Directors Report of Radhagobind Commercial Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their report together with the audited Balance sheet as at 31st March 2015 and Statement of Profit & Loss for the year ended on that date.

Financial Results Amount (In Rs.)

S. No. Particulars 2014-2015 2013-2014

1. Gross Income 53,98,378.03 43,62,755.00

2. Profit Before Interest and Depreciation 5,48,042.33 2,31,866.41

3. Profit Before Tax 2,78,890.33 80,391.41

4. Provision for Tax 77,496.00 26,048.00

5. Profit After tax 2,01,394.33 54,343.41

6. Proposed Dividend on Equity Shares NIL NIL

7. Balance Brought forward from Balance Sheet 27,83,598.46 27,29,255.05

8. Balance carried forward to Balance Sheet 29,84,992.79 27,83,598.46

Management Discussion and Analysis Report

As required under clause 49 of the listing Agreement with the Stock Exchanges, the management Discussion and Analysis report is enclosed as a part of this report.

Corporate Governance and Shareholders Information

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the listing agreement. As report on Corporate Governance is included as part of this report. Certificate from the Statutory Auditors of the Company M/s Ashok Kumar Natwarlal & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to CSE where the Company's share are listed.

Dematerialisation of shares

96.10% of the Company's paid up Equity share Capital is in dematerialised form as on 31/03/2015 and the balance are in physical form. The Company's registrar are M/s Niche Technologies Private Limited having their registered office at D-511 Bagree Market, 5th Floor, 71, B R B Basu Road Kolkata-700001.

Number of Board Meetings Held

The Board of Directors duly met Eleven Times during the financial year from 1st April 2014 to 31st March 2015. The dates on which meetings were held are as follows:

10/04/2014, 31/05/2014, 10/06/2014, 11/07/2014, 11/08/2014, 31/10/2014,28/11/2014, 16/12/2014, 13/01/2015, 30/03/2015, 31/03/2015.

Directors

Pursuant to the Provisions of Section 161 (1) of the Companies Act, 2013 read with the Articles of Association of the Company, Sri Pratik Jain is appointed as Additional Director of the Company with effect from 16/12/2014. Smt Anny Jain is appointed as additional director of the Company on 30/03/2015 but she resign on 22/04/2014. Smt Payel Chakraborty is appointed as Additional Non Executive professional Director of the Company on 21/04/2015 . Directors shall hold office only upto the date of this Annual General Meeting and being eligible offer herself for reappointment.

Subsidiaries

Details of the Subsidairies are covered under MGT-9.

In accordance with the general Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss Account and other Documents of the Subsidiaries Company are not being attached attached with the Balance Sheet of the Company. However the information of the Subsidiaries are disclosed in compliance with the circular. The Company will provide a copy of Separate annual accounts in respect of each of its subsidiary company to any shareholder of the company who ask for it and the said annual accounts will also be kept for inspection at the registered office of the company and that of the respective subsidiary companies.

Directos Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 Director of your company hereby state and confirm that:- a) In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 the Company at the end of financial year and of the profit of the Company for the same period;

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate are were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

Audit Observations

Auditors' observation are suitably explained in notes to the Accounts and are self-explanatory.

Auditors:

a) Statutory Auditors:- The Auditors M/s Ashok Kumar Natwarlal and Co. Chartered Accountants, Kolkata have been appointed as Auditor of the Company at the last Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent general meeting. Therefore, ratification of appointment of statutory Auditors is being sought from the members of the Company at the ensuing AGM.

b) Secretarial Audit:- According to the Provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit Report submitted by the Companies Secretary in Practice is enclosed as a part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Corporate Social Responsibility

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the CSR is not applicable for the Company.

Vigil Mechanism

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 a vigil Mechanism for Directors and Employee to report genuine concerns has been established.

Related Party Transactions

Relate Party Transactions were not entered during the financial year. Therefore the requirement of Form AOC-2 is not required.

Extracts of Annual Return

The details forming part of the Extract of the Annual Return in form MGT-9 is annexed.

Particulars of Loans, Guarantees or Investments

The Company has not given Loans, Guarantees and Investments. Therefore the requirement to disclose in Notes to Accounts are not required.

Preferential Issue

During the Year the Company came out with a Preferential Issue of 12,00,000 equity shares @ of Rs. 25/- each. The issue was subscribed and shares are allotted on 10/06/2014.

Remuneration to the Directors/KMP

Sr No. Names Designation Remuneration in 2014- Remuneration in 2013- 2015 2014

1 Mr. Sanjay Kumar Tiwari Managing Director 1,16,667 Nil

2 Mr. Jay Prakash Lahoti CS (KMP) 96,667 Nil

3 Mr. Raghav Randar CFO (KMP) 96,667 Nil

Mr. Jay Prakash Lahoti resigned from the post of Company Secretary on 31/03/2015.

