Directors Report of RGF Capital Markets Ltd.

Mar 31, 2018

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2018.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars	March 31, 2018	March 31, 2017
Revenue from Operations	92.18	43.30
Other Income	-	13.17
Total	92.18	56.47
Profit before depreciation & taxation& exceptional item	14.97	9.80
Less: Depreciation	11.52	7.22
Add : exceptional Item	-	-
Profit Before Tax	3.45	2.58
Less: Provision for taxation	2.16	0.80
Add: Prior period adjustment	-	-
Profit after taxation	1.29	1.78
Add: Balance brought forward from previous year	(76.13)	(77.96)
Less : Timing Difference	(0.013)	0.05
Less : Fixed Assets Written Off	-	-
Less : Provision for Standard Assets	-	-
Surplus available for appropriation	1.29	1.78
Balance carried to Balance sheet	(74.85)	(76.13)

Due to the accumulated loss in the balance Sheet, the company proposes to retain the Balance in the profit and loss account without any making any appropriation.

OPERATIONAL REVIEW:

During the year under review the turnover increased to 92.18 Lacs in comparison to that of the previous year 56.47 Lacs . Profit before depreciation and taxation was Rs. 14.97 lacs against Rs. 9.80 Lacs in the previous year. After providing for taxation of Rs. 2.16 Lacs & Rs 0.80 Lacs, depreciation of Rs. 11.52 Lacs & 7.22 Lacs respectively, the net profit of the Company for the year under review after considering income from exceptional item was placed at Rs. 1.29 Lacs as against Rs. 1.78 , lacs in the previous year.

DIVIDEND:

In view of Accumulated Loss in the Balance Sheet your directors do not recommend any dividend for the year under operation.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs 1500.24 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31ST March, 2018 none of the Directors hold any instrument convertible into equity shares of the company .

FINANCE:

Cash and cash equivalents as at March 31, 2018 was Rs. 6.12 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

The Company being a Non Banking Financial Corporation (NBFC) has not accepted deposits and as such no amount on account of principal or interest on Public Deposits was outstanding as on the date of Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Being a NBFC Company Section 186 of Companies Act, 2013 is not applicable to the Company.

The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee in consultation with the Statutory Auditor of the Company. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

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 Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of “corporate social responsibility” (CSR ) .

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Your Company is a Non Banking Finance Company hence information regarding disclosure of conservation of energy is not applicable to it. However as a part of national interest it ensures that energy consumption is kept at minimum.

There are no technology involved as the Company is a Non Banking Finance Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review the Company has NIL foreign exchange earnings/foreign exchange out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

DIRECTORS:

There was no change in the composition of the Board during the financial year 2017-18.

Based on the Confirmation received none of the Director of the Company is disqualified for appointment under the applicable provisions of the Companies Act , 2013 .

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and of the Listing Agreement and applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act and Regulation 17 of the SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the Board Committees . The evaluation process considered the effectiveness of the Board and the committees with special emphasis on the performance and functioning of the Board and the Committees. The evaluation of the Directors was based on the time spent by each of the Board Members, core competencies, expertise and contribution to the effectiveness and functioning of the Board and the Committees.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board Meetings and Four (4) Audit Committee & Four (4) Stakeholder Relationship Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under applicable clauses and regulations of the Listing Agreement. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The details of the transactions with related parties during 2017-18 are provided in the accompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Company during the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website .

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being the respected companies in Corporate World, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Framed a Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report. However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

The Board has recommended ratification of appointment of M/s. A.Balasaria & Co. (FRN: 319300E) as Statutory Auditors of the Company for the year 20182019.

SECRETARIAL AUDIT:

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 Chetna Gupta & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as “Annexure A”

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “ Annexure B”.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in nature of business.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA). A Complaints desk has been set up to redress complaints received regarding sexual harassment and ongoing training is provided to employees as required by the SHWWA. During the financial year 2017-18 no complaint was received.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

No amount was due for the transfer to Investor Education & Protection Fund. LISTING OF SHARES OF THE COMPANY

The equity shares of your Company continue to be listed with the BSE Limited and the Calcutta Stock Exchange (CSE). The listing fees due as on date have been paid to the respective stock exchanges.

