Directors Report of Rander Corporation Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 31^st Annual Report on the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

Financial Performance			(Rupees in lakhs)
Particulars	Year Ended		Year Ended
	31-Mar-24		31-Mar-23
Total income	398.86		348.72
Expenditure (including depreciation)	153.67		260.70
Profit / (Loss) before taxation		245.18	88.02
Tax Expenses:
Current Tax		59.67	22. 31
Deferred Tax		-	-0.02
Profit/ (Loss) after tax	185.51		65.74
Earnings per equity share (Face Value Rs. 10/-each) Basic
	1.5		0.53
Diluted	1.5		0.53

PRINCIPAL ACTIVITY

There has been no change in the nature of business of the Company. 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 resources so available.

BUSINESS REVIEW

Your company has a great presence in the real estate segment in Boisar. Despite the post pandemic slowdown, your Company has witnessed a significant growth in operating revenues and margins during this year. Your Company is positioned well for the future on account of its financial strength and proven business strategy that has helped it 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 HIGHLIGHTS

The Company has recorded a total income of Rs. 398.86 lacs as against Rs. 348.72 lacs in the previous year. The profit after tax for the year under review was Rs. 185.51 lacs as against Rs. 96.76 lacs 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 2023-24 and the date of this report.

The Financial Statements of the Company for the F.Y. 2023-24 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Companies Act, 2013 (“the Act”). In accordance with the provisions contained in Section 136 of the Act, the Annual Report of the Company, containing therein its Notice of the Annual General Meeting, Standalone Financial Statements, notes to accounts, cash flow statements, Report of the Auditor’s and Board of Directors thereon are available on the website of the Company at [e-mail]. Further, a detailed analysis of Company’s performance is included in the Management Discussion and Analysis Report (“MDAR”), which forms part of this Annual report.

RESERVES

The Company does not propose to carry any amount to general reserves. The closing balance of the retained earnings of the Company for F.Y. 2023-24, after all appropriation and adjustments, was Rs. 1047.55 lakhs.

DIVIDEND

Based on the Company’s financial performance for the year 2023-24 and in order to conserve resources to face the challenges and the contingencies in future, the Board of Directors have not recommended any dividend on equity shares for the financial year 2023-24.

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

During the year under review, there have been no changes in share capital of the Company. The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 12,33,70,000/- (Rupees Twelve Crores Thirty-Three Lakhs Seventy Thousand Only) divided into 1,23,37,000 Equity Shares of Rs. 10 each. Further, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has;

- not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014;

- not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014;

- not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

DEPOSITS

The Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES:

The Company does not have any Subsidiaries/Associates/Joint Ventures as on date.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year, the applicable accounting standard had been followed along with proper explanation relating to material departures.

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the accounts for the financial year on a going concern basis.

e) 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.

f) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL’S

Your Company’s Board comprises of mix of executive and non-executive directors with considerable experience and expertise in various fields and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report. The list of Directors & Key Managerial Personnel’s of the Company as on March 31, 2024 are as follows:

1. Mr. Rohan Rander (DIN: 06583489), Executive Director

2. Mr. Sarwankumar Ratanlal Baldwa (DIN: 00431714), Non-Executive Independent Director

3. Mr. Jitesh Ramlal Rander (DIN: 02739297), Non-Executive Independent Director

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

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

6. Mr. Amarchand Rander (DIN: 00422567), Chief Executive Officer (KMP)

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

8. Ms. Sangeeta Sanjog Kabra - Company Secretary and Compliance officer

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL’S

During the year under review, Ms. Sangeeta Sanjog Kabra appointed as a Company Secretary and Compliance officer of the Company w.e.f. April 24, 2023. Further, post financial year, following changes took place in the composition of Board;

1. Mr. Sarwankumar Baldwa ceased to be an Independent Director of the Company w.e.f. closure of business hours of April 30, 2024, due to completion of his Second Term;

2. Mr. Jitesh Rander and Mrs. Bhagyashree Patil resigned from the post of independent directorship of the Company w.e.f. closure of business hours of April 30, 2024 citing personal reason and commitment;

3. Mr. Vishal Patil (DIN: 10580038), Ms. Priyanka Patil (DIN: 10578775) and Mr. Ravi Kumar Periwal (DIN: 07241859) were appointed as Independent Directors of the Company w.e.f. May 01, 2024; and

4. Mr. AmitKumar Rander (DIN: 05311426) is appointed an Executive Director of the Company w.e.f. May 01, 2024 and designated as Chairman of the Board w.e.f. May 30, 2024.

