.2019
83
Notes forming part of the Financial Statements
Corporate information
Rajendra Caterers &Confectioners Limited is a public limited company domiciled in India and incorporated under theprovisions of the Companies Act, 1956 and has its registered office in Chennai. The Company is engaged in the business of constructions, catering, outdoor events management, food & beverages. The name of the company has been changed from Ananthi Constructions Limited to Rajendra Caterers & Confectioners Limited with effect from July 3, 2017 1. Basis of preparation of financial statements
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act 2016, and companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value or revalued amount:
a) Derivative financial instruments b) Certain financial assets and liabilities measured at fair value
2. SIGNIFICANT ACCOUNTING POLICIES
i) Use of Estimates
The Preparation of financial statements requires management to make estimates and assumptions to affect the reported amount of assets liabilities revenues and expenses and disclosure of contingent liabilities during the period in which the results are known / materialized
ii) Fair value measurement The Company has applied the fair value measurement wherever necessitated at each reporting period
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumptionthat the transaction to sell the asset or transfer the liability takes place either:
i. In the principal market for the asset or liability;
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ii. In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company
iii) Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation andaccumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipmentand borrowing costs of a qualifying asset, if the recognition criteria are met. When significant parts of plant andequipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.Gains or losses arising from derecognition of property, plant and equipment are measured as the differencebetween the net disposal proceeds and the carrying amount of the asset and are recognized in the statement ofprofit and loss when the asset is derecognized.
Depreciation on plant, property and equipment is not provided for the period. The identified components are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
iv) Revenue Recognition
Revenue is recognized to the extent that it isprobable that economic benefits will flow to theCompany and revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable. Revenue from catering contracts priced on a time and material basis are recognised when services are delivered and rendered and related costs are incurred.Expenses and Income considered payable and receivable respectively are accounting for on accrual & time basis
v) Inventories
The Stock of Land Building and other materials are valued at either cost or net realizable value whichever is less. All kinds of stock are reviewed by the management at the end of the each year to determine fall in values if any based on expected future reliability of such stocks
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vi) Impairment
The company reviews and assesses the carrying values of all assets for any possible impairment at each balance sheet date. An impairment loss is recognized when carrying an amount of asset exceeds its recoverable amount the recoverable value is higher of the assets net selling prices and value in use.
vii) Advances
All Advances are reviewed by the management periodically, considering the fact of each case to determine the recoverability etc., certain advances are subject to confirmation
viii) Provisions Contingent Liabilities and Assets
Provisions involving substantial degree of estimation in measurement or recognized when there is a present obligation as a result of past events and that there will be an outflow of resources. Contingent assets are not recognized but are disclosed in notes. Contingent assets are neither nor disclosed in the financial statement. Contingent Liabilities: Nil
However a case against the company under Chit Fund Act gone against the company with Chit fund arbitration for Rs.35 Lakhs principal demand whoever the company preferred an appeal with appropriate authority which the management fells the same is maintainable as advised by legal experts.
ix) Related Party Transactions :
In accordance with the requirement of As-18 Related Party Disclosure issued by the ICAI the details of related party transactions are given below.
x) There are no due to any creditors consisting suppliers “within the meaning of
section 2(n) of the Micro, Small and Medium Enterprisers Development Act, 2006.
xi) Segment Information:As the company is involved only in one segment, being
catering, no segment information is provided.
xii) Taxes
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Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Company operates and generates taxable income. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate Deferred Tax Deferred tax represents the effect of timing difference between the taxable income and accounting Income for the reporting period that originate in one period and capable of reversal in one or more subsequent periods. The deferred tax assets is recognised and carried forward only to the extent there is a reasonable certainty that the assets will be realized in future. However provision is made for deferred tax liability asset considering reasonable certainty of their realization in future.
xiii) Foreign Exchange/ Outgo : Nil
xiv) The company has received a demand notice for Minimum Alternative tax relating to the Assessment year 2005-2006 for RS.119557 during March 2009 which was pending as on 31.03.2019.
The following demands raised by the IT department are not provided in the books of accounts as the company is disputing the same before the concerned authorities. Assessment Year Demand Amount Rs. 1996-97 9,36,143 2000-01 1,902 2001-02 4,696
xv) Earnings per share (Basic and Diluted) as under.
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Particulars March 2019 Rs.
March 2018 Rs.
