Directors Report of RTCL Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report on the business and operations of the Company together with the Annual Accounts for the Financial Year ended on March 31st, 2015.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: (Rupees in Lakhs)

Year ended Year ended PARTICULARS 2014-2015 2013-2014

Sales and Other Income 538.4 304.69

Profit/ (Loss) before Interest and 142.68 86.83 Depreciation

Less: Finance Charges (74.15) (47.52)

Less: Depreciation (21.04) (16.24)

Profit/ (Loss) for the Year 47.49 23.07

Add/(Less): Extraordinary Items (3.76) (1 77)

Add/Less: Tax Adjustment Earlier Years (6.60) -

Less: Provision for Income Tax (12.50) (6.97)

Less: Wealth Tax (0.10) (0.16)

Add/(Less): Deferred Tax/Assets/ Liability) 0.508 0.43

Net Profit/ (Loss) for the Year 25.04 14.6

Add: Balance brought forward 530.18 515.57

Adjustment relating to Fixed Assets 11.31 -

Transferred to General Reserve 5.00 -

Profit/ (Loss) carried to the Balance Sheet 538.90 530.17

OPERATIONS

During the year under review, the Sales and other Income of the Company increased to Rs.538.4 (lacs) as compared to Rs 304.69 (lacs) in the previous year. The net profit of the Company increased to Rs.25.04 (lacs) in comparison to Rs.14.61 (lacs) in the previous year. The Company will continue to be responsive to changes in market dynamics and consumer behaviour and other key factors influencing the Business, and will formulate its strategies accordingly.

RESERVES

During the year under review, the Company has transferred Rs. 5,00,000.00 (Rupees Five lacs Only) from the Profits of Current year 2014-2015, to general reserve of the Company & outstanding amount in the general reserve of the Company increased to Rs.66.18 (in Lacs).

DIVIDEND

During the year, the Company has earned profit and the Directors have decided to Plough back profits for the expansion of business of the Company and hence no dividend could be recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the both Depository systems that is National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2015 is as under:

Particulars Nos. of Shares Percentage

Electronic Mode

CDSL 643882 05.37%

NSDL 8512848 70.93%

9156730 76.3%

Physical Mode 2844440 23.70%

Total: 12001170 100.00%

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the Form-MGT-9 is annexed as Annexure I to the annual report.

BOARD AND COMMITTEE MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Twenty Board Meetings and Four Audit Committee Meetings were duly convened. 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.

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Board has constituted an Audit Committee with Mr. Manoj Pandey (DIN No.00057386) Chairman, Mr. Sunil Tandon (DIN No.02249543), Mr. Ajay Kumar Jain (DIN No. 00043349), *Ms. Chitranshi Tiwari (DIN No. 07145469) and **Mr. Priyank Jain (DIN No.06491359). There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The other Committees of the Board are :

i) Nomination and Remuneration Committee

ii) Stakeholders' Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

*Appointed as an Additional Director wef 31.03.2015, who vacates her office at the conclusion of this AGM, be and is hereby appointed as Independent Director of the Company.

** Resigned from the office wef 14.07.2015

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under the Companies Act, 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That the Directors had 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 the financial year and of the profit of the Company for the year under review;

(iii) That 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;

(iv) That the Directors have prepared the annual accounts for the financial year ended on 31st March, 2015, on '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 systems to ensure Compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Mr. Ajay Kumar Jain, (DIN No.00043349), Chairman and the Whole-Time Director and Mr. Sunil Tandon, (DIN No.02249543) Whole-Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

II. Ms. Chitranshi Tiwari, (DIN No.07145469) director of the Company has been appointed as an Independent Non Executive Additional Director on 31.03.2015.

III. Mr. Priyank Jain, (06491359), Director of the Company, was appointed as Independent Non Executive Director in the Company on 10.01.2013 and has resigned from the Office w.e.f. 14.07.2015.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The declaration was placed before the board for their review.

POLICY ON DIRECTORS, KMPs & OTHER EMPLOYEES:

The Company has adopted Governance Guidelines on Board's Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of Independent Director, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Policy for Nomination and Remuneration of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate the performance of the Board on a periodic basis, including each time a Director's appointment or re-appointment is required or not. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act, 2013 the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the 'Code of Independent Directors', as outlined in Schedule IV of the Companies Act, 2013.

