Directors Report of Real Touch Finance Ltd.

Mar 31, 2024

1. BACKGROUND

Real Touch Finance Limited (“Company” or “RTFL”) is a subsidiary of Ultraplus Housing Private Limited and is a Non-Banking Financial Company (“NBFC”), holding a Certificate of Registration dated September 5, 1999 from the Reserve Bank of India (“RBI”).

The Company is having its registered office in Kolkata and has various branch offices in the state of Tamil Nadu, viz., Chennai, Kancheepuram, Thiruvallur, Villupuram, Arani, Vandavasi, Chengalpattu, Thiruvannamalai and Tindivanam

2. FINANCIAL RESULTS 2.1 Standalone Results

The performance of the Company for the Financial Year ended 31^st March 2024, on a Standalone basis is, summarized below:

(Rs. In lakhs)
Particulars	2023-24	2022-23
Revenue from Operations	1888.27	1039.38
Profit Before Interest and Depreciation and Provisions and Contingencies	466.64	418.048
Finance Cost	936.02	440.59
Depreciation and Amortization	26.13	6.34
Provisions and Contingencies	47.77	38.56
Profit Before Tax	392.74	373.06
Tax Expense	129.44	111.09
Profit After tax	263.30	261.97
Other Comprehensive Income Items that will not be reclassified subsequently to profit or loss	0.07	11.58
Transfer to Statutory Reserve as per RBI Guidelines	52.67	54.71
Proposed Dividend on Equity Shares	NIL	NIL

2.1.1 Company’s Performance

Gross Income increased by 81% and stood at Rs. 18,73,59,345.36 as compared to previous year (FY 2022-23: Rs. 10,34,77,620.84). The Company’s Profit Before Tax was Rs. 3,92,74,124.19 (FY 2022-23: Rs. 3,73,14,303.94) and the Profit After Tax increased by about 0.48% to Rs. 2,63,31,252.30 as against of previous year

3. SHARE CAPITAL AND DEBENTURES

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024 was Rs. 12,69,26,900 consisting of 1,26,92,690 equity shares of Rs. 10/- each. During the Financial Year 2023-24, the company has issued 2430, 9% redeemable non-convertible debentures of Rs. 10,000/-each unlisted unsecured Non-convertible Debentures in the nature of Subordinated Debt (NCDs) on private placement basis.

There were no changes in the Authorized, issued, subscribed, and paid-up share capital of the Company during the year. Further it is hereby confirmed that, the Company has not:

i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities.

ii) issued equity shares with differential rights as to dividend, voting or otherwise

iii) issued any sweat equity shares to its directors or employees

iv) made any change in voting rights

v) reduced its share capital or bought back shares

vi) changed the capital structure resulting from restructuring v) failed to implement any corporate action

The Company’s securities were not suspended for trading during the year.

4. DIVIDEND

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

5. TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. Accordingly, an amount of Rs. 52,67,533.68 (FY 2022-23: Rs. 54,609.00), has been transferred to the said Reserve.

6. CAPITAL ADEQUACY

The company’s capital adequacy ratio was at 21.54%as on 31^st March, 2024 as against the statutory minimum capital adequacy ratio of 15% prescribed by RBI.

7. SUBSIDIARIES

The Company is a Subsidiary of M/s. Ultraplus Housing Estate Private Limited (“Ultraplus”), who holds 54.12% in the Company. However the Company does not have any subsidiaries.

8. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred during the financial year and from the end of the financial year till the date of this Report.

9. CHANGE IN THE NATURE BUSINESS

During the year under review, there was no change in the nature of the Company’s business.

10. DIRECTORS AND KMP

The Company has received necessary declarations from each Independent Director under Section 149 (7) of the Companies Act, 2013 confirming 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.

Ms. Priyanka Singh, Company Secretary and Compliance officer of the company has resigned from the company due to personal reasons with effect from 28^th December, 2023.

Mr. Arindam Laha, Chief Financial Officer of the company has been resigned from his position due to personal reason with effect from December 28, 2023.

Mr. Manoj Kumar Jena has been appointed as a company secretary and Compliance Officer of the Company with effect from 28^th December, 2023.