As on March 31, 2024, none of the other Directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act. The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under section 149(6) of the Act, and Regulation 16 read with Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence. In the opinion of the board, the independence directors possess the requisite expertise and experience and are the person of integrity and repute. They fulfil the Conditions specified in the Act and the rules made thereunder and are independent of the management. Further, all the independent directors on the Board of the Company have complied with the provisions of Section 150 of the Act read with rules framed thereunder.

BOARD MEETINGS AND BOARD COMMITTEES

The details of Board and Committee 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.

DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act, 2013 (the “Act”) and in terms of the Memorandum and Articles of Association of the Company, Mr. Dinesh Rander (DIN: 00427280), Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 31^st AGM of the Company, for a brief profile of the Director.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTOR

Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting challenging situations, performing leadership role within, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions. In a separate meeting of Independent Directors held on 14^th February, 2024 the performance evaluation of the Board as whole, Chairman of the Company and the Non Independent Directors was evaluated. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through various internal programs and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTOR AND EMPLOYEES

In Compliance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Company’s vigil mechanism/ Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any, to promote reporting of any unethical or improper practice or violation of the Company’s Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Company’s code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The employees of the Company are encouraged to use guidance provided in the Policy for reporting all allegations of suspected improper activities. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal. The Company has disclosed the policy at the website at www.randergroup.com. No complaints were received during the financial year 2023-24.

CORPORATE GOVERNANCE

Your Company has complied with Regulation 34 of the SEBI Listing Regulations. A report on Corporate Governance as stipulated under Regulation 34 of SEBI Listing Regulations along with Independent Auditor’s Certificate on compliance with the Corporate Governance, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Company’s various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.

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”.

PARTICULARS OF EMPLOYEES

During the year under review, there are no employees who come 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.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel approved by the Nomination and Remuneration Committee and the Board. The policy is available at the website of the Company at [e-mail] purpose of the said Policy is to establish and govern the procedure applicable:

• To evaluate the performance of the members of the Board;

• To ensure remuneration payable to Directors KMP’s & other senior Management strike appropriate balance and commensurate among others with the functioning of the Company and its long term objectives;

• To retain, motivate and promote talent within the Company and to ensure long term sustainability of the managerial persons and create competitive advantage.

The policy inter-alia covers the Directors’ appointment and remuneration, Key Managerial Personnel’s and other senior management appointment and remuneration.

AUDITORS

a) Statutory Auditors

The members of the Company in the AGM held on September 30, 2024 appointed M/s. M/s. Ishwarlal & Co. Chartered Accountants, Statutory Auditors of the Company as Statutory Auditors for a term of Five years (5 consecutive years). The Auditor has confirmed to the Company that they are not disqualified from continuing as Auditors of the Company. The Notes to the Financial Statements referred to in the Auditors’ Report are selfexplanatory and do not call for any further comment. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed Ms. Amita Karia, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report is annexed herewith as “Annexure-B”. Further, there are no observations under the Secretarial Audit Report provided by the Secretarial Auditor.

c) Internal Auditor:

Ms. Pournima Gopale, has performed the duties of internal auditor of the Company for the financial year 2023-24 and their report is reviewed by the audit committee from time to time.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 is available on the Company’s website at www.randergroup.com.

RELATED PARTY TRANSACTIONS:

All transactions undertaken by the Company during the financial year with related parties were on arm’s length basis & in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All such related party transactions were placed before the Audit Committee for approval, wherever applicable. Further, The Company has not entered any material transactions falling under the purview of section 188 of the Companies Act, 2013. Accordingly, the details are not required to be given under AOC-2. 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:

The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made, or guarantee given, or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security, if any are forming part of 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 is therefore not applicable to your company. There were no foreign exchange earnings or outgoes for your Company during the year.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

CEO/CFO CERTIFICATION

In terms of SEBI Listing Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

MISCELLANOUS

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:

• The provisions of section 135 regarding Corporate Social Responsibility (CSR) is not applicable to your company;

• 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;

• During the year under Report review, no funds were raised through preferential allotment or qualified institutional placement;

• The Company is not required to appoint cost auditor pursuant to provisions of section 148 of the Companies Act, 2013 and rules made thereunder;

• The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India;

• The Company has zero tolerance for sexual harassment at the workplace. During the year under review, the Company is neither required to adopt policy for prevention of Sexual Harassment of Women at Workplace nor to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

• During the year under review, the Company has not made any application under Insolvency and Bankruptcy Codes, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

• During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the Banks, customers, business partners, vendors, bankers, financial institutions, regulatory, government authorities and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels during the year under review. The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation. The Directors hereby acknowledge the dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the Company and their families during the year.