STATUTORY AUDITORS & AUDIT REPORT

M/s Kumar Piyush & Co.(Firm Registration No.: 005120N), Chartered Accountants, New Delhi, the Statutory Auditors of the Company, will retire at the conclusion of ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of One Year from the conclusion of this Annual General Meeting till the conclusion of Twenty Second Annual General Meeting. The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks.

COST AUDITOR & COST AUDIT REPORT

Pursuant to Section 148 of the Companies Act 2013 the Company is not required to appoint cost auditor for the Financial Year ended 2014-2015.

As per the Cost Audit Orders, Cost Audit is not applicable on the Products and Business of the Company for the F.Y. 2014- 2015

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Sushil Gupta & Associates, Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the year ended on 31st March, 2015. The Secretarial Audit Report is annexed thereto as Annexure IV.

The Secretarial Audit Report for the financial year ended on 31st March, 2015 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has appointed, Mr. Sandeep Kumar Saraogi, Chartered Accountant (ACA-411706) as an Internal Auditor of Company to ensure compliances and effectiveness of the Internal Control Systems in place as per the decision taken during the financial year 2014-2015. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment and his scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are:

Particulars of Loan given for Corporate Needs:

S. No. Name of Party Amount (Rs.)

1 Jai Nest Build Private Limited 30,157.00

2 Lotus Infra Projects Private Limited 5,32,42,585.00

3 Raghunath Holdings and Finlease Private Limited 1,34,018.00

4 Sir Bio Tech India Limited 59,41,407.00

Particulars of Guarantee given for Corporate Needs:

S. No. Name of Party Purpose

1 Sir Bio Tech India Limited Secure the various credit facilities

2 Shreesri Buildtech Private Limited Facilitating FBWC Limit

S. No. Name of Party Amount (Rs.)

1 Sir Bio Tech India Limited 15.00 Crores

2 Shreesri Buildtech Private Limited 950.00 Lacs

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of the Companies Act, 2013, the Board hereby confirms that the Company has not entered into any Contract and Arrangement with the Related Party during the year. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: http:// www.rtcllimited.com/images/pdf/RPP.pdf

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments, if any, affecting the Financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial statements relate and the date of Report.

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

The information required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014:

Conservation Of Energy:

The Company's operations involve low energy consumption. There are no major areas where any energy conservation measure can be taken. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

Technology Absorption:

The Company is in Trading and real estate Industry and therefore, specific technology absorption, adaptations and innovation will be taken care of/ implemented, wherever required.

Foreign Exchange Earning & Outgo:

(i) Total Foreign Exchange earned: NIL

(ii) Total Foreign Exchange outgo: NIL

Research & Development:

Sr. No. Particulars Status

1. Specific areas in which Research and Development carried out by the Company. NIL

2. Benefit derived as a result of the above Research and Development. NIL

3. Future plan of action. NIL

4. Expenditure on Research and development. NIL

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in the Report of Management Discussion and Analysis Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company, hereby confirms that the Provisions of Section 135(1) of the Companies Act, 2013 are not applicable on our Company. However, the responsibility of the Company is to make a positive impact on the communities in which the company does business through its support of selected programs, outreach efforts and initiatives that improve and enhance the quality of life.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

SUBSIDIARY COMPANY/ ASSOCIATE COMPANY.

Pursuant to the Sub-Section (3) of Section 129 of the Companies Act, 2013 during the year under review, the Company has no Subsidiary Company whereas the Company has following Associate Companies:

S. Name and Address of the CIN/GLN No. Company

1. Raghunath Builders Pvt. Ltd U70101DL1994PTC062202

2. PJ Softwares Pvt. Ltd U65993UP1995PTC018915

3 Trendy Buildcon Pvt. Ltd U92141DL2005PTC138050

4 Mangalam Infra Projects Pvt. Ltd U74899DL2005PTC143999

S. Name and Address of the Holding/subsidiary/ No. Company Associate

1. Raghunath Builders Pvt. Ltd Associate

2. PJ Softwares Pvt. Ltd Associate

3 Trendy Buildcon Pvt. Ltd Associate

4 Mangalam Infra Projects Pvt. Ltd Associate

S. Name and Address of the % of Applicable No. Company shares Section

1. Raghunath Builders Pvt. Ltd 31.1 2(6)

2. PJ Softwares Pvt. Ltd 42.3 2(6)

3 Trendy Buildcon Pvt. Ltd 39.52 2(6)

4 Mangalam Infra Projects Pvt. Ltd 44.86 2(6)

The statement containing the salient feature of the Financial Statement of the Company's subsidiary or subsidiaries, Associate Company or Companies and Joint Ventures or Ventures given in Form AOC-1.