Net Profit/(Loss) after Tax
(9,17,412)
26,617
Weighted Average Number of Equity shares
42,80,000
42,80,000
Earnings per Share ( Basic Diluted)
0.21
0.01
Face Value Per share
10
10
xvi) Retirement Benefits
As explained the company is not statutorily covered under PF and ESI Laws. No provision is made is towards gradually as none of the employees has completed 5 years of Service.
xvii) Previous year’s figures have been regrouped/ reclassified wherever necessary.
For and behalf of the Board of Directors For Rajendra Caterers & Confectioners LimitedForVijayaraghavan& Associates Chartered Accountants Managing Director Director Partner Place: Chennai Membership No: 015103 Date: 27.04.2019 Registration No: 005699S
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MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management of RAJENDRA CATERERS AND CONFECTIONERS LIMITED presents the Industry Overview, Opportunities and Threats, Initiatives by the Company and overall strategy of the company for the year 2018-19 and its outlook for the future. This outlook is based on an assessment of the current business environment. It may vary due to future economic and other developments. This Management Discussion and Analysis statement of the Annual Report has been included in adherence to the spirit enunciated in the Corporate Governance approved by the Securities and Exchange Board of India. Over view of the Business of the Company 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 on 30/08/2016, 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 03/07/2017 and 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. The Company proposed to have tie up with marriage hall and event management organizations. At present, Directors of the Company are putting their best efforts to increase the revenue and profitability. Directors of the Company would set up a Marketing Committee comprising of good professionals with wide experience. Opportunities: The directors are of the opinion that the new business model has got enormous potential particularly in a rapidly urbanizing state like Tamilnadu and other southern states.
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Wedding catering: We had a wonderful experience for services. We offer customized menus for all events starting from the Grahshanti, Mehndi, Sangeet, to the main Ceremony and Reception. Let we act as your one stop shop where we meet every need you may have for food before and during your big day! Home of premium Indian Sweets and Snacks, we can also provide decorative wedding favors, welcome bags, or mithai boxes for your event. Corporate Catering: Corporate Caterers is a full service off-premise catering company serving both families and businesses throughout Connecticut. we have specialized in offering 91 quality meals prepared from scratch using fresh local ingredients at reasonable prices. We offer everything you need from simple delivery and set-up of your order to staffing your event with bartenders & servers. Banquet Captains are also always available to make your event run smoothly. Rental of everything including linens, tables & chairs, china, and flatware is also available to add that special touch to your event. Industrial Catering: Providing meals for employees for special events, training sessions, strategic planning meetings, and other gatherings is usually expected by those planning on being in attendance. Furthermore, providing facilities as well as meal options for breakfast and/or lunch on site at larger complexes where leaving for a meal break is considerably difficult for employees has also become necessary. Institutional Catering: Our complete Institutional Catering solutions include various meal services in the form of buffet / packed meals. The menus are designed keeping in mind the client profile. We have over 30 satisfied customers, to whom we deliver multiple meals in their various offices and locations. Our esteemed clientele are number places Outdoor Events: We explore all avenues of catering services to serve our clients. We cater to outdoor events such as corporate lunches, formal dinners and theme parties for our clientele. Special catering arrangements are made for Chartered Trains. We provide high quality food with prompt and attentive service has earned us a reputation that we are proud of. Our
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professional catering team possesses well trained chefs who provide you with delicious VEG & NON - VEG cuisines. Delicious Celebrations cakes from "Baker's Code, ice creams and Kulfi from snowfield &Kulfi zone Our live cooking set up with variety Tandoori kebabs, Tawa kebabs, Hot Roti & Nan breads besides south Indian delicacies like Dosa, Snacks etc. to satiate your taste buds at your place Event Catering: We pride and commit ourselves to bring excellence, high quality food and professional service to every event. Our progressive and perfectionist attitude stands us apart from all other catering event companies and is what gives each event our special Events signature. Expand your palate with each new flavor. Be amazed at how seamlessly the courses flow. And inspired by the thoughtfully orchestrated colors, textures and lighting throughout the room. Lose yourself in moment after moment created just for you. Birthday Party: We are offering quick catering solution to Birthday Party Catering Services for more multiple hospitality experiences years on a rows. We arrange the parties according to your required needs and we are ready to offer you with tailoring menu options for wide range of variety tastes for your birthday occasions. We can customize a party that's easy for mom and a blast for the kids. We handle all the details including invitations, set up, and clean up. You just bring the cake and the kids Threats: 1. In catering business, everyday isn‟t Christmas. There would be times or even periods
when there would be no jobs and basically nothing to do. Catering business is sometimes seasonal.