Date: 14.08.2024 By the Order of the Board

Place: Mumbai Rander Corporation Limited

Sd/- Sd/-

Rohan Rander Amitkumar Rander

(Director) (Chairman and Director)

DIN: 06583489 DIN: 05311426

---

Mar 31, 2015

Dear Member,

The 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.

Financial results for the year ended (Rupees in lacs)

Year Ended Year Ended 31-Mar-15 31-Mar-14 Rupees Rupees

Total income 107.21 117.14

Expenditure 22.7 45.61

Profit/ (Loss) before depreciation and tax 84.51 71.43

Depreciation 10.16 4.90

Profit/ (Loss) before taxation 74.35 66.64

Profit/ (Loss) after tax 61.72 44.92

Shareholders' funds 1922.94 1861.22

Return on Capital 3.21% 2.41%

Earnigs per share 0.05 0.04

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.randereroup.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. Bhagyashree 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 of Directors 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 Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141(3)(g) of the said Act.

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.

Place:Mumbai For and or behalf of the Board Date: 29th May, 2015

Amarchand Rander (Chairman and Managing Director)

---

Mar 31, 2014

Dear Member,

The directors have pleasure in presenting their 21st Annual Report on the Audited Financial Statement of the Company for the financial year ended March 31,2014.

PRINCIPAL ACTIVITY

The principal activity of the Company is ''Construction and Real Estate Development''. It also operates in the Securities and Financing Business

There have been no significant changes in the nature of the principal activities during the financial year except the temporary discontinuance of setting up of wheat flour mill due to unavailability of industrial power. 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

In spite of the extremely sluggish real estate environment and worsening credit market, the company has registered total income of Rs. 117.14 lacs during the year ended March 31,2014

Total Income comprises of income from operations and other income. Income from operations includes income from real estate and construction business of Rs. 56.37 lacs in current financial year as compared to Rs 67.86 lacs in previous financial year. The construction operations have registered a satisfactory growth and expected to grow faster due to acquisition of new projects and fast tracking of current projects on hand. In

Other Income includes Interest income of Rs. 42.65 Lacs and Investment income from sale of investments in equity shares of Rs. 18.10 Lacs. As a part of its long term strategy to invest part of its surplus funds in capital markets and other available opportunities, the Company could enhance shareholders'' funds. Proceeds from issue of equity shares on preferential basis was used to provide loans and advances to various individuals and generated total interest income ofINR 42.65 lacs.

The Company during the current financial year earned profit before tax of Rs 66.64 lacs. The profit after tax for the year is Rs 44.92 lacs. The decline with respect to previous years highlight the fact that the company has also been hit by the The Shareholders'' funds at the Balance Sheet date were Rs 1861.22 lacs.

Financial results for the year ended(Rupees in lacs)

Particulars Year ended Year ended 31-Mar-14 31-Mar-13 Rupees Rupees

Total income 117.14 239.30

Expenditure 45.61 33.87

Profit/ (Loss) before depreciation and tax 71.43 205.42

Depreciation 4.90 3.77

Profit/ (Loss) before taxation 66.64 201.65

Profit/ (Loss) after tax 44.92 160.52

Shareholders'' funds 1861.22 1816.30

Return on Capital 2.41% 8.84%

Earnigs per share 0.04 0.13

DIVIDEND

The Board of Directors have recommended no dividend for the year ended 31st March,2014, (Re. 0.70% dividend was proposed for previous financial year 2013-14

Total cash outflow on account of the dividend payment together with dividend distribution tax will be NIL.(PY Rs. 100.35 lacs)

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

FIXED DEPOSITS

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to be disclosed pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure ''A'' to this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from/s Ishwarlal & Co., Chartered Accountants the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The report on Corporate Governance and Management Discussion & Analysis for the year under review, are forming part of the Annual Report

CORPORATE SOCIAL RESPONSIBILITY

Welfare of tribal section of the society, marriages of poor girls and education has been the primary focus of the company''s corporate social responsibility. An amount has been donated to Hari Satsang Samiti and Gram Panchayat, Gundale. Given Donation to Uttarkhand Flood Relief Program through Paropkar. The company understands its responsibility towards society and has made voluntary charitable contributions to various charitable and religious institutions.

The donation for current financial year Rs. 6,23,200 (previous year Rs 6,08,733).

The company will continue to take such measures to make positive and significant contribution for welfare of the society

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is not required to be furnished as no employees of the Company falls within the purview of above mentioned provisions and hence has not been annexed herewith.

