Directors Report of Real Growth Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with Audited Accounts of the Company for the financial year ended on March 31,2015.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on March 31,2015 is summarized as below:

Figures for Current Figures for Current Particulars Reporting Period Reporting Period ended March 31, ended March 31, 2015 2014

Total Revenue 1,54,11,62,813 1,72,17,48,191

Total Expenses 1,52,83,87,760 1,69,69,30,818

Profit before tax 2,48,17,372

Tax expense:

Current tax 44,51,868 49,87,046

Previous Year Tax (19,181) 22,435

MAT C redit (Entitlement

Deferred tax Liability (Assets) (2,49,637) (7,41,948)

Pro fit/(Loss) for the period 73,46,622 2,18,20,288

Transfer to reserve 25,27,635 1,71,40,488

OPERATIONS

During the financial year 2014-15, y our Company has earned total revenue from operations Rs.1541 Lacs (Previous year Rs.1721 Lacs). During the year net profit of the Company has been remain under pressure to Rs.73 Lacs.

Yours directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current financial year.

DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs. 2/- per Sh are on fully paid up 20,00,000, 2% Cumulative Redeemable Preference Shares of Rs. 100/- each of the Company for the year ended 31st March 2015; and in view of the need to conserve resources of the Company, your directors do not recommend any dividend on Equity Shares.

TRANSFER TO RESERVES

During the year under review, Rs. 25,27,635/ - has been transferred to Reserves.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of the business of the Company during the year under review. There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2015 and the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the financial year 2014-15 as prescribed in the Form MGT-9 is given in the Annexure — 1 forming part of this Report.

SUBSIDIARY COMPANY

The Comp any does not have any subsidiary company. Further there is no company which became or ceased to be its subsidiaries,joint ventures or associate companies during the year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are repetitive in nature and are entered on arm s length basis & were in the ordinary course of business and compliance with the applicable provisions of the Companies Act, 2013. The information relating to particulars of contracts, or arrangements with related party prepared under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rule, 2014 is annexed with this Report in Form AOC-2 as Annexure — 2.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Yo ur Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS

There is no significant and material orders passed by the registrars or courts or tribunals impacting the going concern status and company s operation in future.

INTERNAL FINANCIAL CONTROLS

A strong internal control culture is prevalent in the Company. A formalized system of internal controls facilitates effective compliance with Clause 49 of the Listing Agreement. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls, significant audit observations and recommendations along with corrective actions thereon are presented to the Committee /Board and to maintain its objectivity and independence. The Internal Auditor monitors the compliance with the objective of providing to the Committee/Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organization s governance processes.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Jai Bhagwan Goyal is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment in the ensuing Annual General Meeting.

II. APPOINTMENT

Ms. Shruti Gupta, Mr. Ashok Kumar and Mr. Ramakant were appointed as the Additional Directors (Non- Executive Director) by the Board with effect from 30/03/2015 in the category of the independent directors to comply with the requirement of Clause 49 of the Listing Agreement. The Comp any has received notices in writing from the members signifying their candidature for the office of directors of the Company. Ms. Shruti Gupta, Mr. Ashok Kumar and Mr. Ramakant are independent to the management and the Board recommended for their appointment in the ensuing Annual General Meeting pursuant to Section 150 and all other applicable provisions, if any, of the Companies Act, 2013.

Mr. Deepak Gupta was appointed as an Additional Director with effect from 27.10.2014. The Company has received a notice in writing from the members signifying his candidature for the office of directors of the Company. The Board recommends for his appointment for the office of directors in the ensuing Annual General Meeting of the Company pursuant to Section 152 and all other applicable provisions, if any, of the Companies Act, 2013.

III. KEY MANAGERIAL PERSONNEL

During the year, Mrs. Geeta Goswami appointed as the Company Secretary with effect from 21.05.2014 pursuant to Section 203 of the Companies Act, 2013.