Mr. Angalappan Anandakumar has been appointed as a Chief Financial Officer of the company with effect from December 28, 2023.

Mrs. Padmini Ceruseri Srikanth was appointed as Non-Executive additional director of the company with effect from February 14, 2024 and subsequently her appointment was regularized through postal ballot held on 08th April 2024.

Mr. Ratnesh Kumar Agrawal was appointed as Non-Executive additional director (Independent Category) of the company with effect from February 14, 2024 and subsequent his appointment was regularized through postal ballot held on 08^th April 2024.

Mrs. Sweta Ghorawat, Non-Executive Women Director was resigned from the directorship of the company due to completion of her tenure with effect from February 14, 2024

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Sridharan, Whole Time Director, Mr. Angalappan Anandakumar Chief Financial Officer and Mr. Manoj Kumar jena, Company Secretary

11. DECLARATION FROM INDEPENDENT DIRECTORS

All the independent directors (IDs) have submitted their declaration of independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of independence as provided in section 149(6) of the Act. In the opinion of the board, the IDs fulfill the conditions specified in the Act and the rules made there under for appointment as IDs including integrity, expertise and experience and confirm that they are independent of the management. All the IDs of the company have registered their names with the data bank of IDs

12. 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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 22^nd May, 2023 without the presence of Non-Independent Directors and members of Management. In accordance with the provisions under Section 149 and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting.

13. 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 endeavors 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 has 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, include:

• 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.

14. 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 during 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 (“Ind 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 to an NBFC 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.

15. REPORTING OF FRAUDS

Directors of your Company hereby state and confirm that there were ‘nil’ frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. REMUNERATION TO THE DIRECTORS/KMP

S.No.	Names	Designation	Remunerati on /sitting fees in 2022-2023 (Amount in lakhs)	Remunerat ion/ sitting fees in 2023-24(Amount in lakhs)
1.	Gopal Sridharan	Whole Time Director	32.69	45.40
2.	Somnath Sarkar	Independent Director	NIL	NIL
3.	Sundaresan Sampathkumar	Non-executive Director	NIL	NIL
4.	Ratnesh Kumar Agrawal	Independent Director	NIL	NIL
5.	Padmini Ceruseri Srikanth	Non-executive Director	NIL	NIL
6.	Muthusamy Ganeshkumar	Additional Director	NIL	NIL
7.	Angalappan Anandakumar	CFO	NIL	2.25
8.	Manoj Kumar Jena	Company Secretary	NIL	2.98
9.	Sweta Ghorawat	Non-executive Director	NIL	NIL
10.	Ujjawal Kumar Bothra	Independent Director	NIL	NIL
11.	Rajesh Kumar Sethia	Independent Director	NIL	NIL

12.	Priyanka Singh	Company Secretary resigned w.e.f. 28/12/2023	2.40	1.80
13.	Arindam Laha	CFO resigned w.e.f. 28/12/2023	0.72	1.04

16. 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.

17. 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 annexed as Annexure 4

18. CORPORATE GOVERNANCE REPORT

A report on corporate governance as per the Listing Regulations is attached and forms part of this report. The report also contains the details as required to be provided on the composition and category of directors, number of meetings of the board, composition of the various committees, annual board evaluation, remuneration policy, criteria for board nomination and senior management appointment, whistle blower policy / vigil mechanism, disclosure of relationships between directors inter-se, state of company’s affairs, etc. The executive director have submitted a compliance certificate to the board regarding the financial statements and other matters as required under regulation 17(8) of the Listing Regulations and the same is annexed as Annexure 5

19. RISK MANAGEMENT

The Board periodically reviews the risks which are associated with business objectives, growth, talent, aspects etc., and actions are being taken to mitigate those risks then and there.

20. LISTING WITH STOCK EXCHANGES

The Company’s Securities are listed with BSE Ltd. The Company confirms that it has paid the Annual Listing Fees to the said stock exchange for the Financial Year 2022-23 and 2023-24 there are no arrears.