EMPLOYEE RELATIONS

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

BOARD OF DIRECTORS

Prior to the coming into force of Section 149 of the Companies Act, 2013, three of the Company''s Directors, Mr. Sarvan Baldwa, Mr. Rajkumar Dhoot and Mr. Ashok Agarwal were categorised as Independent Directors in terms of the definition contained in the Equity Listing Agreement. The provisions of Section 149(4) of the Companies Act, 2013, pertaining to the appointment of Independent Directors have been notified by the Ministry of Corporate Affairs with effect from April 1,2014. Pursuant to the coming into force of Section 149 of the Companies Act, 2013, from April 1,2014, the Company has re-assessed the status of its Directors with a view to determining their qualifying for classification as Independent Directors in terms of Section 149(6) of the Companies Act, 2013. Accordingly, Mr. Sarvan Baldwa, Mr. Rajkumar Dhoot and Mr. Ashok Agarwal fulfil the criteria laid out in Section 149(6) of the Companies Act, 2013, in this regard. Further, Section 149(10) of the Companies Act, 2013, restricts the tenure of Independent Director to two terms of up to ten years, with a single term not exceeding five years, which shall be effective from April 1, 2014. The revised Clause 49 of the Equity Listing agreement issued by Securities and Exchange Board of India (SEBI), pursuant to Circular no. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014, also contains the same provisions.

Mr. Sarvan Baldwa, Mr. Rajkumar Dhoot and Mr. Ashok Agarwal are the directors whose period of office is liable to determination by retirement of directors by rotation at the forthcoming Annual General Meeting (AGM) and, they, being eligible, have offered themselves for appointment as Independent Directors of your Company pursuant to the provisions of the Companies Act, 2013, to hold office for a period upto March 31,2019 Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, it is proposed to appoint Mr. Sarvan Baldwa, Mr. Rajkumar Dhoot and Mr. Ashok Agarwal as the Independent Directors on the Board of the Company for a period of 5 years i.e. till March 31,2019. Resolutions appointing them are recommended for passing by the Members of the Company at the ensuing Annual General Meeting.

A brief profile of each of these Independent Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange/s is given in the Corporate Governance Report forming part of the Annual Report. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the provision of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company,Mr. Amitkumar Rander Director shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed that they have not been disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. A brief profile of both the Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange/s is forming part of the Annual Report

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 Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141(3)(g) of the said Act.

The Notes to the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Act, 1956, your directors confirm that:

1. in the preparation of the Annual Accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed with proper explanation relating to material departures, if any.

2. 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 at the end of the financial year and of the profit of your Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the financial year ended March 31, 2014 on a going concern basis.

APPRECIATIONS/ ACKNOWLEDGEMENTS

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.

EVENTS AFTER BALANCE SHEET DATE

There is no significant event occurred after the balance sheet date.

Place: Mumbai For and or behalf ofthe Board

Date: 29th May 2014

Amarchand Rander (Chairman and Managing Director)

---

Mar 31, 2013

Dear Member,

The directors have pleasure in presenting their 20th Annual Report on the Audited Financial Statement of the Company for the financial year ended March 31, 2013.

PRINCIPAL ACTIVITY

The principal activity of the Company is ''Construction and Real Estate Development'' and '' Securities trading and Financing business''. There have been no significant changes in the nature of the principal activities during the financial year except for the temporary discontinuance of setting up of wheat flour mill due to unavailability of industrial power. 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

Total income has registered a significant growth of28.94%and has increased significantly from Rs. 185.59 Lacs in year 2011-12 (Previous year) to Rs. 239.30 Lacs in year 2012-13 (Current year).

Total Income comprises of income from operations and other income. Income from operations includes income from real estate and construction business of Rs. 67.86 lacs in current financial year as compared to Rs 81.75 lacs in previous financial year. The construction operations have registered a satisfactory growth and expected to grow faster due to acquisition of new projects and fast tracking of current projects on hand.

Other Income includes Interest income of Rs. 81.00 Lacs and Investment income from sale of investments in equity shares of Rs. 81.57 Lacs. As a part of its long term strategy to invest part of its surplus funds in capital markets and other available opportunities, the Company could enhance shareholders'' funds. Proceeds from issue of equity shares on preferential basis was used to provide loans and advances to various individuals and generated total interest income ofINR 81.07 lacs.