PARTICULARS OF EMPLOYEES: ( Rule 5(2) & Rule 5(1) )

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in

There was an increase of 10% (avg.) in the remuneration of employees in the financial year 2017-2018

d. The Number of permanent employees in the rolls of the Company other than KMP is 10. The Employees has joined the company during the FY 1718 is still under probation period, they are not considered as the permanent employees for the FY 17-18.

e. The explanation on the relationship between average increase in remuneration and company performances :

On an average the employees received an annual increase of 10% in India. The increase in remuneration will be in line with the market trend . In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

f. Comparison of remuneration of the key managerial personnel against the performance of the company

	Sagarmal Nahata (Managing Director )	Vivek Khandelwal (Company Secretary )
REMUNERATION IN FY 17-18 ( RS IN LACS )	-	5.40
REVENUE	92.18
REMUNERATION AS A % OF REVENUE	-	5.85
PROFIT BEFORE	3.45

TAX ( PBT ) ( RS IN LACS )
REMUNERATION AS % OF PBT	-	156.52

g. Variation in the market capitalization of the Company , price earnings ratio as at the closing date of the current financial year and previous financial year

Financial Year	Market Capitalization	P/E Ratio
17-18	19.65 cr	-

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the last year.

The Share of the Company was not traded in the Financial 16-17. Hence Comparison is not done.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

There was an increase of 10% (avg.) in the remuneration of employees in the financial year 2017-2018

j. Comparison of each remuneration of the managerial personnel against the performance of the company

	Mr. Sagarmal Nahata ( Managing Director )
REMUNERATION IN FY 17-18	-

( RS IN LACS )
REVENUE	92.18
REMUNERATION AS A % OF REVENUE
PROFIT BEFORE TAX ( PBT ) ( RS IN LACS )	3.45
REMUNERATION AS % OF PBT

k. The key parameters for any variable component of remuneration availed by the Directors Apart from remuneration paid to the executive directors no remuneration is paid to the non executive directors of the company .

l. The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year . NONE

m. Affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms remuneration is as per the remuneration policy of the company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and disclosure Requirement) Regulation, 2015

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

30th, May, 2017 For and on behalf of the

Board of Directors

---

Mar 31, 2015

The Directors have pleasure in presenting their Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars March 31, March 31, 2015 2014

Income from operations 82.66 58.90

Other Income 0.59 0.98

Total 83.25 59.88

Profit before depreciation & taxation& 24.32 15.26 exceptional item

Less: Depreciation 7.86 10.22

Add : exceptional Item Nil Nil

Profit Before Tax 16.46 5.04

Less: Provision for taxation 5.07 1.56

Add: Prior period adjustment 6.36 Nil

Profit after taxation 17.75 3.48

Add: Balance brought forward from (87.82) (88.28) previous year

Less : Fixed Assets Written Off (9.75) Nil

Less : Provision for Standard Assets Nil (3.02)

Balance carried to Balance sheet (79.81) (87.82)

OPERATIONAL REVIEW:

During the year under review the turnover inclined to 83.25 Lacs in comparison to that of the previous year 59.88 Lacs . Profit before depreciation and taxation was Rs. 24.32 lacs against Rs. 15.26 Lacs in the previous year. After providing for taxation and depreciation of Rs. 12.93 Lacs & Rs 11.78 Lacs respectively, the net profit of the Company for the year under review after considering income from exceptional item was placed at Rs. 17.75 Lacs as against Rs. 3.48, lacs in the previous year.

DIVIDEND:

In view of Accumulated Loss in the Balance Sheet your directors do not recommend any dividend for the year under operation.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs 1500.24 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31ST March , 2015 none of the Directors hold any instrument convertible into equity shares of the company .

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 48.14 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

FIXED DEPOSITS:

The Company being a Non Banking Financial Corporation (NBFC) has not accepted deposits and as such no amount on account of principal or interest on Public Deposits was outstanding as on the date of Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Being a NBFC Company Section 186 of Companies Act, 2013 is not applicable to the Company.

The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee in consultation with the Statutory Auditor of the Company . To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

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 Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of "corporate social responsibility" (CSR ) .