DEPOSITS

During the Year under review, Our Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBU- NALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE.

In terms of the information required under Section 134 of the Companies Act, 2013 and Clause 8 of the Companies (Accounts) Rules, 2014 it is to be noted that there is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. The Code of Conduct of the Company serves as a guide for daily business interactions, reflecting the Company's standard for appropriate behaviour and living Corporate Values. The Code of Conduct applies to all people, including Directors, Officers, and all employees of the Company. Even the Company vendors and suppliers are also subject to these requirements as adherence to the Code is a prerequisite for conducting business with the Company. The Code of Conduct is available on the Company web link http://www.rtcllimited.com/wbp.asp to report any genuine concerns about unethical behaviour, any actual or suspected fraud or violation of Company's Code of Conduct.

PARTICULARS OF EMPLOYEES

The information required in pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in statement of particulars of employees is annexed as Annexure II of the Annual Report.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of last seven years. Therefore, no fund are required to be transferred to Investor Education and Protection Fund (IEPF).

NOMINATION AND REMUNERATION POLICY

The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the policy are stated in the Corporate Governance Report which are ensuring that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meet appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objective appropriate to the working of the company and its goals.

CORPORATE GOVERNANCE

The Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion & Analysis as Annexure III are included in the Annual Report and Certificate dated 02nd September, 2015, of the Secretarial Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

FAMILIARIZATION PROGRAM

Your Company, for many years now, has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook. Details of familiarization programs extended to the Non- executive & Independent Directors during the year are also disclosed on the Company website at the Web Link http://www. rtcllimited.com/imaaes/pdf/FP.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement of Stock Exchange, the Management Discussion and Analysis Report is enclosed as Annexure to the annual report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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 the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

LISTING WITH STOCK EXCHANGE:

Presently the Equity shares of the Company are traded in T Group at the Bombay Stock Exchange. Earlier, the equity shares of our Company were also listed on U.P. Stock Exchange, being the regional Stock Exchange. The Shareholders of UP Stock Exchange at their Extra-Ordinary General Meeting held on 30th June, 2014 made a request to Securities and Exchange Board of India (SEBI) for its Exit as Stock Exchange, which request was confirmed by the SEBI vide its Exit Order dated 09th, June, 2015. Hence the recognition of UPSE was withdrawn by SEBI.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

ACKNOWLEDGMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence reposed in the Management.

For and on behalf of the Board

Sd/- Sd/- Place: Kanpur (Ajay Kumar Jain) (Sunil Tandon) Date: 02nd September, 2015 Whole Time Director Whole Time Director DIN NO. 00043349 DIN NO. 02249543

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Mar 31, 2014

THE MEMBERS OF RTCL LIMITED

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended March 31st, 2014.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs)

PARTICULARS Year ended Year ended 2013- 2014 2012-2013

Sales and Other Income 304.69 950.40

Profi t/ (Loss) before Interest and Depreciation 83.30 494.98

Less: Finance Charges (44.00) (31.99)

Less: Depreciation (16.24) (18.77)

Profi t/ (Loss) for the Year 23.06 444.22

Add/(Less): Extraordinary Items (1.77) 84.64

Add/Less: Tax Adjustment Earlier Years - (04.02)

Less: Provision for Income Tax (6.96) (172.72)

Less: Wealth Tax (0.15) (0.23)

Add/(Less): Deferred Tax/Assets/ Liability) 0.43 00.85

Net Profi t/ (Loss) for the Year 14.61 352.74

Add: Balance brought forward 515.57 192.82

Add: Effect of Prior Period Rent/Interest Income taken in Statement of - 31.18 Income for the Year 2011-12

Profi t/ (Loss) carried to the Balance Sheet 591.36 576.75



OPERATIONS

During the year under review, the Gross Turnover of the Company decrease to Rs. 304.69 compared to Rs 950.40 lacs in the previous year. The net profi t of the Company decreased to Rs.14.61 lacs in comparison to Rs.352.74 lacs in the previous year.

The Company will continue to be responsive to changes in market dynamics and consumer behaviour and other key factors infl uencing the business, and will formulate its strategies accordingly. The Company is planning to venture in real estate/ construction business during the Year.