The Company during the current financial year earned profit before tax of Rs 201.65 lacs as against the profit before tax of Rs 158.72 lacs in the previous financial year. The profit after tax for the year is Rs 160.52 lacs (previous year Rs 125.56 lacs). The Shareholders'' funds at the Balance Sheet date were Rs 1,816.30 lacs (previous year Rs 1,756.15 lacs).

Financial results for the year ended(Rupees in lacs)

Year ended Year ended Particulars 31-Mar-13 31-Mar-12

Total income 239.30 185.59

Expenditure 33.87 24.79

Profit/ (Loss) before depreciation and tax 205.42 160.79

Depreciation 3.77 2.07

Profit/ (Loss) before taxation 201.65 158.72

Profit/ (Loss) after tax 160.52 125.56

Shareholders'' funds 1816.30 1756.15

Return on Capital 8.84% 7.15%

Earnigs per share 1.30 1.02

DIVIDEND

The Board of Directors have recommended dividend of Re. 0.70/- per equity share of Rs. 10/- each for the year ended 31st March,2013, (Re.0.60% dividend was proposed for previous financial year 2011-12

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of the dividend payment together with dividend distribution tax will be Rs. 100.35 lacs (PY Rs. 86.03 lacs)

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 ''Trading segment''.

FIXED DEPOSITS

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. 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.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The particulars as required to be disclosed pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure ''A'' to this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Report.

The requisite Certificate from/s Ishwarlal & Co., Chartered Accountants the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report

CORPORATE SOCIAL RESPONSIBILITY

Welfare of tribal section of the society, marriages of poor girls and education has been the primary focus of the company''s corporate social responsibility. An Ambulance has been donated to ''Shivaba Mitra Mandal'' for benefit of the needy people of the society. Significant contributions have been made to Hari Satsang Samiti and Gram Panchayat, Gundale The company understands its responsibility towards society and has made voluntary charitable contributions to various charitable and religious institutions.

The donation for current financial year Rs. 6,08,733

The company will continue to take such measures to make positive and significant contribution for welfare of the society

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is not required to be furnished as no employees of the Company falls within the purview of above mentioned provisions and hence has not been annexed herewith.

EMPLOYEE RELATIONS

The Directors are happy to state that the relations between the Company and its Employee remained cordial throughout the year. The Directors acknowledge and express their appreciation for the contributions made by the employees at all levels. Focused attention was given for knowledge updating and application of new technologies available to reduce costs and to meet the business challenges.

BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Sarwan Kumar Baldwa and Shri Dinesh Kumar Rander who retire by rotation & being eligible, have offered themselves for re-appointment.

AUDITORS

M/s Ishwarlal & Co., Chartered Accountants retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting (''AGM). The Statutory auditors have confirmed their eligibility and willingness to accept the office on reappointment in accordance with provision of section 224A of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

1. in the preparation of the Annual Accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed with proper explanation relating to material departures, if any.

2. 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 at the end of the financial year and of the profit of your Company for that period.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the Annual Accounts for the financial year ended March 31, 2013 on a going concern basis.

5. That the accounts have been prepared on the basis of Revised Schedule VI to the Companies Act. Accordingly the previous years figures have adjusted/regrouped/rearranged to confirm with the current year figures.

APPRECIATIONS/ ACKNOWLEDGEMENTS

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.

EVENTS AFTER BALANCE SHEET DATE

There is no significant event occurred after the balance sheet date.

Place: Mumbai For and or behalf of the Board

Date: 27th May 2013 Amarchand Rander

(Chairman and Managing Director)

---

Mar 31, 2012

The Directors have pleasure in presenting their 19th Annual Report and the Audited Accounts for the year ended 31st March, 2012 together with the Auditor's Report thereon.

PRINCIPAL ACTIVITY

The principal activity of Rander Corporation Limited ('the Company') is 'Construction and real estate development', 'Securities trading and financing business' and 'Manufacturing and trading business'.

BUSINESS REVIEW, RESULTS AND PERFORMANCE BUSINESS REVIEW

Your company has a great presence in real estate segement 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

Total income has registered a significant growth of 11.18% and has increased significantly from Rs. 166.92 Lacs in year 2010-11 (Previous year) to Rs. 185.59 Lacs in year 2011-12 (Current year).

Total Income comprises of income from operations and other income. Income from operations includes income from real estate and construction business of Rs. 81.75 lacs in current financial year as compared to Rs 59.29 lacs in previous financial year. The construction operations have registered a satisfactory growth and expected to grow faster due to acquisition of new projects and fast tracking of current projects on hand.