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Your Company is a Non Banking Finance Company hence information regarding disclosure of conservation of energy is not applicable to it. However as a part of national interest it ensures that energy consumption is kept at minimum.

There are no technology involved as the Company is a Non Banking Finance Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review the Company has NIL foreign exchange earnings/foreign exchange out flow.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

DIRECTORS:

For the Financial Year under review the Company has no Director who is liable to retire by rotation.

Mr. Sagarmal Nahata has been appointed as the Managing Director of the Company for period of 3 Years from 01St January, 2015. The Board of Directors have on the recommendation of the Nomination and Remuneration Committee appointed Mr. Sagarmal Nahata as Managing Director.

Mr. Sujit Kumar Panda appointed as the Director of the Company on 15th December, 2014, whose appointment will be regularize in the Annual general Meeting. The Nomination and Remuneration Committee has given their approval for his appointment.

Mrs. Kanak Nahata who was appointed in the Board as Woman Director resigned from the Board on 15th December, 2014 on the ground of her health. The Company is in search of suitable woman director to fill the vacancy caused by Mrs. Kanak Nahata resignation.

Based on the Confirmation received none of the Director of the Company is disqualified for appointment under the applicable provisions of the Companies Act , 2013 .

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

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, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Eight (8) Board Meetings and Five (5) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All Related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company during the year that would have required shareholder approval under Clause 49 of the Listing Agreement. All related party transactions are reported to the Audit Committee. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are planned and/ or repetitive in nature and omnibus approvals are taken within limits laid down for unforeseen transactions. The disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

The details of the transactions with related parties during 2014-15 are provided in the accompanying financial statements.

None of the Directors had any pecuniary relationship or transactions with the Company during the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website .

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comment under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report.

However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

Pursuant to the Provisions of SEC 139 of the Companies Act 2013 and the rules made there under, Auditors C. Ghatak & Co. , Chartered Accountants, Kolkata were appointed as statutory auditors of the Company from the conclusion of the annual general meeting (AGM) of the Company held on September 29TH 2014 till the conclusion of the annual general meeting (AGM) of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM.

SECRETARIAL AUDIT:

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 Chetna Gupta & Associates a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure "B".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement , the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

PARTICULARS OF EMPLOYEES: ( Rule 5(2) & Rule 5(1) )

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year

RATIO TO NON EXECUTIVE DIRECTORS MEDIAN REMUNERATION

Mr. Sandip Kumar Bej --

Mr. Radha Kant Tiwari --

Mr. Sujit Kumar Panja --

EXECUTIVE DIRECTOR

Mr. Sagarmal Nahata --

b. The Percentage increase in remuneration of each Director , chief executive officer , chief financial officer , company secretary in the company .

% increase in Director , chief executive officer , chief financial remuneration in officer and company secretary the financial year

There was no increase in the remuneration of Director , chief executive officer, chief financial officer and company secretary.

They were paid the salary last drawn by them during the FY 13-14

c. The Percentage increase in the median remuneration of employees in the financial year

% increase in Employees remuneration in the financial year

There was on average 29% increase in the remuneration of employees.

d. The Number of permanent employees in the rolls of the Company other than KMP is Ten (10). Some Employees has joined the company during the FY 14-15. Since there term of employment is still under probation period, they are not considered as the permanent employees for the FY 14-15.

e. The explanation on the relationship between average increase in remuneration and company performances :

On an average the employees received an annual increase of 10% in India . The increase in remuneration is in more than the market trend . In order to ensure that remuneration reflects company performance , the performance pay is also linked to organization performance , apart from an individual's performance .

f. Comparison of remuneration of the key managerial personnel against the performance of the company

Sagarmal Vivek Nahata Khandelwal (Managing (Company Director ) Secretary )

REMUNERATION

IN FY 14-15 - 2.40 ( RS IN LACS )

REVENUE 83.25

REMUNERATION AS A % OF - 2.88 REVENUE

PROFIT BEFORE TAX ( PBT ) ( RS 16.46 IN LACS )

REMUNERATION - 14.58 AS % OF PBT

g. Variation in the market capitalization of the Company , price earnings ratio as at the closing date of the current financial year and previous financial year

