Directors Report of Radhagobind Commercial Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their report together with the audited Balance sheet as at 31^s'' March 2024 and
Statement of Profit & Loss for the year ended on that date.

Financial Results

S. No.	Particulars	2023-2024	2022-2023
I.	Revenue from Operations and Other Income	7,19,412.00	2,76,000.00
2.	Profit Before Interest and Depreciation	(43.845,94.00)	(14,98,842.21)
3	Finance Cost	657384.00	Nil
4	Depreciation and Amortization	Nil	Nil
5	Profit Before Tax and exceptional Items	(50,41,978.00)	(14,98,842.21)
6	Exceptional Items	(3,46.72,001.00)	Nil
7	Profit Before Tax	(3,97.13,979.00)	(14.98,842.21)
8	Provision for Tax	Nil	Nil
9	Provision of Tax for earlier Year	(3,53,51,650.00)	Nil
10	Deferred Tax Liability Written Back	Nil	Nil
11	Profit After tax	(7,50.65.629.00)	(14,98,842.21)
12	Profit on Disposal of Subsidiary	Nil	Nil
13	Other Comprehensive Income Items that will not be reclassified subsequently to profit or loss	Nil	Nil
14	Proposed Dividend on Equity Shares	Nil	Nil
IS	Balance Brought forward from Balance Sheet	(10,64,361.21)	4,34,481
16	Provision written Back	7,11,940.00	Nil
17	Balance carried forward to Balance Sheet	(7,68,41,930.00)	(10,64,361.21)

2. Company’s Performance

Your Company did not have any business during the period. The stated Revenue from Operations and Other Income comes from
the write back of some unpaid expenses.

3.SHARE CAPITAL

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024 was Rs. 1,44,00,000 consisting of
1,44.00.000 shares of Rs. 1/- each.

4. Business Revival and Fund-Raising Plans

The present Board was working hard to restart the business of the Company and fixing its compliance issues. The Board had
successfully revoked the suspension of trading of shares. As part of business revival and capital infusion plan, the Company had
called an EGM to increase Authorized Capital from 1,45C’r to 25 Cr and paid 18.45 Lakhs as Stamp Duty to MCA on 30/05/23.

But the Income Tax Department has raised a demand of Rs. 3,31,57,290 of the Income Tax Act. 1961 relating to the Assessment
Year 2017-18 including interest of Rs. 15,78,847 till March 31st, 2024. The Board has fought this liability by Filing Appeal to the
Hon’ble High Court. Calcutta and the Hon’ble Court has dismissed the Appeal and directed to file appeals before income tax
authorities on 05/09/2023. Appeal before Income Tax Appellate Tribunal is pending.

Your Company has written off its investments and also the loans and advances given since they were not realizable and had
borrowed money front various sources for running the day-to-day operations but now since the funds are exhausted, it is difficult
to continue the operations of the Company. The very existence of the Company depended upon the success of the fund-raising
proposals.

Due to this huge tax demand, the right issue proposal became unviable and Management was forced to put it off. The legacy
issues created by the previous management in the form of income tax liabilities, bad loans and investment in junk shares are still
haunting the Company.

5. Dividcnd

In order to conserve resources, the Board does not recommend payment of any Div idend on the Equity Shares for FY 2023¬
24.

6. Transfer to Reserve

The Company did not transfer any amount to General Reserve.

7.Subsidiaries

There are no subsidiaries or associates or joint venture companies within the meaning of Section 2(6) of the Companies
Act, 2013.

S.lnformation on Material Changes And Commitments

There are no material changes or commitments affecting the financial position of the Company which have occurred
between March 31,2023 and May 17, 2023, being the date of this Report.

9.Directors and KMP

Re-appointments:- As per the provisions of the Companies Act, 2013 Mrs. Leelamma Thenumkai Joseph (DIN: 03407620),
who retires by rotation at this Annual General Meeting and being eligible has offered herself for re-appointment

The Company has received necessary declarations from each independent Director under Section 149 (7) of the Companies
Act, 2013 continuing that he meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013

and Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.

The form DIR-12 was filed on 13/09/2022 for the removal of Mr. Niljan Basu who''s ceased to be the Whole Time Director,
Mrs. Ankita Haider who ceased to be the Independent Director and Mr. Saswata Sundar Laga who ceased to be the
Independent Director of the company w.e.f 25-10-2021 but the same was rejected by Registrar of Companies, West
Bengal as he want the order from the National Company Law Tribunal for their removal.

Pursuant to Provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company is Mr.
Vinay Somani, Company Secretary.

10. Evaluation of the Board, Its Committees and Individual Directors

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation
of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the
Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking
inputs from all the Directors / Members of the Committees, as the case may be.

The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India (“SEBI”) for evaluating the performance of the Board as a whole, Committees
of the Board. Individual Directors and the Chairman. The criteria for evaluation of the Board as a whole, inter alia, covered
parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The
criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of
functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to
mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.