DIVIDEND

With a view to conserve resources for future needs of the Company, the Directors regret their inability to propose any dividend for the year under review.

DIRECTORS

- Mr. Ajay Kumar Jain (DIN No. 00043349) and Mr. Sunil Tandon (DIN No. 02249543) are liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

- Mr. Harshneet Singh DIN NO. (03496124) appointed as a Director of the Company on 02/06/2014 has resigned from the Board of Directors w.e.f 30/06/2014.

- Mr. Sunil Tandon (DIN No. 00249543), who was Non Executive (Independent Director) of the Company was appointed as Executive Director of the Company from 1st July, 2014.

- Mr. Manoj Kumar Pandey, Director (DIN No. 00057386) of the Company, was appointed as an Independent, Non- Executive Director on 29.09.2011. In accordance with Section 149(10) of the Companies Act, 2013, he will hold the offi ce of Independent Director in the Company upto 28.09.2016.

- Mr. Priyank Jain, Director (DIN No. 06491359) of the Company, was appointed as an Independent, Non-Executive Director on 30.09.2013. In accordance with Section 149(10) of the Companies Act, 2013, he will hold the offi ce of Independent Director in the Company upto 29.09.2018.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section of the Companies Act, with respect to the Directors'' Responsibility Statement, it is hereby confi rmed:

(i) That in the preparation of the annual accounts for the fi nancial year ended 31st March, 2014, the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That the Directors had 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 the fi nancial year and of the profi t of the Company for the year under review;

(iii) That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts for the fi nancial year ended 31st March, 2014, on ''going concern'' basis.

DEMATERIALIZATION OF EQUITY SHARES

The Company''s equity shares are available for trading in the Depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Securities Identifi cation Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2014 is as under:

Particulars Nos. of Shares Percentage

Electronic Mode

CDSL 6,46,492 05.39%

NSDL 84,93,238 70.77%

9139730 76.16%

Physical Mode 2861440 23.76%

Total : 1,20,01,170 100.00%

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certifi cate dated 2nd September, 2014, of the Auditors of your Company confi rming the compliance of conditions of Corporate Governance is also annexed thereto.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to applicable Section of the Companies Act 2013, read with the Companies (Particulars of Employees) Rules, 1975, as amended up-to-date.

AUDITORS

M/s. Kumar Piyush & Co. Chartered Accountants, New Delhi, the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fi xed deposits from the public as per the relevant provision of the Companies Act, 2013 and the Rules made there under.

SUBSIDIARY COMPANY

The Company is not having any subsidiary company.

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

The information required under Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo is attached hereto as Annexure-''A'' and forms part of the Directors'' Report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confi dence in the Management.

For and on behalf of the Board

Sd/- Sd/- Place: Delhi (Ajay Kumar Jain) (Sunil Tandon) Date: 2nd September, Director Director 2014 DIN NO.00043349 DIN NO.02249543

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Mar 31, 2013

To THE MEMBERS OF RTCL LIMITED

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31st, 2013.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs) PARTICULARS Year ended Year ended 2012-2013 2011-2012 Sales and Other Income 953.40 19.71

Profi t/(Loss) before Interest and Depreciation 497.98 (16.63)

Less: Finance Charges (31.99) (0.233)

Less: Depreciation (18.77) (15.93)

Profi t/(Loss) for the Year 447.22 (32.79)

Add/(Less): Extraordinary Items 84.64 77.41

Add/Less: Tax Adjustment Earlier Years (04.02) (1.17)

Less: Provision for Income Tax (173.69) (8.50)

Less: Wealth Tax (00.23) (0.36)

Add/(Less): Deferred Tax Assets/ (Liability) 00.85 00.10

Net Profi t/(Loss) for the Year 354.77 34.68

Add: Balance brought forward 192.82 158.14

Add: Effect of Prior Period Rent/Interest Income taken in Statement of 31.18 00.00

Income for the Year 2011-2012

Profi t/(Loss) carried to the Balance Sheet 578.77 192.82

OPERATIONS

During the year under review, the Gross Turnover of the Company increase to Rs. 953.40 compared to Rs 19.71 lacs in the previous year. The Company was able to earn profi t of Rs. 354.77 lacs as against profi t of Rs. 34.68 lacs in the previous year. The net profi t of the Company increased to Rs. 354.77 lacs in comparison to Rs. 34.68 lacs in the previous year.