Other Income includes Interest income of Rs. 50.59 Lacs and Investment income from sale of investments in equity shares of Rs. 52.04 Lacs. As a part of its long term strategy to invest part of its surplus funds in capital markets and other available opportunities, the Company could enhance shareholders' funds. Proceeds from issue of equity shares on preferential basis was used to provide loans and advances to various individuals and generated total interest income of INR 50.59lacs.

The Company during the current financial year earned profit before tax of Rs 158.72lacs as against the profit before tax of Rs 144.49 lacs in the previous financial year. The profit after tax for the year is Rs 125.56 lacs (previous year Rs 117.78 lacs). The Shareholders' funds at the Balance Sheet date were Rs 1756.15 lacs (previous year Rs 1716.62 lacs).

Financial results for the year ended

(Rupees in lacs) Year ended Year ended

Particulars 31 March, 2012 31 March, 2011 Rupees Rupees

Total income 185.59 166.92

Expenditure 24.79 19.92

Profit/(loss) before depreciation and tax 160.79 147.00

Depreciation 2.07 2.51

Profit/(loss) before taxation 158.72 144.49

Profit/(loss) after tax 125.56 117.78

Shareholders' funds 1756.15 1716.62

Return on Capital 9.25% 8.42%

Earnings per share 1.02 2.06

DIVIDEND

The Board of Directors have recommended dividend of Re. 0.60/- per equity share of Rs. 10/- each for the year ended 31st March,2012, (Re.

0.50% dividend was proposed for previous financial year 2010-11

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of the dividend payment together with dividend distribution tax will be Rs. 86.03 lacs (PY Rs. 71.11 lacs)

FUTURE DEVELOPMENTS

The Company's main focus is on 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 'Trading segment' under recently obtained import export license and setting up of wheat flour mill. The proceeds from preferential issue will also be used for diversifying the current funds into 'Securities trading and financing business' under Non-Banking Financial Company ('NBFC') license.

FIXED DEPOSITS

The Company does not accept or hold any fixed deposits and, as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to be disclosed pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 'A' to this report.

Total foreign currency expenditure for import of trading goods is Rs. 604,517.

CORPORATE GOVERNANCE

The Board of directors reaffirm their continued commitment to good corporate governance practices. The Company adheres to all major stipulations laid down in this regard, as provided in Clause 49 of the listing agreement with the Bombay stock exchange limited ('BSE') which relates to corporate governance. A detailed report on corporate governance, together with, a certificate from statutory auditors is given as Annexure 'B' to this report.

CORPORATE SOCIAL RESPONSIBILITY

Education, welfare of tribal section of the society and marriages of poor girls have been the primary focus of the company's corporate social responsibility. The company understands its responsibility towards society and has made voluntary charitable contributions to various charitable and religious institutions. The donation for current financial year Rs. 1,30,001 (previous year Rs.13602).

The company will continue to take such measures to make positive and significant contribution for welfare of the society.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is not required to be furnished as no employees of the Company falls within the purview of above mentioned provisions and hence has not been annexed herewith.

EMPLOYEE RELATIONS

The Company continued to have cordial relations with its employees.

BOARD OF DIRECTORS

Mr.Ashok Kumar Agrawal, the Director of the Company retires by rotation and being eligible to offer himself for reappointment. AUDITORS

M/s Ishwarlal & Co., Chartered Accountants retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting ('AGM). The Statutory auditors have confirmed their eligibility and willingness to accept the office on reappointment in accordance with provision of section 224A of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

I) in the preparation of the Annual Accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed with proper explanation relating to material departures, if any.

ii) 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 at the end of the financial year and of the profit of your Company for that period.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31, 2012 on a going concern basis. APPRECIATIONS/ ACKNOWLEDGEMENTS

The directors are thankful for the co-operation, support and assistance received from suppliers, lenders, banks, Central, State and Local Government Body and would like to convey their grateful appreciation to all of them.

EVENTS AFTER BALANCE SHEET DATE

There is no significant event occurred after the balance sheet date.

Place: Mumbai For and or behalf of the Board

Date: 29th May 2012

Amarchand Rander

(Chairman and Managing Director)

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 18th Annual Report and the Audited Accounts for the year ended 31st March, 2011 together with the Auditor's Report thereon.

PRINCIPAL ACTIVITY

The principal activity of Rander Corporation Limited ('the Company') is construction and real estate development.

BUSINESS REVIEW, RESULTS AND PERFORMANCE BUSINESS REVIEW

Your company has a great presence in real estate segement 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

Total income has registered a rocket growth of 348% and has increased significantly from Rs. 47.92 Lacs in year 2009-10 (Previous year) to Rs. 166.92 Lacs in year 2010-11 (Current year).

