DIRECTORS' REPORT Dear Member, Your directors have pleasure in presenting their 22nd Annual Report on the Audited Financial Statement of the Company for the financial year ended March 31, 2015. PRINCIPAL ACTIVITY The principal activity of the Company is 'Financing and Securities Trading'. It also operates in the Infrastructure segment. There have been no significant changes in the nature of the principal activities during the financial year. The Company is trying to make the optimum use of the place so available. BUSINESS REVIEW, RESULTS AND PERFORMANCE BUSINESS REVIEW Your company has a great presence in real estate segment in Boisar. The Company has witnessed significant growth in both operating revenues and margins during this year in spite of sluggish economic conditions. Your Company is positioned well for the future on account of its financial strength and proven business strategy that has helped your company to succeed in strong and weak economic environment and most importantly a dedicated and well trained team of people working together to achieve company's business goals. FINANCIAL SNAPSHOT The Company has recorded a total income of Rs. 4,34,02,270/- as against Rs.5,30,50,733/- in the previous year, registering a decline of 18.18%. Total Income comprises of income from operations and other operating and trading income. Income from operations includes income from Construction and Infrastructure segments of Rs. 3,71,80,000 and Other Operating and Trading income of Rs..62,22,270 On the other hand, the profit after tax was higher by 37.38% compared with the previous year due to cost cutting in other expenditure of the company. The profit after tax for the year under review was Rs. 61,71,744/- as against Rs. 44,92,260/- in the previous year. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2014-15 and the date of this report. DIVIDEND The Board of Directors have recommended no dividend for the year ended 31st March, 2015.(No dividend was proposed for previous financial year 2013-14 FUTURE DEVELOPMENTS The Company's main focus is to complete existing projects on hand and make opportunistic investments in new real estate projects. The Company also plans to venture into new commercial projects and to diversify its real estate business operations into Service Sector as well. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. SHARE CAPITAL: There were no changes in share capital of the Company during the period under review. DEPOSITS: The Company has not entered into any transactions falling under the ambit of Chapter V of the Companies Act, 2013. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES: The Company does not have any Subsidiaries/Associates/Joint Ventures as on date. BOARD AND BOARD COMMITTEES: The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report. NUMBER OF MEETINGS OF THE BOARD: A calendar of meeting is prepared and circulated in advance. During the year under review, Five meeting of the board of Directors were conveyed. The details of which are given in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTOR: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, performance of Individual Directors and the working of its Committees. The Director made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES: The Company had adopted a Whistle Blower Policy ("the Policy") as required under Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy has been formulated with a view to provide a mechanism for directors and employees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Company in case of any concern. The Whistle Blower Policy may be accessed on the Company's website at the link: www.randergroup.com PARTICULARS OF EMPLOYEES: During the year under review, there are no employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31, 2015 and of the profit and loss of the company for financial year ended March 31, 2015; proper and sufficient care has been taken 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; the annual accounts have been prepared on a 'going concern' basis; Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE: In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Annual Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the financial year 2014-15, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sarwan Kumar Baldwa, Mr. Ashok Kumar Agarwal and Mr. Rajkumar Dhoot were appointed as Independent Directors on the Board of Directors of your Company at 21st AGM of your Company held on September 30, 2014 to hold office upto 5 (five) consecutive years up to March 31, 2019. Further, during the year the company has received consents from Mr. Arup Chattaraj, as Executive Director and Mrs. Bhagyashree Patil and Mr. Sudeb Sarbadhikary as Independent Directors to be appointed on Board. Accordingly, Mr. Arup Chattaraj, Mrs. BhagJyashree Patil and Mr. Sudeb Sarbadhikary were appointed as an Additional Directors of your Company by the Board at their meeting held on November 10, 2015. Further, Mr. Amit Kumar Rander, Mr. Rajkumar Dhoot and Mr. Ashok Kumar Agrawal have tendered their resignation from the post of director w.e.f. November 01, 2014 and the same was accepted by Board ofDirectors at meeting held on November 10, 2014. DECLARATION OF INDEPENDENCE: Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONAL AND PARTICULARS OF EMPLOYEES: Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A". AUDITORS M/s. Ishwarlal & Co., Chartered Accountants, Statutory Auditor of the Company, hold office until the conclusion of the ensuing Annual General Meeting of the Company. The Auditor has confirmed to the Company that their re-appointment, if made, would be within the prescribed limits under Section 139 of the CompaniesAct, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141(3)(g) of the saidAct. The Notes to the Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comment. SECRETARIALAUDITOR: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Martinho Ferrao and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report. RELATED PARTY TRANSACTIONS: The company has not entered into any transactions falling under the purview of section 188 of the Companies Act, 2013. Accordingly the company was not required to obtain any approval(s) from requisite authority(ies). The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.randergroup.com LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED: Details of Loans, Guarantees, Securities and Investments are given in the notes to the Financial Statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO: Your Company is a Non-Banking Finance Company. The disclosure of information relating to conservation of energy and technology absorption are therefore not applicable to your company. There were no foreign exchange earnings or outgo for your Company during the year. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. EMPLOYEE RELATIONS: The Directors are happy to state that the relations between the Company and its Employee remained cordial throughout the year. SIGNIFICANT /MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Details relating to deposits covered under V the Companies Act, 2013. Issue of equity shares with differential right as to dividend, voting or otherwise. Issue of Shares (Including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. The managing director receives a remuneration as detailed in the annexure below. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and the Company's operation in future. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT: The Board of Directors of your Company wishes to express gratitude for the cooperation, guidance and support received from the Ministry of Finance, various other Ministries and Departments of the Government of India, Securities and Exchange Board of India, the Reserve Bank of India, other regulatory bodies and State Governments. The Board of Directors also acknowledges the continue cooperation received from all overseas correspondent banks and other members of the banking fraternity. The Board of Directors would like to sincerely thank Banks, Financial Institutions and other investors and shareholders for their continued support. The Directors of your Company place on record their appreciation of the dedicated and sincere service rendered by the officers and staff at all levels. For and or behalf of the Board Amarchand Rander (Chairman and Managing Director) Date: 29th May, 2015 Place:Mumbai |