Acknowledgement

Directors deeply acknowledge the trust and confidence you have placed in the company. Director would also like to thank all its Banker, Customer, Vendors and Shareholders for their Continued support to the Company. In specific, the Board would also record its sincere appreciation of the Commitment and Contribution made by all employees of the Company.

Kolkata BY ORDER OF THE BOARD

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Mar 31, 2014

The Directors have pleasure in presenting their report together with the audited account for the year ended on 31st March, 2014.

Results

The Company financial performance for the year ended March 31, 2014 is summarized below:-

2013-14 2012-2013

Profit Before Tax 80,391.41 47,947.78

Less:-Provision for Taxation 25,000.00 12,215.00

Tax for Earlier Years 1,345.00 22.204.00

Deferred Tax Liabilities (297.00) 2,600.00

54,343.41 10,928.78

Dividend

Your Directors have not recommended dividend in respect of Equity Shares.

Auditors

M/S ASHOK KUMAR NATWARLAL & CO., Chartered Accountants, retires and are eligible for re-appointment.

Change of Name

The Name of the Company is changed from Tejmangal Commercial Co. Limited to Radhagobind Commercial Limited with effect from 16/07/2013.

Directors' Responsibility Statement

As stipulated, your Directors affirm their commitment to the Directors' Responsibility Statement as below : The directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards with proper explanations relating to material departures. 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 ended 31st March, 2014 and of the profit or loss for the year. 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 frauds and other irregularities. The annual accounts of your Company have been prepared on a going concern basis.

Secretarial Compliance Certificate

Compliance Certificate pursuant to the provisions of section 383A of the Companies Act, 1956 is attached with this report.

Preferential Issue

The Company gets the approval of shareholders for the issue of 12,00,000 Equity shares @ Rs. 25/- (Including Premium of Rs. 15/-).

Consolidated Financial Statements .

In accordance with Accounting standard (AS)-21 on consolidated Financial Statements, the audited Consolidated Financial Statements is provided in the Annual Report.

Subsidiaries

Details of major subsidiaries of the Company and their business operations during the year under review are covered in the Management's Discussion and Analysis Report.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other Documents of the Subsidiaries Companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiaries Company is disclosed in the Annual report in compliance with the said Circular. The Company will provide a Copy of Separate annual accounts in respect of each of its subsidiary Company to any shareholder of the company who ask for it and the said annual accounts will also be kept open for inspection at the registered office of the Company and that of the respective Subsidiary Companies.

Absorption of Technology

In accordance with the provision of Section 217(l)(e) of the companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules 1988, regarding technology, it is to state that there has been no transaction relating to technology during the year.

Conservation of Energy

In accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy, this is to stated that the Company not being a manufacturing Company, has not consumed energy of any significant level and accordingly no measures are required to be taken for energy conservation.

Foreign Exchange

In accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988, regarding Foreign Exchange, it is to state that there has been no transaction relating to Foreign exchange during the year.

Particulars

Provision of Section 217(2 A) of the Companies Act, 1956 is not applicable as no employees were in receipt of remuneration to the extent laid down therein.

Acknowledgement

Directors deeply acknowledge the trust and confidence you have placed in the Company.

Kolkata BY ORDER OF THE BOARD

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Mar 31, 2012

The Directors have pleasure in presenting their report together with the audited account for the year ended on 31st March, 2012.

Results

The working results for the year ended on 31st March, 2012 shows Net Profit of Rs.30,874.52/- (after tax).

Dividend

Your Directors have not recommended dividend in respect of Equity Shares.

Auditors

M/S ASHOK KUMAR NATWARLAL &CO., Chartered Accountants, retires and are eligible for re-appointment.

Directors' Responsibility Statement

It's stipulated, your Directors affirm their commitment to the Directors' Responsibility Statement as below :

The directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards with proper explanations relating to material departures. 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 ended 31st March, 2012 and of the profit or loss for the year. 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 frauds and other irregularities. The annual accounts of your Company have been prepared on a going concern basis.

Secretarial Compliance Certificate

Compliance Certificate pursuant to the provisions of section 383A of the Companies Act, 1956 is attached with this report.

Conservation of Energy

In accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956, read with companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988, regarding conservation of energy, this is to stated that the Company not being a manufacturing Company, has not consumed energy of any significant level and accordingly no measures are required to be taken for energy conservation.

Foreign Exchange

accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956, read with companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988, regarding Foreign Exchange, it is to state that there has been no transaction relating to Foreign exchange during the year.

Particulars

Provision of Section 272(2 A) of the Companies Act, 1956 is not applicable as no employees were in receipt of remuneration to the extent laid down therein.

Acknowledgement

Directors deeply acknowledge the trust and confidence you have placed in the Company.

Kolkata BY ORDER OF THE BOARD

Sanjay Rastogi

Director