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RTCL Ltd.

BSE: 531552 Sector: Infrastructure
NSE: N.A. ISIN Code: INE754B01012
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OPEN 4.46
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VOLUME 1052
52-Week high 6.13
52-Week low 2.75
P/E 19.30
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.46
CLOSE 4.25
VOLUME 1052
52-Week high 6.13
52-Week low 2.75
P/E 19.30
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RTCL Ltd. (RTCL) - Director Report

Company director report

To

THE MEMBERS OF RTCL LIMITED

Your Directors have pleasure in presenting the Twenty Second Annual Report onthe business and operations of the Company together with the Annual Accounts for theFinancial Year ended on March 31st 2016.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

PARTICULARS

Unconsolidated

Consolidated

Year ended 2015- 2016 Year ended 2014-2015 Year ended 2015- 2016 Year ended 2015-2015
Sales and Other Income 1433.6 538.49 1433.6 538.49
Profit/ (Loss) before Interest and Depreciation 194.76 142.68 194.76 142.68
Less: Finance Charges (82.43) (74.15) (82.43) (74.15)
Less: Depreciation (29.06) (21.03) (29.06) (21.03)
Profit/ (Loss) for the Year 83.25 47.48 83.25 47.48
Add/(Less): Extraordinary Items (0.30) (3.76) (0.30) (3.76)
Add/Less: Tax Adjustment Earlier Years (0.015) (6.60) (0.015) (6.60)
Less: Provision for Income Tax (16.00) (12.49) (16.00) (12.49)
Less: Wealth Tax - (0.10) - (0.10)
Add/(Less): Deferred Tax/Assets/ Liability) 0.638 0.507 0.638 0.507
Profit/(Loss) of the Associates - - 27.00 02.00
Net Profit/ (Loss) for the Year 67.57 25.04 67.57 25.04
Balance brought forward 538.90 530.18 538.90 530.18
Add: Post Acquisition reserve and surplus of Associates - - 73.84 71.24
Add: Amount available for appropriation 67.57 25.04 67.57 25.04
Add: Additions during the Year of Associates - - 27.58 2.60
Appropriation:
Less: Adjustment relating to Fixed Assets - (11.31) - (11.31)
Less: Transferred to General Reserve (5.00) (5.00) (5.00) (5.00)
Profit/ (Loss) carried to the Balance Sheet 601.48 538.90 702.91 612.74

OPERATIONS

During the year under review the Sales and other Income of the Company increased toRs. 1433.6 (lacs) as compared to Rs 538.49 (lacs) in the previous year. The net profit ofthe Company increased to Rs. 67.57 (lacs) in comparison to Rs. 25.04 (lacs) in theprevious year. The Company will continue to be responsive to changes in market dynamicsand consumer behaviour and other key factors influencing the Business and will formulateits strategies accordingly.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associates as per theapplicable provisions of Companies Act 2013and Rules made there under prepared inaccordance with Accounting Standard 21 issued by the Institute of Chartered Accountants ofIndia form part of the Annual Report.

Further the Annual Accounts and related documents of the associate company shall bekept open for inspection at the Registered & Corporate Office of the Company. TheCompany will also make available copy thereof upon specific request by any Member of theCompany interested in obtaining the same.

RESERVES

During the year under review The Company has transferred Rs. 500000.00 (RupeesFive lacs Only) from the Profits of Current year 2015-2016 to general reserve of theCompany & outstanding amount in the general reserve of the Company increased to Rs.71.18(in Lacs).

DIVIDEND

During the year the Company has earned adequate profit and the Directors have decidedto Plough back profits for the expansion of business of the Company and hence no dividendcould be recommended.

DEMATERIALIZATION OF EQUITY SHARES

The Company's equity shares are available for trading in the both Depository systemsthat is National Securities Depository Limited (NSDL) and the Central Depository Services(India) Limited (CDSL). The International Securities Identification Number (ISIN) allottedby 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 31st2016 is as under:

Particulars Nos. of Shares Percentage
Electronic Mode
CDSL 659295 05.49%
NSDL 8502635 70.85%
9161930 76.34%
Physical Mode 2839240 23.66%
Total : 12001170 100.00%

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inthe 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. Duringthe year Twelve Board Meetings and Four Audit Committee Meetings were duly convened. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013. The Companyhas various committees which have been constituted as a part of the good corporategovernance practices and the same are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

The Board has constituted an Audit Committee with Mr. Ajay Kumar Jain (DINNo.00043349) Mr. Manoj Kumar Pandey (DIN No.00057386) Chairman Ms. Chitranshi Tiwari(DIN No. 07145469)* Ms. Sunil Tandon (DIN No. 02249543) and **Mr. Bharat Hari Dalmia (DINNo. 00275112). There have not been any instances during the year when recommendations ofthe Audit Committee were not accepted by the Board.