21. DEMATERIALISATION OF SHARES

Out of 1,26,92,690 equity shares 1,21,17,740 shares constituting 95.47-% of the Company’s paid up Equity share Capital is in dematerialized form as on 31/03/2024 and the balance are in physical form. The Company’s registrar is M/s Niche Technologies Private Limited having their registered office at 3A, Auckland Road, 7^th Floor, Kolkata - 700017.

22. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Six times during the Financial Year under review. The gap between any two meetings did not exceed 120 days as prescribed under Companies Act, 2013.

23. SIGNIFICANT AND MATERIAL ORDERS

During the period under review, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company’s operations in future.

24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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

25. COMMITTEES

The details of composition of the Board and its Committees, terms of reference of the Committees and the details of meetings held during the financial year are furnished in the Corporate Governance Report.

26. STATUTORY AUDITORS:

M/s P.D. Randar and Co. Chartered Accountants, Kolkata were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office till the conclusion of 41^st Annual General Meeting to be held in the financial year 2026-27.

The Board was authorized to fix such remuneration as may be recommended by Audit Committee in consultation with the Auditors. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report of the Statutory Auditors with an unmodified opinion to the members is annexed and forms part of the financial statements and the same does not contain any qualification, reservation, adverse remark or disclaimer. There were no frauds detected or reported by the Auditors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year ended March 31, 2024.

Secretarial Auditor:

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. S Sandeep and Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2023-24.

The Company has received his written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditor has confirmed that he is not disqualified to be appointed as the Secretarial Auditor of the Company. The Secretarial Audit Report, in the prescribed Form No. MR-3, is annexed as Annexure ‘II’.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S Sandeep and Associates in their Secretarial Audit Report on the Secretarial and other related records of the Company, for FY 2023-24.

Internal Auditor

Pursuant to provisions of Section 138 of the Act, the Board of Directors had appointed M/s. J.P. Lakhotia and Associates, Chartered Accountants as the Internal Auditors of the Company to undertake the Internal Audit of the Company for FY 2023-24.

Auditor’s Certificate on Corporate Governance:-

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the auditors’ certificate on corporate governance is enclosed as Annexure-2 to the Board Report.

27. EXTRACTS OF ANNUAL RETURN

As per Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year ended March 31, 2024 is available at the web address: https: //www.realtouchfinance.com/investor-info.html

28. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by your Company.

29. 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. Further, the Company follows the Master Directions issued by RBI for NBFCs.

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

30. 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 as it is not a manufacturing Company. However, your Company has been increasingly using information technology in its operation and promotes conservation of resources.

During the financial year ended March 31, 2024, there were no foreign currency expenditure and no foreign currency earnings.

31. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF 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, 2024, is annexed as Annexure 1.)

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, 2023, are provided in a separate Annexure forming part of this Report. 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.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Company does not have any Holding or Subsidiaries Company as on 31st March 2024. Hence reporting under this clause is not required to be provided.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.

32. 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.

33. 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. The Company has a whistle blower policy to report genuine concerns or grievances. Your company hereby affirms that no complaint was received during the year.

34. RELATED PARTY 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 SEBI 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 material transactions requiring disclosure under Section 134(3)(h) of the Act. The disclosures in prescribed Form AOC-2 forms a part of this Annual Report as Annexure

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.

35. CODE OF CONDUCT

The board has laid down a “Code of Conduct” for all the Board Members and the senior management of the Company and the same has been posted on the website of the Company.

All Board members and senior management personnel have affirmed compliance with the Company’s code of conduct for the financial year 2023-24. A declaration to this effect is included in Corporate Governance report forming part of this Annual Report.

36. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Company’s Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) to regulate, monitor and report trading by insiders in securities of the Company. The board has further approved policy governing the procedure of inquiry in case of actual or suspected leak of unpublished price sensitive information. The code has also been hosted on the website of the Company.

37. 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.

38. DISCLOSURE REQUIREMENT

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

39. 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. There were no complaints received under the POSH mechanism during the financial year or pending during the beginning of the said financial year.

40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Investments, Guarantees and Securities provided in connection with any loan falling under the purview of Section 186 of the Companies Act, 2013 is furnished under notes to financial statements.

41. 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.

42. 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.