Total Income comprises of income from operations and other income. Income from opetations includes income from real estate and construction business of Rs. 59.29 lacs in current financial year as compared to Rs 47.44 lacs in previous financial year. The construction operations have registered a satisfactory growth and expected to grow faster due to acquistion of new projects and fast tracking of current projects on hand.

Other Income includes Interest income of Rs. 21.66 Lacs and Investment income from sale of investments in equity shares of Rs. 83.79 Lacs. As a part of its long term strategy to invest part of its surplus funds in capital markets and other available opportunities, the Company could enhance shareholders' funds. Proceeds from issue of equity shares on preferential basis have been first utilised to repay outstanding liablities and then utilised towards advances given to acquire new business. The balance has been parked in short term deposits with banks and in loans and advances to others, on which the Company has generated interest income of Rs. 21.66 Lacs.

The Company during the current financial year earned profit before tax of Rs 144.49 lacs as against the profit before tax of Rs 35.80 lacs in the previous financial year. The profit after tax for the year is Rs 117.78 lacs (previous year Rs 24 lacs). The Shareholders’ funds at the Balance Sheet date were Rs 1716.62 lacs (previous year Rs 714.45 lacs).

Financial results for the year ended (Rupees in lacs)

Year ended Year ended Particulars 31 March, 2011 31 March, 2010 Rupees Rupees

Total income 166.92 47.92

Expenditure 19.92 8.95

Profit/(loss) before depreciation and tax 147.00 38.97

Depreciation 2.51 3.17

Profit/(loss) before taxation 144.49 35.80

Profit/(loss) after tax 117.78 24.00

Shareholders' funds 1716.62 714.45

Return on Capital 8.42% 5.01%

Earnings per share 2.06 0.48

DIVIDEND

The Board of Directors have recommended dividend of Re. 0.50/- per equity share of Rs. 10/- each for the year ended 31st March, 2011. No dividend was proposed for previous financial year 2009-10.

The dividend will be free of tax in the hands of the shareholders. Total cash outflow on account of the dividend payment together with dividend distribution tax will be Rs. 71.11 lacs

FUTURE DEVELOPMENTS

The Company's main focus is on 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 ‘Trading segment’ under recently obtained import export license and ‘Securities trading and financing business’ under Non-Banking Financial Company (‘NBFC’) license.

FIXED DEPOSITS

The Company does not accept or hold any fixed deposits and, as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to be disclosed pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 'A' to this report.

CORPORATE GOVERNANCE

The Board of directors reaffirm their continued commitment to good corporate governance practices. The Company adheres to all major stipulations laid down in this regard, as provided in Clause 49 of the listing agreement with the Bombay stock exchange limited ('BSE') which relates to corporate governance. A detailed report on corporate governance, together with, a certificate from statutory auditors is given as Annexure 'B' to this report.

CORPORATE SOCIAL RESPONSIBILITY

Education, welfare of tribal section of the society and marriages of poor girls have been the primary focus of the company's corporate social responsibility. The company understands its responsibility towards society and has made voluntary charitable contributions to various charitable and religious institutions. The donation for current financial year Rs. 13,602 (previous year Rs.95,053).

The company will continue to take such measures to make positive and significant contribution for welfare of the society.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is not required to be furnished as no employees of the Company falls within the purview of above mentioned provisions and hence has not been annexed herewith.

EMPLOYEE RELATIONS

The Company continued to have cordial relations with its employees.

BOARD OF DIRECTORS

Mr.S. K. Baldwa, the Director of the Company retires by rotation and being eligible to offer himself for reappointment.

AUDITORS

M/s Ishwarlal & Co., Chartered Accountants retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting ('AGM'). The Statutory auditors have confirmed their eligibility and willingness to accept the office on reappointment in accordance with provision of section 224A of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

I) in the preparation of the Annual Accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed with proper explanation relating to material departures, if any.

ii) 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 at the end of the financial year and of the profit of your Company for that period.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31, 2011 on a going concern basis.

APPRECIATIONS/ ACKNOWLEDGEMENTS

The directors are thankful for the co-operation, support and assistance received from suppliers, lenders, banks, Central, State and Local Government Body and would like to convey their grateful appreciation to all of them.

EVENTS AFTER BALANCE SHEET DATE

There is no significant event occurred after the balance sheet date.

For and or behalf of the Board

Amarchand Rander (Chairman and Managing Director)

Place: Mumbai Date: 30 May, 2011

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Mar 31, 2010

The Directors present theirir 17th Annual Report on business and operations alongwith the audited financial accounts for the year ended 31 March, 2010.