*Mr. Sunil Tandon (DIN No.02249543) has resigned from the office directorship of theCompany w.e.f 29.02.2016.

**Mr. Bharat Hari Dalmia (DIN No. 00275112) was appointed as Non Executive IndependentAdditional Director of the Company w.e.f 29-03-2016 and has resigned from the office w.e.f08.04.2016

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Stakeholders' Relationship Committee / Stakeholders' Grievance Committee

iii) Risk Management Committee

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed and no materialdeparture have been made from the same;

(ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the annual accounts for the financial year endedon 31st March 2016 on 'going concern' basis.

(v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The Directors had devised proper systems to ensure Compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Mr. Ajay Kumar Jain (DIN No. 00043349) CEO and the Whole-Time Director ofthe Company will retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for reappointment.

II. Mr. Manoj Kumar Pandey (DIN No. 00057386) Independent Non ExecutiveDirector of the Company will retire at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment.

III. *Mr. Sunil Tandon (DIN No. 02249543) appointed as Whole-Time Director ofthe Company has resigned from the office w.e.f 29.02.2016 and he has been appointed asChief Financial Officer in the Company w.e.f 08.04.2016.

IV. **Mr. Bharat Hari Dalmia (DIN No. 00275112) has been appointed as anIndependent Non Executive Additional Director on 29.03.2016.

V. ***Mr. Sunil Singh (DIN No. 07558446) has been appointed as an IndependentNon Executive Additional Director on 09.07.2016

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Rules 2015. In the opinion of the Board theyfulfilled the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. The declaration was placed before the boardfor their review.

POLICY ON DIRECTOR'S KMP'S & OTHER EMPLOYEES:

The Company has adopted Governance Guidelines on Board's Effectiveness. The GovernanceGuidelines cover aspects related to composition and role of the Board Chairman andDirectors Board diversity definition of Independent Director Director Term retirementage and Committees of the Board. It also covers aspects relating to nominationappointment induction and development of Directors Director Remuneration Subsidiaryoversight 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 competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate theperformance of the Board on a periodic basis including each time a Director's appointmentor re-appointment is required or not. The Committee is also responsible for reviewing andvetting the CVs of potential candidates vis-a-vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.

Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Independence: In accordance with the above criteria a Director will be consideredas an 'Independent Director' if he / she meets with the criteria for 'IndependentDirector' as laid down in Section 149 of the Companies Act 2013 and Regulation 16(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the CompaniesAct 2013 the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgment. Independent Directors are also expected to abide by the 'Code ofIndependent 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 NewDelhi the Statutory Auditor of the Company will retire at the conclusion of ensuingAnnual General Meeting and being eligible offer themselves for reappointment for aperiod of One Year from the conclusion of this Annual General Meeting till the conclusionof Twenty Third Annual General Meeting. The Auditors' Report for the financial year2015-16 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 toappoint cost auditor for the Financial Year ended 2015-2016.

As per the Cost Audit Orders Cost Audit is not applicable on the Products and Businessof the Company for the Financial Year 201 5-201 6.

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 Directorsof the Company had appointed M/s. Sushil Gupta & Associates Company SecretariesKanpur to undertake the Secretarial Audit of the Company for the year ended 31st March2016. The Secretarial Audit Report is annexed thereto.

The Secretarial Audit Report for the financial year ended on 31st March 2016 does notcontain 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 InternalControl Systems in place as per the decision taken during the financial year 2015-2016.During the year the Company continued to implement his suggestions and recommendations toimprove the control environment and his scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments for the year 2015-16 covered under theprovisions of Section 186 of the Companies Act 2013 are:

Particulars of Loan given for Corporate Needs:

S.No. Name of Party Amount (Rs.)
1 Lotus Infra Projects Private Limited 4241687.00

Particulars of Guarantee given for Corporate Needs:

S.No. Name of Party Purpose Amount (Rs.)
1 Sir Bio Tech India Limited Secure the various credit facilities 15.00 Crores
2 Shreesri Buildtech Private Limited Facilitating FBWC Limit 950.00 Lacs
3 Muskan Towers Private Limited Equitable Mortgage of property 500.00 Lacs

RELATED PARTY TRANSACTIONS

The Board hereby confirms that the Company has entered into Contract and Arrangementwith the Related Party during the year. The Company has adopted a Related PartyTransactions Policy. The Policy as approved by the Board is uploaded on the Company'swebsite at the web link: http://www.rtcllimited.in/images/pdf/RPP.pdf

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments if any affecting the Financialposition of the Company which have occurred between the end of the Financial Year of theCompany 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 8of the Companies (Accounts) Rules 2014:

Conservation Of Energy:

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

Technology Absorption:

The Company is in Trading and real estate Industry and therefore specific technologyabsorption adaptations and innovation will be taken care of/ implemented whereverrequired.