The Company will continue to be responsive to changes in market dynamics and consumer behaviour and other key factors infl uencing the business, and will formulate its strategies accordingly. The Company is planning to venture in real estate/ construction business during the Year.

DIVIDEND

With a view to conserve resources for future needs of the Company, the Directors regret their inability to propose any dividend for the year under review.

DIRECTORS

- Mr. Sunil Tandon & Mr. Manoj Kumar Pandey are liable to retire by rotation and being eligible, offers themselves for re- appointment at the ensuing Annual General Meeting.

- Mr. Priyank Jain, has been appointed as an Additional Director w.e.f. 10th January 2013.

- Mr. Vijay Mishra has resigned from the Board of Directors, due to his personal reason w.e.f. 10th January 2013.The Board Place on record its appreciation of the valuable Services rendered by Mr. Vijay Mishra.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confi rmed: (i) That in the preparation of the annual accounts for the fi nancial year ended 31st March, 2013, the applicable accounting standards had been followed and no material departure have been made from the same; (ii) That the Directors had 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 the fi nancial year and of the profi t of the Company for the year under review; (iii) That Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That Directors have prepared the annual accounts for the fi nancial year ended 31st March, 2013, on ''going concern'' basis.

DEMATERIALIZATION OF EQUITY SHARES

The Company''s equity shares are available for trading in the Depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Securities Identifi cation Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2013 is as under:

Particulars Nos. of Shares Percentage

Electronic Mode

CDSL 6,43,302 05.36%

NSDL 84,89,528 70.74%

9132830 76.10%

Physical Mode 2868340 23.90%

Total : 1,20,01,170 100.00%

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certifi cate dated May 30th, 2013, of the Auditors of your Company confi rming the compliance of conditions of Corporate Governance is also annexed thereto.

COMPANY SECRETARY

Pursuant to the section 383A and other applicable provisions of the Company Act 1956, Mr. Vishal Saxena, Who is a member of I.C.S.I. and having more than Ten Year work experience in fi eld of Secretarial, Legal, Corporate Governance here by appointed as Secretary of the Company w.e.f form 01.01.2013 on such term & conditions as decided by the Board of Directors.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up-to-date.

AUDITORS

M/s. Kumar Piyush & Co. Chartered Accountants, New Delhi, the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fi xed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

SUBSIDIARY COMPANY

The Company is not having any subsidiary company.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached hereto as Annexure-''A'' and forms part of the Directors'' Report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confi dence in the Management.

For and on behalf of the Board

Sd/- Sd/-

Place: Delhi (Ajay Kumar Jain) (Sunil Tandon)

Date: May 30th, 2013 Director Director

DIN NO.00043349 DIN NO.02249543

---

Mar 31, 2012

To The Members of RTCL Limited

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31st, 2012.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs)

PARTICULARS Year ended Year ended 2011-2012 2010-2011

Sales and Other Income 19.71 72.16

Profit/(Loss) before Interest and Depreciation (16.63) 26.62

Less: Finance Charges (0.233) (6.56)

Less: Depreciation (15.93) (17.98)

Profit/(Loss) for the Year (32.79) 2.07

Add/(Less): Extraordinary Items 77.41 9.43

Add/Less: Tax Adjustment Earlier Years (1.17) 0.15

Less: Provision for Income Tax (8.50) (4.18)

Less: Wealth Tax (0.36) (0.07)

Add/(Less): Deferred Tax Assets/ (Liability) 0.10 0.35

Net Profit/(Loss) for the Year 34.68 7.75

Add: Balance brought forward 158.14 150.39

Profit/(Loss) carried to the Balance Sheet 192.82 158.14

OPERATIONS

During the year under review, the Gross Turnover of the Company declined to Rs. 19.71 compared to Rs 72.16 lacs in the previous year. However, the Company was able to earn profit of Rs. 34.68 lacs as against profit of Rs. 7.75 lacs in the previous year. The net profit of the Company increased to Rs. 34.68 lacs in comparison to Rs. 7.75 lacs in the previous year.

The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly. The Company is planning to venture in real estate/ construction business during the Year.

DIVIDEND

With a view to conserve resources for future needs of the Company, the Directors regret their inability to propose any dividend for the year under review.

DIRECTORS

- Mr. Vijay Mishra & Mr. Manoj Kumar Pandey are liable to retire by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

- Mr. Sunil Tandon has been appointed as an Additional Director w.e.f. 30th November, 2011.