Brief resume of the Directors proposed to be re-appointed/ appointed, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Explanatory Statement attached to the Notice of the ensuing Annual General Meeting of the Company.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

STATUTORY AUDIT AND REPORT

M/s. Serva Associates, Chartered Accountants, (Registration No.: 000272N), New Delhi, were appointed as Statutory Auditors of the Company for a term of 3 years at the 19th Annual General Meeting of the members of the Company held on 24.09.2014, subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting. Pursuant to Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors needs to be ratified at the 20th Annual General Meeting; and being eligible, offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and who has subjected itself to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Board of Directors recommended their re-appointment in the ensuing Annual General Meeting by way of ratification pursuant to Section 139 and all other applicable provisions, if any, of the Companies Act, 2013.

There are no adverse qualifications in the report of the Auditor under review. The observation made in the Auditors' Report read with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Company has formulated a Nomination and Remuneration Policy as per Annexure — 3. Details are provided in Corporate Governance Report.

SECRETARIAL AUDIT AND REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Richa Sharma & Associates, Company Secretaries, New Delhi, to undertake the Secretarial Audit of the Company for financial year 2014-15.

As required under Section 204 (1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit Report from M/s. Richa Sharma & Associates, Company Secretaries, New Delhi.

The Secretarial Audit Report in this regard is attached herewith as Annexure — 3 to this Report and Management reply/clarification on the comments / observations by the Secretarial Auditor are annexed to this Report.

LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loan during the year.

RISK MANAGEMENT POLICY

In line 'with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the Management.

VIGIL MECHANISM

A fair and transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Vigil Mechanism /Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company s code of conduct or ethics policy. This mechanism provides for adequate safeguards against victimisation of director/employee who avails of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the trading of steel and real state business, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology.

The information pertaining to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder and forms part of the Board s Report.

(A) Conservation of Energy: Nil

(B) Technology Absorption, Adoption and Innovation! Nil

(C) Foreign Exchange Earnings and Outgo! Nil

BOARD OF DIRECTORS PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Yo ur Company has complied with all the applicable laws to the extent applicable.

SHARE CAPITAL

Yo ur Company had not issued shares with differential voting rights nor granted/issued any employee stock option or sweet equity during the year under review.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Comp any has in place Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year: 2014- 15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

EMPLOYEES REMUNERATION

In accordance with the Companies Act, 2013 read and Rules made there under, none of the employee fall under the purview of the said provisions who is drawing remuneration in excess of the limits as specified under the Act, 2013.

LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed at Delhi Stock Exchange Limited. The Company has also paid the annual custody fee for the year 2015-16 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 , the Directors confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31st M arch, 2015 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied them consistently and made judgment 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 and loss of the Company for that financial year;

c. Proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts on a 'going concern' basis; and

e. Internal financial controls to be followed by the Company and that such internal finance controls are adequate and were operating effectively.

Internal financial controls mea ns the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f. Proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

It is stated in and forms part of Corporate Governance Report.

DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

The Company did not pay any remuneration to directors during the year. Remuneration of company Secretary (KMP) is as per policy of the Company

HUMAN RESOURCE DEVELOPMENT

Your Companys Human Resource Management focus continues to be in making available a talent pool, for meeting challenges in the competitive market place, which is increasingly becoming tougher. Development plans have been drawn up for key managers to shoulder higher responsibilities as well as to increase their job effectiveness. Your Company always encourages young personnel with their ideas and views. Management is easily accessible to the employees and their problems are attended to promptly. The employer — employee relations remained cordial at all the plants of the Company and peaceful throughout the year.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion and Analysis Report is set out as the annexure and forming part of the Board s Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to investors, clients, vendors, bankers and all other business associates for their continued co-operation and patronage and all the employees of the Company for their excellent performance and teamwork.

By Order of the Board of Directors

For Real Growth Commercial Enterprises Ltd (Jai Bhagwan Goyal) Director Place: New Delhi DIN-00014074

Date: 10/08/2015