Financial Year Market Capitalization P/E Ratio

13-14 Nil* Nil*

14-15 Nil* Nil*

*The Share of the Company was not traded in the Financial Year 13-14 & 14- 15.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

*The Share of the Company was not traded in the Financial Year 13-14 & 14- 15.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

There was increase of 29% in the employees remuneration which was linked to the performance of the Company. There was no managerial remuneration paid for the year .

j. Comparison of each remuneration of the managerial personnel against the performance of the company

Mr. Sagarmal Nahata (Managing Director)

REMUNERATION IN FY 14-15 -- ( RS IN LACS )

REVENUE 83.25

REMUNERATION AS A % OF - REVENUE

PROFIT BEFORE TAX (PBT) 16.46 (RS IN LACS)

REMUNERATION AS % OF - PBT

k. The key parameters for any variable component of remuneration availed by the Directors No remuneration is paid to the executive or non executive directors of the company .

l. The ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

NONE

m. Affirmation that the remuneration is as per the remuneration policy of the company The Company affirms remuneration is as per the remuneration policy of the company .

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For and on behalf of the

Board of Directors

Sagarmal Nahata

Sandip Kumar Bej

Vivek Khandelwal

---

Mar 31, 2014

The Directors have pleasure in submitting the 31sl Annual Report together with the Audited Statement of Accounts for the year ended 31" March, 2014.

FINANCIAL RESULT & OPERATION:

During the period under review your Company has earned a Profit of Rs. 5,03,764.00 (Previous Year Profit Rs. 24,804.00) which your recommended to carry over to Balance Sheet.

DIVIDEND:

Due to inadequate profits earned during the year, your directors express their inability to declare dividend.

PERFORMANCE & PROSPECTS:

Due to continuing adverse Investment environment, the Company has still able to earn a low profit during the year. But the Directors expect that overall situation will improve during the near future.

CURRENT YEAR OUT LOOK :

With positive steps taken by the Board to expand the activities of the company it is expected that the earning of the company will be increased considerable.

DIRECTORS:

Mr. Siddhartha Nahata retires by rotation and being eligible offers himself for re-appointment

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Aet. 1956 and the rules framed there under for furnishing the particulars of employees are not applicable to the company as there is no such person drawing remuneration in excess of the specified limit.

AUDITORS OBSERVATIONS:

Auditors has made certain comments in their report which are self explanatory and doesn't require any clarification.

AUDITORS:

The Company's Auditors M/s. C. Ghatak & Co., Chartered Accountants. Who were re-appointed, retire at the conclusion of ensuing Annual General Meeting and are in- eligible for re-appointment. A letter has been received from them stating that if re- appointed, the appointment will be in accordance with the provision of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit from Public under section 58A of the Companies Act, 1956 read wiih the Companies (Acceptance of Deposit) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of condition of Corporate Governance forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

These rules are not applicable for the company, but it still lays emphasis on conservation of energy, and its facility has been designed to minimize use of energy and to adopt latest technologies and for conservation of environment.

LISTING OF SHARES

Your Directors confirm that The Annual Listing Fees has been regularly paid to the Calcutta Stock Exchange, where the shares of the Company are listed.

The Management Discussion & Analysis Report forms an integral pan of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the Applicable Accounting Standards has been followed along with proper explanation relating to material departures; ii) The Directors has 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 for the Company at the end of the financial year and of the loss of the Company for the period;

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

iv) The Directors have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956, your Director have constituted an Audit Committee comprising of three Directors Shri Siddharth Nahata, Shri Sardul Singh Jain and Sri Sandip Kumar Bej. The role, terms of reference and powers of the Audit Committee are in confirm with the requirements of the Companies Act, 1956.

APPRECIATION:

We Wish to place on record our appreciation of the devoted services of staff and executives of the Company which have largely contributed to its efficient management.

Managing Diiector

Place: Kolkata

Dated: 30/06/2014 RGF Capital Markets Ltd RGF Capital Markers Ltd

(DIRECTOR) (DIRECTOR)

---

Mar 31, 2013

The Directors have pleasure in submitting the 30th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS 2012-2013 2011-2012 Rs. Rs.