- Mr. Shanker Lal Agrawal has resigned from the Board of Directors, due to personal reasons w.e.f. 30.11.2011. The Board Place on record its appreciation of the valuable Services rendered by Mr. Shanker Lal Agrawal.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That the Directors had 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 the financial year and of the profit of the Company for the year under review;

(iii) That 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 the Company and for preventing and detecting fraud and other irregularities;

(iv) That Directors have prepared the annual accounts for the financial year ended 31st March, 2012, on 'going concern' basis.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the Depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2012 is as under:

Particulars Nos. of Shares Percentage

Electronic Mode

CDSL 7,05,506 05.88%

NSDL 83,26,524 69.38%

90,32,030 75.26%

Physical Mode 29,69,140 24.74%

Total: 1,20,01,170 100.00%

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated May 30th, 2012, of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up-to-date.

AUDITORS

M/s. Kumar Piyush & Co. Chartered Accountants, New Delhi, the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

SUBSIDIARY COMPANY

The Company is not having any subsidiary company.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached hereto as Annexure-'A' and forms part of the Directors' Report.

ACKNOWLEDGEMENTS:

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence in the Management.

For and on behalf of the Board

Sd/- Sd/-

Place: Delhi (Ajay Kumar Jain) (Vijay Mishra)

Date: May 30th, 2012 Director Director

DIN NO.00043349 DIN NO.00322006

---

Mar 31, 2011

The Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts of the Com- pany for the year ended March 31, 2011.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs)

PARTICULARS Year ended Year ended 2010-2011 2009-2010

Sales and Other Income 72.16 103.97

Profit/(Loss) before Interest and Depreciation 26.62 (15.14)

Less: Finance Charges (6.56) (11.37)

Less: Depreciation (17.98) (20.50)

Profit/(Loss) for the Year 2.07 (47.01)

Add/(Less): Extraordinary Items 9.43 158.96

Less: Fringe Benefit Tax NIL -

Less: Provision for Income Tax (4.18) (30.18)

Less: Wealth Tax (0.07) (0.25)

Add/(Less): Deferred Tax Assets/ (Liability) (0.35) 0.62

Net Profit/(Loss) for the Year 7.75 82.14

Add: Balance brought forward 150.39 68.25

Profit/(Loss) carried to the Balance Sheet 158.14 150.39

OPERATIONS

During the year under review, the Gross Turnover of the Company declined to Rs. 72.16 compared to Rs.103.97 lacs in the previous year. However, the Company was able to earn profit of Rs.7.75 lacs as against profit of Rs. 82.14 lacs in the previous year. The net profit of the company declined to Rs.7.75 lacs in comparison to Rs. 82.14 lacs in the previous year.

The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly.

DIVIDEND

With a view to conserve resources for future needs of the Company, the Directors regret their inability to propose any divi- dend for the year under review.

DIRECTORS

Mr. Shanker Lai Agrawal are liable to retire by rotation and being eligible, offers themselves for re-appQintment at the ensuing Annual General Meeting.

Mr. Vijay Mishra has been appointed as Additional Director, w.e.f. 22nd November 2010.

Mr. Ajay Kumar Jain appointed as Additional Director from the approval of the board w.e.f. 22nd November 2010 and he is also appointed as Whole-time Director for the tenure of three year, subject to the approval of the members of the Company at ensuing Annual General Meeting of the Company.

Mr. Manoj Pandey has been appointed as Additional Director, w.e.f. 22nd November 2010.

Mr. Om Prakash Agrawal has resigned from Board due to his personal reason w.e.f 22.11.2010. The Board Place on record its appreciation of the valuable Services and sincere gratitude towards the guidance rendered by Mr. Om Prakash Agrawal.

Mr. Sailesh Kumar Gupta has resigned from the Board due to his personal reason w.e.f. 22.11.2010. The Board Place on record its appreciation of the valuable Services and sincere gratitude towards the guidance rendered by Mr. Sailesh Kumar Gupta.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That the Directors had 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 the financial year and of the profit of the Company for the year under review;

(iii) That 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 the Company and for preventing and detecting fraud and other irregularities;

(iv) That Directors have prepared the annual accounts for the financial year ended 31st March, 2011, on 'going concern' basis.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the Depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2011 is as under:

Particulars Nos. of Shares Percentage

Electronic Mode

CDSL 7,43,883 06.20% NSDL 81,13,247 67.60%

8857130 73.80%

Physical Mode 31,44,040 26.20%

Total: 1,20,01,170 100.00%

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated May 30, 2011, from M/s Sushil Gupta & Associates, Company Secretaries, confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up-to-date.

