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Directors Report of Real Touch Finance Ltd.

Mar 31, 2015

Dear members,

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

5.No. Particulars 2014-2015 2013-2014

1. Gross Income 90,77,353.56 18,27,627.79

2. Profit Before Interest and Depreciation 67,32,888.50 8,87,402.29

3 Profit Before Tax 66,65,927.50 11,97,402.29

4. Provision for Tax 17,71,950.00 3,29,641.00

5 Profit After tax 48,93,977.50 8,67,761.29

6. Transfer to Statutory Reserve as per RBI Guidelines 9,85,000.00 1,74,000.00

7. Proposed Dividend on Equity Shares - -

7. Balance Brought forward from Balance Sheet 3,66,95,892.85 3,60,02,131.56

8. Balance carried forward to Balance Sheet 4,06,04,870.35 3,66,95,892.85

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.

Change of Name

During the Year, the Name of the Company is changed from Associated Cereals Limited to Real Touch Finance Limited. The Company has got the Approval letter from BSE and NSDL But the approval is pending from CSDL and Department of Non Banking Supervision-Reserve Bank of India.

Listing with Stock Exchanges

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

Dematerialisation of shares

63.83 5 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:

2/04/2014, 16/04/2014, 15/05/2014, 31/05/2014, 10/06/2014, 27/06/2014, 11/07/2014, 31/10/2014, 13/01/2015, 30/03/2015, 31/03/2015.


Pursuant to the Provisions of Section 161 (1) of the Companies Act, 2013 read with the Articles of Association of the Company, Smt Anny jain is appointed as Additional Director of the Company and she shall hold office only upto the date of this Annual General Meeting and being eligible offer herself for reappointment.

Director 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.


a) Statutory Auditors:- The Auditors M/s Ashok Kumar Natwarlal and Co. Chartered Accountants, Kolkata retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

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.

c) Internal Auditors:- M/s J P Lakhotia & Associates are the Internal Auditors of the Company.

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

Related Party Transactions that were entered during the financial year were on Arm's length basis and were in the ordinary course of Business. There were no materially significant related party transactions with the Company's promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with the related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed.

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

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial Statements.

Remuneration to the Directors/KMP

Sr No. Names Designation Remuneration in Remuneration in 2014-2015 2013-14

1 Mr. Binod Chand Kankaria Managing Director 1,20,000 Nil

2 Smt Anny Jain CS (KMP) 1,20,000 Nil

Smt Anny Jain resign from the post of Company Secretary as on 20/04/2015 and joins the Company as Non Executive Professional Director. Mr. Arindam Laha is appointed as Chief Financial Officer of the Company with effect from 30/03/2015.


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.