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Mar 31, 2018

DIRECTORS REPORT TO THE SHARE HOLDERS

The Directors have pleasure in presenting their report together with the audited Balance sheet as at 31^st March 2018 and Statement of Profit & Loss for the year ended on that date.

FINANCIAL SUMMARY / STATE OF AFFAIRS:

S. No.	Particulars	2017-2018(Rs,)	2016-2017 (Rs,)
1.	Gross Income	44,57,053.18	83,36,029.65
2.	Profit Before Interest and Depreciation	19,39,743.54	66,25,114.64
3.	Finance Cost	Nil	Nil
4.	Depreciation and Amortization	Nil	Nil
3	Profit Before Tax	19,39,743.54	66,25,114.64
4	Tax Expense	23,00,000.00	23,11,352.00
5	Profit After tax	(3,60,256.46)	43,13,762.64
6	Other Comprehensive Income Items that will not be reclassified subsequently to profit or loss	(11,79,979.04)	Nil
6.	Transfer to Statutory Reserve as per RBI Guidelines	-	8,80,000.00
7.	Proposed Dividend on Equity Shares	NIL	NIL
7.	Balance Brought forward from Balance Sheet	4,71,63,052.40	4,37,29,289.76
8.	Balance carried forward to Balance Sheet	4,56,22,816.90	4,71,63,052.40

Company’s Performance

Revenue from Operation for financial Year 2017-2018 at Rs,44,57,053.18 was lower by 46.53 % over last year Rs,83,36,029.65 Profit Before Tax for Financial Year 2017-2018 Rs,19,39,743.54 was lower by 70.72% over last year '' Rs,66,25,114.64

Dividend

In view of inadequate profit, Company has not declare any dividend.

Transfer to Reserve

Due to Loss, the Company has not transferred any sum towards reserve under Section 45-IC of the RBI Act, 1934. . Subsidiaries

The Company is a Subsidairy of M/s Ultraplus Housing Estate Private Limited. Ultraplus Housing Estate Private Limited holds 68,69,620 shares aggregating to 54.123% in the Company.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate to and that of this report.

Directors and KMP

Re appointments:- As per the provisions of the Companies Act, 2013 Smt. Anny Jain , Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointments. The Board recommends her reappointments.

The Company has received necessary declarations from each independent Director under Section 149 (7) of the Companies Act, 2013 that he meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.

Pursuant to Provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Binod Chand Kankaria, Managing Director, Mr. Arindam Laha, CFO and Ms. Priyanka Singh Company Secretary.

Board Evaluation

The Board of Directors has carried out an annual Evaluation of its own performance, board Committees and individual Director pursuant to provisions to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”)

The performance of the Board was evaluated by board after seeking inputs from all the Directors on the basis of the criteria such as the board composition and Structure, effectiveness of the board processes, information and functioning etc.

The performance of the Committee was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committee , effectiveness of Committee meetings etc.

The Board and nomination and remuneration committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the Individual director to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of Chairman was evaluated, taking into account the views of Executive and Non executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committee and individual directors was also discussed. Performance Evaluation of Independent Directors was done by entire board, excluding the Independent Director being evaluated.

Policy on Director’s appointment and remuneration

Pursuant to the provision of Section 178 of the Act, the company has formulated and adopted policy on selection of Directors and Remuneration policy which are discussed on our website.

Director Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, 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 the 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 and 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.

Remuneration to the Directors/KMP

Sr No.	Names	Designation	Remuneration in 20172018 (Amount in Rs,)	Remuneration in 2016-17 (Amount in Rs,)
1	Mr. Binod Chand Kankaria	Managing Director	6,00,000.00	1,20,000.00
2	Ms. Anny Jain	Director	9000.00	-
3.	Ms. Hetal C Gudgud	CS (KMP)	2,91,520.00	2,52,000.00
4.	Mr. Arindam Laha	CFO (KMP)	1,04,000.00	1,04,000.00
5.	Mr. Anant Bhagat	Director	9,000.00	-
6.	Mr. Rajesh Kumar Sethia	Director	9,000.00	-
7.	Mr. Shrish Tapuriah	Director	9,000.00	-
8.	Mr. Radhey Shyam Mishra	Director	6,000.00

Ms. Hetal c Gudgud resigned from company Secretary with effect from 02/04/2018. Sri Radhey Shyam mishra expired on 30/08/2017.