PRINCIPAL ACTIVITY

The principal activity of Rander Corporation Limited (the Company) is construction and real estate development. The company is also engaged in financing business.

BUSINESS REVIEW, RESULTS AND PERFORMANCE

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 to gether to achieve companys business goals.

The Companys net income from operations include income from construction business net of operating and other administrative expenses incidental to the project and have increased to Rupees 47.44 lacs in financial year 2009-10 (herein referred to as current financial year) as compared to Rupees 29.85 lacs in financial year 2008-09 (herein referred to as previous financial year). The construction operations are functioning smoothly and expected to grow with the general growth in the economy and infrastructural developments.

The Company during the current financial year earned profit before tax of Rupees 35.80 lacs as against the loss before tax of Rupees 5.50 lacs in the previous financial year. The profit after tax for the year is Rupees 24 lacs (previous year loss Rupees 13.84 lacs). The Shareholders funds at the Balance Sheet date were Rupees 714.45 1acs (previous year Rupees 690.46 1acs).



Financial results for the year ended (figures in lacs)

Year ended Year ended

Particulars 31 March, 2010 31Mareh,2009

Rupees Rupees

Total income 47.92 30.24

Expenditure 8.95 31.67

Profit/(loss) before depreciation and tax 38.97 (1.43)

Depreciation 3.17 4.07

Profit/(loss) before taxation 35.80 (5.50)

Profit/(loss) after tax 24.00 (13.83)

Shareholdersfunds 714.45 690.46

Return on Capital (./.) 5.01% (0.80%)

Earnings/(loss) per share 0.48 (0.28)



DIVIDEND

The Board of directors believe that in view of future prospects of the Company it is appropriate not to recommend any dividend on equity shares for the current financial year. No dividend was proposed for previous financial year 2008-09.

FUTURE DEVELOPMENTS

The Companys main focus is on to complete existing projects on hand and make opportunistic investments in new real estate projects. The Company has made an extensive progress to acquire land to develop new mega residential project in Tarapur region in Maharashtra in year 2010 and if successful, will capture the significant market share in that region. The Company also plans to venture into new commercial projects.

FIXED DEPOSITS

The Company does not accept or hold any fixed deposits and, as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to be disclosed pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure A to this report.

CORPORATE GOVERNANCE

The Board of directors reaffirm their continued commitment to good corporate governance practices. The Company adheres to all major stipulations laid down in this regard, as provided in Clause 49 of the listing agreement with the Bombay stock exchange limited (BSE) which relates to corporate governance. A detailed report on corporate governance, together with, a certificate from statutory auditors is given as AnnexureBto this report.

CORPORATE SOCIAL RESPONSIBILITY

Education, welfare of tribal section of the society and marriages of poor girls have been the primary focus of the companys corporate social responsibility. The company understands its responsibility towards society and has made voluntary charitable contributions to various charitable and rehgious institutions. The donation for current financial year Rs. 95,053 (previous year Rs. 1,53,702).

The company will continue to take such measures to make positive and significant contribution for welfare of the society.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, is not required to be furnished as no employees of the Company falls within the purview of above mentioned provisions and hence has not been annexed here with.

EMPLOYEE RELATIONS

The Company continued to have cordial relations with its employees.

BOARD OF DIRECTORS

Mr.Anilkumar Dhoot ,the Director of the Company retires by rotation and being eligible to offerbimselfforreappointment.

STATUTORY AUDITORS

M/s Ishwarlal & Co., Chartered Accountants retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting (AGM). The Statutory auditors have confirmed their eligibility and willingness to accept the office on reappointment in accordance with provision of section 224 A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Asrequiredunder Section217(2AA) of the CompaniesAct,1956,your directors confirm that:

i) in the preparation of the Annual Accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed with properexplanationrelatingto material departures, if any.

ii) 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 at the end of the financial year and of the profit of your Company for that period.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts for the financial year ended March 31,2010 on a going concern basis.

APPRECIATIONS/ACKNOWLEDGEMENTS

The directors are thankful for the co-operation, support and assistance received from suppliers, lenders, banks, Central, State and Local Government Body and would like toconvey their grateful appreciation to all of them.

EVENTS AFTER BALANCE SHEET DATE

There is no significant event occurred after the balance sheet date which has material impact on the financial statements for the current financial year





Place: Mumbai For and or behalf of the Board

Date: 30 June, 2010

Amarchand Rander (Chairman and Managing Director)