2. To be successful as a caterer, we need to get adequate training and this may cost us a lot of time and money. The food industry is continually evolving and a lot of new 92 dishes and recipes are being introduced and we would have to learn these things so as to keep up with the pace.
3. As a caterer, we would have to deal with different individuals and no two people are the
same. Our clients would have different characters and what would appeal to client.
4. Finding capable hands to work with us in the business, people who share our vision and zeal could sometimes be difficult and when we eventually get them, some of them take-off after few months to search for greener pasture
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Segmental Analysis: Your company operates only in one segment i.e., services relating to catering, hospitality and event management activities. Internal Controls and their Adequacy: 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. Cautionary Statement: Statements in this Directors‟ 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
For RAJENDRA CATERERS & CONFECTIONERS LIMITED
ThangarajRajasekarAnanthiRaajasekar Managing Director Director DIN: 01671407DIN:02900438 Date: 15/07/2019 Place: Chennai
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PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies Management and Administration) Rules, 2014]
27th ANNUAL GENERAL MEETING
Name of the Member(s) Registered Address E-Mail ID : Folio No./Client ID : DP ID :
I/We being the member(s) of RAJENDRA CATERERS & CONFECTIONERS LIMITED having shares of __________________ hereby appoint: 1. Name:_______________________Address_____________________________________________ E-Mail Id___________________________________________Signature________________________ 2. Name:_______________________Address_____________________________________________ E-Mail Id___________________________________________Signature________________________ 3. Name:_______________________Address_____________________________________________ E-Mail Id___________________________________________Signature________________________ As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27thAnnual General Meeting of the Company, to be held on Monday, September 30, 2019 at 11.00 a.m. at the Registered office of the Company at 41/9, Medavakkam Main Road, Madipakkam, Chennai, 600091, Tamilnadu, Indiaand at any adjournment thereof in respect of such resolutions as are indicated below.
Resolution No Proposed Resolution
Ordinary Business
1 To consider and adopt the audited financial statement of the Company for the financial year ended 31st March 2019, the reports of the Board of Directors and Auditors thereon
2 To appoint a Director in place of Smt. TNT Rajasekar (DIN:01671407) who retires by rotation and being eligible, offer himself for re-appointment
3 To appoint of M/s.Uppiliappan V & Co , Chartered Accountants as the Statutory Auditor of the Company
Signed this____________ day of ___________2019
Affix Revenue Stamp not less
than Rs.1/- Signature of the shareholder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company not less than 48 hours before commencement of the meeting.
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ATTENDANCE SLIP
27th ANNUAL GENERAL MEETING Regd.Folio No./DPID & Client ID
No.of Shares
Name of the Member(s)
Name of the Proxy
I/we hereby record my/our presence at the 27thAnnual General Meeting of the Company, to be held onMonday, September 30, 2019 at 11.00 a.m. at the Registered office of the Company at 41/9, Medavakkam Main Road, Madipakkam, Chennai, 600091, Tamilnadu, India
Member/Proxy Signature Note : 1. Member/proxy wishing to attend the meeting must bring the attendance slip at the meeting
and hand over at the verification counter at the Meeting Hall duly filled and singed. 2. Member/proxy attending the meeting shall bring their copy of the Annual Report for
reference at the meeting.
ELECTRONIC VOTING PARTICULARS
EVSN
(Electronic Voting User ID Password Sequence Number)
Folio No. / DP Client ID Use your existing password or enter your PAN/Bank A/C No. Date of Birth
Note: Please refer the details and instructions in the notice of the 27thAnnual General Meeting. The Voting period starts from Friday, 27th day of Septmeber 2019 at 10.00 a.m. and ends on Sunday 29th Day of September, 2019 at 5.00 p.m, The Voting module shall be disabled by CDSL for voting thereafter.
94
Book - Post
To Thiru / Thirumathi.............................................................
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If it's not delivered, please return to: RAJENDRA CATERERS & CONFECTIONERS LIMITED (Formerly known as ANANTHI CONSTRUCTIONS LIMITED) Regd Off: 41/9, Medavakkam Main Road, Madipakkam, Chennai, 600091, Tamilnadu, India