The feedback of the Independent Directors on their review of the performance of Non-Independent Directors and the
Board as a whole, the performance of the Chairman of the Company and the assessment of the quality, quantity and
timeliness of flow of information between the Company, the Management and the Board which was taken into
consideration by the Board in carrying out the performance evaluation.

11. Policy on Appointment of Directors and Remuneration Policy of The Company

The Nomination and Remuneration Committee (“NRC”) develops the competency requirements of the Board based on the
industry and the strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and
when required. It also recommends to the Board, the appointment of Directors having good personal and professional
reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board.
Besides the above, the NRC ensures that the new Directors are familiarized with the operations of the Company and
endeavours to provide relevant training to the Directors.

In accordance with the provisions of Section 178 of the Act and the SEBI Listing Regulations, the Board of Directors have
adopted a Policy on Board Diversity and Director Attributes and a Remuneration Policy.

The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience,
knowledge, perspective, age and gender in the Board and to have in place, a transparent Board nomination process.

The Remuneration Policy for Directors, KMPs and all other employees is aligned to the philosophy on the commitment of
fostering a culture of leadership with trust.

The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key
Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to

successfully run the Company.

Salient features of the Remuneration Policy, inter alia, includes:

• Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and Non¬
Independent Non-Executive Directors, in accordance with the provisions of the Act and as recommended by the
NRC;

• Remuneration to Managing Director / Executive Directors / Key Managerial Personnel and all other employees is
reasonable and sufficient to attract, retain and motivate them to run the Company successfully and retain talented
and qualified individuals suitable for their roles, in accordance with the defined terms of remuneration mix or
composition: and

• No remuneration would be payable to Directors for services rendered in any other capacity unless the services
are of a professional nature and the NRC is of the opinion that the Director possesses requisite qualification for the
practice of the profession and approval of the Central Government has been received, if required, for paying the
same.

The Company has also adopted a ‘Fit and Proper’ Policy for ascertaining the ‘fit and proper’ criteria to be adopted at
the time of appointment of directors and on a continuing basis. The Company has received the ‘Fit and Proper’ declarations
from all the Directors of the Company in April 2022, which have been taken on record by the NRC.

12. Key Managerial Personnel

Pursuant to Provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company is Mr.
Vinay Somani, Company Secretary.

13. Director Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over
financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board
Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls
were adequate and effective dining FY 2023-24.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability,
confirm that:

a) in the preparation of the annual accounts, Indian Accounting Standards (“lnd AS”) as per the Companies (Indian
Accounting Standards) Rules, 2015. as amended by the Companies (Indian Accounting Standards) Rules. 2016. notified
under Section 133 of the Companies Act, 2013 (the "Act"), other relevant provisions of the Act, guidelines issued by
Regulators as applicable and other accounting principles generally accepted in India have been followed and that there are
no material departures there from.

b) they 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 and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls
were adequate and operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of the Act.

There were Nil frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013, Directors of your
Company hereby state and confirm that:

14. Remuneration to the Directors/KMP

Sr No.	Names	Designation	Remuneration in 2023¬ 2024 (Amount in '')	Remuneration in 2022-23(Amount in '')
I.	Mrs. Prccti Chaudhari (Appointed as Whole Time Director on 25.10.2021)	Whole Time Director		50,000.00
2	Mr. Vinay Somani (Appointed as company secretary 24/07/2021 and resined on 18.12.2021 and appointed on 31.03.2022)	Company Secretary(KMP)	6.80,000.00	6,00,000.00

15. Deposits

The Company did not hold any deposits at the beginning of the year nor has it accepted any deposits during the year
under review.

16. Management Discussion and Analysis Report

In terms of Regulations 34 of Securities and Exchange Board of India (Listing Obligation and Disclosure requirements)
Regulation 2015, the management Discussion and Analysis report is set out in this report.

17. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE (Scrip Code 539673)
where the Company’s shares are listed and has not paid the listing fees of Calcutta Stock Exchange for last 5 years.

18. Dematerialisation of shares

100% of the Company’s paid up Equity share Capital is in demaierialised form as on 31/03/2024. The Company''s registrar
are M/s Niche Technologies Private Limited having their registered office at 3A Auckland Road. 7^th Floor. Kolkata
700017.

19. Number of Board Meetings

The Board of Directors duly met six times during the financial year from 1st April, 2022 to 31st March. 2023. The
maximum Interval between any two Meetings did not exceed 120 Days as prescribed in Companies Act, 2013.

20. Significant and Material Orders

The Income Tax Department has raised a demand of Rs. 3,31,57,290 of the Income Tax Act, 1961 relating to the Assessment
year 2017-18 including interest of Rs. 15,78,847 till March 31st, 2024. The Board has fought this liability by filing Appeal to the
Hon’ble High Court. Calcutta and the Hon''ble Court has dismissed the Appeal and directed to file appeals before income tax
authorities on 05-09-2023. Appeal before Income Tax Appellate Tribunal is pending.