Total Income 6055058.00 5617721.00

Profit/ (Loss) before Depreciation 1320209.00 1533787.00

Less: Depreciation 1295405.00 1509612.00

Profit/ (Loss) after Depreciation 24804.00 24175.00

Provision for Fringe Benefit Tax -- --

Less: Provision for Taxation -- --

Profit/ (Loss) after Tax 24804.00 24175.00

Balance brought forward - Profit/(Loss) (88,52,371.00) (88,76,546.00)

BALANCE CARRIED TO BALANCE SHEET (88,27,567.00) (88,52,371.00)

DIVIDEND:

Due to inadequate profits earned during the year, your directors express their inability to declare dividend.

PERFORMANCE & PROSPECTS:

Due to continuing adverse Investment environment, the Company has still able to earn a low profit during the year. But the Directors expect that overall situation will improve during the near future.

CURRENT YEAR OUT LOOK :

With positive steps taken by the Board to expand the activities of the company it is expected that the earning of the company will be increased considerable.

DIRECTORS:

Kanak Nahata retires by rotation and being eligible offers himself for re-appointment.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under for furnishing the particulars of employees are not applicable to the company as there is no such person drawing remuneration in excess of the specified limit.

AUDITORS OBSERVATIONS:

Auditors has made certain comments in their report which are self explanatory and doesn't require any clarification.

AUDITORS:

The Company's Auditors M/s. C. Ghatak & Co., Chartered Accountants, who were appointed in place of the outgoing auditors M/s. Arup & Associates, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. A letter has been received from them stating that if re-appointed, the appointment will be in accordance with the provision of the Companies Act, 1956.

COMPLIANCE CERTIFICATE:

Pursuant to proviso to sub section 1 of section 383A of the companies Act, 1956, copy of secretarial compliance certificate is annexed herewith.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit from Public under section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of condition of Corporate Governance forms part of the Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

These rules are not applicable for the company, but it still lays emphasis on conservation of energy, and its facility has been designed to minimize use of energy and to adopt latest technologies and for conservation of environment.

LISTING OF SHARES

Your Directors confirm that The Annual Listing Fees has been regularly paid to the Calcutta Stock Exchange, where the shares of the Company are listed.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the Applicable Accounting Standards has been followed along with proper explanation relating to material departures;

ii) The Directors has 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 for the Company at the end of the financial year and of the loss of the Company for the period;

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

iv) The Directors have prepared the annual accounts on a going concern basis.

AUDIT COMMETTEE:

Pursuant to the provisions of Section 292A of the Companies Act, 1956, your Director have constituted an Audit Committee comprising of three Directors Shri Siddharth Nahata, Shri Sardul Singh Jain and Smt. Kanak Nahata. The role, terms of reference and powers of the Audit Committee are in confirm with the requirements of the Companies Act, 1956.

APPRECIATION:

We wish to place on record our appreciation of the devoted services of staff and executives of the Company which have largely contributed to its efficient management.

RGF CAPITAL MARKETS LIMITED

Sagar Mai Nahata }

Place : Kolkata Kanak Nahata } Director

Dated: 25/07/2013 Siddharth Nahata }

---

Mar 31, 2012

The Directors have pleasure in submitting the 29th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS 2011-2012 2010-2011 Rs. Rs.

Total Income 5617721.00 16,76,117.00

Profit/ (Loss) before Depreciation 1533787.00 (752617.00)

Less: Depreciation 1509612.00 764806.00

Profit/(Loss) after Depreciation 24175.00 (1517423.00)

Provision for Fringe Benefit Tax --- ---

Less: Provision for Taxation Profit/ (Loss) after Tax 24175.00 (1517423.00)

Balance brought forward - Profit/(Loss) (88,76,546.00) (73,59,123.00)

BALANCE CARRIED TO BALANCE SHEET (88,52,371.00) (88,76,546.00)

DIVIDEND;

Due to inadequate profits earned during the year, your directors express their inability to declare dividend.

PERFORMANCE & PROSPECTS:

Due to continuing adverse Investment environment, the Company has still able to earn a low profit during the year. But the Directors expect that overall situation will improve during the near future.