Managerial Remuneration and Particular of Employee

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Company are given in Annexure -1 forming part of this report.

Deposits

We have not accepted any Deposits and as such no amount of Principle and Interest was outstanding as of Balance sheet date.

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.

Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE (Scrip Code 538611) where the Company’s share are listed.

Dematerialization of shares

83,51,870 of the Company’s paid up Equity share Capital is in dematerialized form as on 31/03/2018 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, 5^th Floor, 71, B R B Basu Road Kolkata-700001.

Number of Board Meetings

The Board of Directors duly met nine times during the financial year from 1st April, 2017 to 31st March, 2018. The maximum Interval between any two Meetings did not exceed 120 Days as prescribed in Companies Act, 2013.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and Company’s operations in future.

Internal Financial Control and its adequacy

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

Audit Committee

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

Extracts of Annual Return

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

Auditors:

Statutory Auditors:-

At the Annual General Meeting held on August 12, 2017 the Auditors M/s P.D.Randar and Co. Chartered Accountants. Kolkata were appointed as Auditor of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2022, at such remuneration as may be decided by Board of Directors.

Secretarial Auditor:-

Mrs Dipti Damani practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the Year 2017-2018 forms part of Annual report.

Auditors ’s Certificate on Corporate Governance:-

As required by SEBI (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. Corporate Governance

Pursuant to Regulation 34 of the listing Regulation read with Schedule V to the said regulations, a Corporate Governance report has been annexed as part of Annual report along with Auditor’s Certificate.

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.

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached in the report.

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.

Vigil Mechanism

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

Related Party Transactions

Related Party Transactions that were entered during the financial year were on Arm’s length basis and were in the ordinary course of Business. Details of which are disclosed in Notes to Accounts.

Particulars of Loans, Guarantees or Investments

The Company being a Non Banking Finance Company is engaged in Making Investment and Providing Loans and Advances.

Disclosure Requirement

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

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

Your company is committed to creating and maintaining a secure work environment where its employee, customers, Vendors etc can work and pursue business together in an atmosphere free of Harassment , exploitation and intimidation. To empower women and protect woman against Sexual harassment, a policy for prevention of Sexual harassment has been rolled out . The policy allows employees to report sexual harassment at the work place.

Migration to IND AS

As per the Directions issued by Ministry of Corporate Affairs, the companies and their auditors shall comply with Indian Accounting standers for the accounting periods beginning on or after 1^st April 2017, with comparatives for the periods ending on 31^st March 2018 for companies whose equity or debt securities are listed or in the process of being listed on any stock exchange in India or outside India and having net worth of less than Rs. 500 Crores.

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.

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.

Kolkata BY ORDER OF THE BOARD

Date:- 30.05.2018 BINOD CHAND KANKARIA

MANAGING DIRECTOR

DIN:00389251

---

Mar 31, 2015

Dear members,

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

Financial Results

5.No. Particulars 2014-2015 2013-2014

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

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

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

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

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

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

7. Proposed Dividend on Equity Shares - -

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

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

Management Discussion and Analysis Report

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

Corporate Governance and Shareholders Information

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

Change of Name

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

Listing with Stock Exchanges

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

Dematerialisation of shares

63.83 5 of the Company's paid up Equity share Capital is in dematerialised form as on 31/03/2015 and the balance are in physical form. The Company's registrar are M/s Niche Technologies Private Limited having their registered office at D-511 Bagree Market, 5th Floor, 71, B R B Basu Road Kolkata-700001.

Number of Board Meetings Held

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

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

Directors

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

Director Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 Director of your company hereby state and confirm that:-

a) In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the same period;c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Audit Observations

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

Auditors:

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

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

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

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

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

Corporate Social Responsibility

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

Vigil Mechanism

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

Related Party Transactions

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

Extracts of Annual Return

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

Particulars of Loans, Guarantees or Investments

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

Remuneration to the Directors/KMP

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

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

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

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

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 Date:-26.06.2015 RADHEYSHYAM MISHRA CHAIRMAN