21.Internal Financial Control and its adequacy

The detail in respect of Internal Financial Control and their adequacy arc included in the Management and Discussion
Analysis report which forms part of the financial Statements.

22. Audit Committee

The details pertaining to Composition of Audit Committee are included in Corporate Governance Report which forms part
of this report.

23. Auditors:

Statutory Auditors:-

At the Annual General Meeting held on November 22, 2022 the Auditors M/s Mohan & Ravi. Emakulam were appointed
as Auditor of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year
2027.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had appointed M/s. BVR & Associates LLP, Company Secretaries in
Practice, to undertake the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report, in the
prescribed Form No. MR-3, is annexed as Annexure ‘IT.

There were qualifications, reservations or adverse remarks or disclaimers made by M/s. M/s. BVR & Associates LLP in
their Secretarial Audit Report dated June 21, 2024, on the Secretarial and other related records of the Company, for FY
2023-24 which the Board of Directors have given explanations as required.

Auditors’s Certificate on Corporate Governance:-

As required by SEB1 (Listing Obligation and Disclosure Requirements) Regulations 2015 the auditors’ certificate on
Corporate governance is enclosed as Annexure to the Board Report.

Auditor''s Report and Secretarial Auditor’s Report

The Auditor’s report and Secretarial Auditor’s report does not contain any qualifications, reservations or adverse remark.

24. Extracts of Annual Return

The details forming part of the Extract of the Annual Return in form MGT-9 is appended as Annexure - 2.

25. Accounting Standards Followed By The Company

The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies
(Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act..

The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting
Policies adopted in the preparation of the Financial

26. 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.

27. Details Pertaining To Remuneration As Required Under Section 197(12) Of The Act Read With Rule
The Companies (Appointment And Remuneration Of Managerial Personnel) Rules, 2014

A Statement giving the details required under Section 197(12) of the Act. read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014, for the year ended March 31. 2022. is annexed as
Annexure T.)(this is correct)

The details required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, for the year ended March 31, 2022, are provided in a separate Annexure forming part of
thisReport. In terms of the first proviso to Section 136( 1) of the Act. the Report and the Accounts, excluding the aforesaid
Annexure, are being sent only through electronic mode to all the Members whose e-mail addresses are registered with the
Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary, at the
Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the
Company.

28. Corporate Social Responsibility

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Company does not fulfill the requirement of Net
Worth, Turnover and Net Profit that invoke the provisions for Corporate Social Responsibility.

29. Vigil Mechanism

The Company has established a Vigil Mechanism for its Directors and employees to report their concerns or grievances.
The said mechanism, inter alia, encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the
mechanism for reporting of ethical concerns under the TCOC and the ABAC Policy and it provides for adequate safeguards
against victimization of persons who use it.

Company’s ABAC Policy and to the Chairman of the Company’s Audit Committee / the Chief Ethics Counselors under the
Company’s Whistle Blower Policy. Information regarding the mechanism and the channels for reporting concerns are
communicated to the relevant stakeholders.

30. Related Part)'' Transactions

The Company has adopted a Policy and a Framework on Related Party Transactions (“RPTs”) for the purpose of
identification, monitoring and approving such transactions in line with the requirements of the Act and the SEB1 Listing
Regulations. During the year under review, the RPT Policy had been amended to, inter alia, include the amendments of the
SEBI Listing Regulations.

All the RPTs that were entered into during FY 2023-24, were in ordinary course of business and on an arm’s length basis.
There were no transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Fonn AOC-2
does not form a part of this Annual Report.

The details of RPTs as required to be disclosed by Indian Accounting Standard — 24 on “Related Party Disclosures”
specified under Section 133 of the Act, read with the Companies (Indian Accounting Rules Standards) Rules, 2015,
are given in the Notes to the Financial Statements.

31. Secretarial Standards

The Company is in compliance with SS - 1 i.e. Secretarial Standard on Meetings of the Board of Directors and SS - 2 i.e.
Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India.

32. Disclosure Requirement

As per Regulations 34 of the SEBI Listing Regulations, Business responsibility Report is not applicable for the company.

33. Disclosure under Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A
‘Prevention of Sexual Harassment’ Policy, which is in line with the statutory requirements, along with a structured
reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the
POSH Act”), is in place.

34. CFO:

The company is looking for the someone who can fill the post of CFO but at present the company cannot find the correct person
for the post.

35. 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.

36. Cautionary Note

The statement forming part of Director’s report may contain certain forward looking remarks within the meaning of
applicable Securities Law and regulations. Many factors could cause the actual results, performance or achievements of the
Company to be materially different from any future results, performances or achievements that may be expressed or
implied by such forward looking statements.

Place :Ernakulam BY THE ORDER OF BOARD

Date: 30.05.2024.

(LEELAMMA THENUMKAL JOSEPH)
DIRECTOR
DIN:03407620

---

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

---

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

---

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