CURRENT YEAR OUT LOOK :

With positive steps taken by the Board to expand the activities of the company it is expected that the earning of the company will be increased considerable.

DIRECTORS:

Sagar Mai Nahata retires by rotation and being eligible offers himself for re- appointment

PARTICULARS OF EMPLOYEES:

- The provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under for furnishing the particulars of employees are not applicable to the company as there is no such person drawing remuneration in excess of the specified limit.

AUDITORS OBSERVATIONS:

Auditors has made certain comments in their report which are self explanatory and doesn't require any clarification.

AUDITORS:

The Company's Auditors M/s. Arup & Associates , Chartered Accountants, who were appointed in place of the outgoing auditors M/s. Uttam Kumar Bose, Chartered Accountants , retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. A letter has been received from them stating that if re- appointed, the appointment will be in accordance with the provision of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of condition of Corporate Governance forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

These rules are not applicable for the company, but it still lays emphasis on conservation of energy, and its facility has been designed to minimize use of energy and to adopt latest technologies and for conservation of environment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the Applicable Accounting Standards has been followed along with proper explanation relating to material departures;

ii) The Directors has 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 for the Company at the end of the financial year and of the loss of the Company for the period;

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

iv) The Directors have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 292 A of the Companies Act, 1956, your Director have constituted an Audit Committee comprising of three Directors Shri Sagar Mai Nahata, Shri Sardul Singh Jain and Smt. Kanak Nahata. The role, terms of reference and powers of the Audit Committee are in confirm with the requirements of the Companies Act, 1956.

APPRECIATION;

We wish to place on record our appreciation of the devoted services of staff and executives of the Company which have largely contributed to its efficient management.

Place : Kolkata

Dated: 25/06/2012 (DIRECTOR) (DIRECTOR)

---

Mar 31, 2011

The Directors have pleasure in submitting the 28th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS 2010-2011 2009-2010 Rs. Rs.

Total Income 16,76,117.00 30,79,084.00

Profit/(Loss) before Depreciation (752616.70) 7,91,321.16

Less: Depreciation 764806.00 2,99,024.00

Profit/ (Loss) after Depreciation (1517422.70) 4,92,297.16

Provision for Fringe Benefit Tax --- ---

Less: Provision for Taxation --- ---

Yofit/(Loss) after Tax (1517422.70) 4,92,297.16

Balance brought forward - Profit/(Loss) (73,59,123.19) (78,51,420.35)

BALANCE CARRIED TO BALANCE SHEET (88,76,545.89) (73,59,123.19)

DIVIDEND:

Due to inadequate profits earned during the year, your directors express their inability to declare dividend.

PERFORMANCE & PROSPECTS:

Due to continuing adverse Investment environment, the Company has still able to earn a low profit during the year. But the Directors expect that overall situation will improve during the near future.

CURRENT YEAR OUT LOOK :

With positive steps taken by the Board to expand the activities of the company it is expected that the earning of the company will be increased considerable.

DIRECTORS:

Sagar Mai Nahata retires by rotation and being eligible offers himself for re- appointment

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956 and the rules framed there under for furnishing the particulars of employees are not applicable to the company as there is no such person drawing remuneration in excess of the specified limit.

AUDITORS OBSERVATIONS:

Auditors has made certain comments in their report which are self explanatory and doesn't require any clarification.

AUDITORS:

The Company's Auditors M/s. Uttam Kumar Bose, Chartered Accountants, who were appointed in place of the outgoing auditors Rahul Goenka & Associates , Chartered Accountants , retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. A letter has been received from them stating that if re- appointed, the appointment will be in accordance with the provision of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year the company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditor's Certificate regarding compliance of condition of Corporate Governance forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

These rules are not applicable for the company, but it still lays emphasis on onservation of energy, and its facility has been designed to minimize use of energy and to adopt latest technologies and for conservation of environment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the Applicable Accounting Standards has been followed along with- proper explanation relating to material departures;

ii) The Directors has 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 for the Company at the end of the financial year and of the loss of the Company for the period;

Place : Kolkata

Dated: 25/06/2011 (DIRECTOR) (DIRECTOR)