AUDITORS

M/s. Kumar Piyush & Co. Chartered Accountants, New Delhi, the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 58Aof the Companies Act, 1956 and the Rules made there under.

SUBSIDIARY COMPANY

The Company is not having any subsidiary company.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached hereto as Annexure-'A and forms part of the Directors' Report.

ACKNOWLEDGEMENTS:

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authori- ties and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence in the Management.

For and on behalf of the Board

Sd/- Sd/-

Place: Delhi (Ajay Kumar Jain) (Vijay Mishra)

Date: July 15, 2011 DIN NO.00043349 DIN NO.00322006

Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended March 31,2010.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs}

PARTICULARS Year ended 2009-2010 Year ended 2008-2009

Sales and Other Income 103.97 173.31

Profit/(Loss) before Interest and Depredation (15.14) 62.06

Less: Finance Charges (11.37) (21.54)

Less: Depreciation (20.50) (29.33)

Profit/(Loss) for the Year (47.01) 31.18

Add/(Less): Extraordinary Items 156.96 (4.49)

Less: Fringe Benefit Tax - (1.20)

Less: Provision for Income Tax (30.18) (6.95)

Less: Wealth Tax (0.25) (0.24)

Add/(Less): Deferred Tax Assets/ (Liability) 0.62 .08

Net Profit/(Loss) for the Year 82.14 16.37

Add: Balance brought forward 68.25 51.87

Profit/(Loss) carried to the Balance Sheet 150.39 68.24

OPERATIONS

During the year under review, the Gross Turnover of the Company decreased to Rs. 10 3.97as compared to Rs. 173.31 lacs in the previous year. However, the Company was able to earn profit of Rs. 82.14 lacs as against profit of Rs. 16.37 lacs in the previous year. The net profit of the company enhanced to Rs. 82.14 lacs in comparison to Rs. 16.37 lacs in the previous year.

The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly.

DIVIDEND

With a view to conserve resources for future needs of the Company, the Directors regret their inability to propose any divi- dend for the year under review.

DIRECTORS

Mr. Sri Prakash Agrawal has resigned from Board due to his personal reason w.e.f 30.09.2009.

Mr. Brijesh Kadyar has resigned from the board due to his personal reason w.e.f. 31.05.2010.

Mr. Shanker Lal Agrawal and Mr. Sailesh Kumar Gupta are liable to retire by rotation and being eligible, offers themselves for re-appointment. at the ensuing Annual General Meeting.

Mr. Ashish Tiwari was Appointed as an Additional Director of the Company w.e.f. 31.05.2010. He was also appointed as Whole-time Director Designated as Whole Time Director cum Company Secretary for the tenure of five year, subject to the approvaI of the members of the Company at ensuing Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA)of the Companies Act, 1956, with respect to the Directors Respon- ability Statement, it is hereby confirmed:

(i) That in the preparation of the annua I accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and es- timates 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 the financial yea and of the profit of the Company for the year under review.

(iii) That 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 the Company and for preventing and detecting fraud and other irregularities;

(iv) That Directors have prepared the annual accounts for the financial year ended 31st March, 2010, on going concern basis.

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion &. Analysis are included in the Annual Report and Certificate dated May 31,2010 from M/s Sushil Gupta & Associates, Company Secretaries, confirming the compliance of conditions of Corporate Governance is also an- nexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to Section 217[2A) of the Compa- nies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.

AUDITORS

M/s. Kumar Piyush & Co. Chartered Accountants, New DeIhi the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS REPORT

In respect of observation made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organiza- tion.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any fixed deposits from the public within the meaning of Section 58Aof the Companies Act, 1956 and the Rules made there under.

SUBSIDIARY COMPANY

The Company has one subsidiary company RTC Real Estate Private Limited.

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

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 19BB is attached hereto as Annexure-A and forms part of the Directors Report.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authori- ties and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence in the Management.

For and on behalf of the Board

Place: Delhi (Om Prakash Aqrawal) (Shankor Lal Agrawal)

Date: May 31,2010 DIN NO.00011717 DIN NO.000183597

Director Director