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 ofthe Company on risk management is provided in the report of Management Discussion andAnalysis Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company hereby confirms that the Provisions of Section135(1) of the Companies Act 2013 is not applicable on our Company. However theresponsibility of the Company is to make a positive impact on the communities in which thecompany does business through its support of select programs outreach efforts andinitiatives that improve and enhance the quality of life.

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

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of Board Committees. The Performace of the Committees wasevaluated by the Board after seeking inputs from the Committee members on the basis of thecriteria such as the Board composition of committees effectiveness of committee meetingsetc. The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

In a separate meeting of Independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and nonexecutivedirectors.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY.

Pursuant to the Sub-Section (3) of Section 129 of the Act during the year underreview the Company has no Subsidiary Company whereas the Company has an AssociateCompanies:

S. No. Name and Address of the Company CIN/ GLN Holding/ subsidiary /Associate % of shares Applicable Section
1. Raghunath Builders Pvt. Ltd U70101DL1994PTC062202 Associate 31.11 2(6)
2. PJ Software Pvt. Ltd U65993UP1995PTC018915 Associate 42.38 2(6)
3. Trendy Buildcon Pvt. Ltd U92141DL2005PTC138050 Associate 39.52 2(6)
4. Mangalam Infra Projects Pvt. Ltd U74899DL2005PTC143999 Associate 44.86 2(6)
5. Mandakini Motels Pvt.Ltd U26911UP2007PTC033079 Associate 21.30 2(6)

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

DEPOSITS

During the Period under review Our Company has not accepted any deposit falling withinthe ambit of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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 andClause-8 of the Companies (Accounts) Rules 2014 it is to be noted that there is nosignificant and material order passed by the Regulators or Courts or Tribunals impactingthe going concern status And Company's operation in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct. The Code of Conduct of the Company serves as a guide for daily businessinteractions reflecting the Company's standard for appropriate behaviour and livingCorporate Values. The Code of Conduct applies to all people including DirectorsOfficers and all employees of the Company. Even the Company vendors and suppliers arealso subject to these requirements as adherence to the Code is a prerequisite forconducting business with the Company. The Code of Conduct is available on the Company weblink http://www.rtcllimited.in/wbp.asp to report any genuine concerns about unethicalbehaviour any actual or suspected fraud or violation of Company's Code of Conduct.

PARTICULARS OF EMPLOYEES

The information require in Pursuant to Section 197(12) of the Companies Act 2013 readwith 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 AnnexureII of the Annual Report.

The information required under sec 197(12) of the Companies Act 2013 read with rule5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isapplicable and forms part of the Report.

However as per first proviso to section 136(1) of the Act and second proviso of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the report and Financial statements are being sent to the members of the Company excludingthe statement ofn particular of employees under rule5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Any member interested in obtaining acopy of the said statement may write to the Company Secretary at the Registered Office ofthe Company and the said Annexure is also open for inspection at the Registered Office ofthe Company.

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 sevenyears. Therefore no funds are required to be transferred to Investor Education andProtection 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 ofDirectors Senior Management and their remuneration. The contents of the policy are statedin the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company has successfully implemented the mandatory provisions of CorporateGovernance in accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Separate Reports on Corporate Governance and ManagementDiscussion & Analysis are included in the Annual Report. Declaration by ChiefExecutive Officer of your Company confirming Compliance with the Code of Conduct by theBoard of Directors and Senior Management and Certificate dated 2nd September 2016 of theSecretarial Auditors of your Company confirming the compliance of conditions of CorporateGovernance is also annexed thereto.

FAMILIARIZATION PROGRAM

Your Company for many years now has been familiarizing the Independent Directors onits Board with detailed presentations by its business functional heads on the Companyoperations strategic business plans new products and technologies including significantaspects of the Industry and its future outlook. Details of familiarization programsextended to the Non-executive & Independent Directors during the year are alsodisclosed on the Company website at the Web Linkhttp://www.rtcllimited.in/images/pdf/FP.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Management Discussion and Analysis Report is enclosedas Annexure III to the annual report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace PreventionProhibition and Redressal) Act 2013 and the Rules made there under. The Policy aims toprovide protection to employees at the workplace and prevent and redress complaints ofsexual harassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has alsoconstituted an Internal Complaints Committee known as the Prevention of Sexual Harassment(POSH) Committee to inquire into complaints of sexual harassment and recommendappropriate action.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBombay Stock Exchange where the Company's Shares are listed..

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board
Place: Kanpur Sd/- Sd/-
Date: 2nd September 2016 (Ajay Kumar Jain) (Manoj Kumar Pandey)
Whole Time Director Director
DIN NO.00043349 DIN NO.00057386