RTCL LIMITED NOTICE SPECIAL BUSINESS

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2 NOTICE Notice is hereby given that the Twentieth Annual General Meeting of the Members of will be held on Tuesday, the 30th September, 2014 at A.M. at the Registered Offi ce of the Company at Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Profi t and Loss Account for the year ended March 31, 2014 and the Balance Sheet as at that date and the Report of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Ajay Kumar Jain (DIN No ) who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Sunil Tandon (DIN No ) who retires by rotation and being eligible, offers himself for re-appointment. 4. To re-appoint Statutory Auditors of the Company to hold offi ce from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fi x their remuneration. M/s Kumar Piyush & Co. (Firm Registration No.: N), Chartered Accountants, New Delhi, retiring Auditors is eligible for re-appointment. SPECIAL BUSINESS 1. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT pursuant to provision of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to the creation by the Board of Directors of the Company (hereinafter referred to as the Board which term shall include any Committee thereof for the time being exercising the powers conferred on the Board by this Resolution) of such mortgages, charges, hypothecations, collateral security and guarantee as may be necessary on such of the assets of the Company, both present and future, in such manner as the Board/Committee of the Board may direct, together with power to take over the management of the Company in certain events, to or in favour of fi nancial institutions, foreign fi nancial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts, any other bodies corporate (hereinafter referred to as the Lending Agencies ) and Trustees for the holders of debentures/ bonds and/or other instruments which may be issued on private placement basis or otherwise, to secure rupee term loans/foreign currency loans, debentures, bonds and other instruments of an outstanding aggregate value not exceeding ` 50 crore together with interest thereon at the agreed rates, further interest, liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the Trustees under the Trust Deed and to the Lending Agencies under their respective Agreements/Loan Agreements/Debenture Trust Deeds entered/to be entered into by the Company in respect of the said borrowings. RESOLVED FURTHER THAT the Board be and is hereby authorized to fi nalize with the Lending Agencies/Trustees, the documents for creating the aforesaid mortgages, charges and/or hypothecations and to accept any modifi cations to, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts and things and to execute all such documents as may be necessary for giving effect to this Resolution. 2. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT in supersession of the resolution passed under Section 293(1)(d) of the Companies Act, 1956 at the 11 th Annual General Meeting of the Company held on 28th September, 2005 and pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall include any Committee thereof for the time being exercising the powers conferred on the Board by this Resolution) for borrowing from time to time, any sum or sums of monies, which together with the monies already 1

3 TWENTIETH ANNUAL REPORT borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company s bankers in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specifi c purpose, provided that the total outstanding amount so borrowed shall not at any time exceed the limit of 50 crore. RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fi t and to do all such acts, deeds and things as they may deem necessary to give effect to the above resolution including but not limited to the appointment of any manager/consultant or any other intermediary in respect of the above offerings and/or to execute all such documents, instruments and writings as may be required. 3. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS: RESOLVED THAT pursuant to Section 14 and all other applicable provisions if any, of the Companies Act, 2013 (including any statutory modifi cation(s), enactment(s) or re-enactment(s) thereof for the time being in force), the existing Articles of Association from Articles 1 to 215 be and are hereby substituted with a new set of Articles 1 to 97 of Articles of Association of the Company as per Companies Act, 2013, a copy of which is placed before the meeting and duly initialed by the Chairman for the purpose of identifi cation. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such steps and actions for effecting said substitution of Articles of Association fi ling/ registrations as may be required in relation thereto the Articles of Association and further to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution. 4. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S) THE FOLLOWING RESOLUTIONS AS SPECIAL RESOLUTIONS: RESOLVED THAT pursuant to provision of Section 188 and other applicable provisions of the Companies Act, 2013, if any consent of the Company be and is hereby accorded for entering into related party transactions by the Company with effect from 1 st April, 2014 upto the maximum per annum amounts as appended below: (Rs. In Lacs) MAXIMUM VALUE OF CONTRACT / TRANSACTION (PER ANNUM) WEF 1ST APRIL 2014 Transaction defi ned u/s 188(1) of Companies Act, 2013 Sale, purchase or supply of any goods, materials Selling or otherwise disposing of, or buying, property of any kind Leasing of property of any kind Availing or rendering of any services; Appointment of any agent for purchase or sale of goods, materials, services or property NAME OF RELATED PARTIES:- COMPANIES : Shreesri Buildtech Private Limited Lotus Infra Projects Private Limited Sir Bio Tech India Limited Raghunath Builders Private Limited Raghunath International Limited Raghunath Holdings & Finlease (P) Ltd

4 TRUST/SOCIETY/FIRM/LLP: SUBSIDIARIES/ STEP -DOWN SUBSIDIARIES / JOINT -VENTURE: DIRECTORS/ KMPs/ RELATIVES OF DIRECTORS AND KMPs/ OTHER FIRM AND COMPANIES in which directors have some interest as per the provisions of section 2(76) of the Companies Act, 2013 On actual basis Exempted being in the ordinary course of Business and on arm s length basis Smt. Alka Dalmia Mr. Yuvraj Dalmia Mr. Pulkit Dalmia TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT pursuant to the provision of Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and other applicable provisions, if any, and subject to such conditions, approvals, permissions, as may be necessary, consent of the members of the Company be and is hereby accorded to invite/accept/renew/receive money by way of unsecured/ secured deposits, or in any other form, from public and/ or members of the Company, in any form or manner, through circular, advertisement or through any other permissible mode, up to permissible limits prescribed under applicable provisions of law on such terms and conditions as the Board of Directors of the Company in its sole discretion deems fi t and necessary. RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board of Directors and/ or any Committee thereof may in its absolute discretion consider necessary, proper, expedient, desirable or appropriate for such invitation/ acceptance/ renewal/ receipt as aforesaid. 6. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS ORDINARY RESOLUTION: RESOLVED FURTHER THAT pursuant to the provisions of section 196 & 197 read with schedule V of the Companies Act, 2013 and other applicable Provisions if any of the said Act including any Modifi cations or re-enactments thereof for the time being in being in force, and Subject to the approval of Shareholders in General Meeting, Mr. Ajay Kumar Jain DIN No. ( ) be and is here by re-appointed as Whole time Director of the Company w.e.f. 22nd November, 2013 for the period of 3 (Three) Years on the following terms and conditions, which has been approved by the Remuneration Committee at their meeting held on 14th November, 2013 in accordance with the provisions of Schedule V to the Companies Act, 2013: 1. Salary: Rs. 36,725/- (. Thirty Six Thousand Seven Hundred Twenty Five only) Per Month. 2. Perquisites: Whole time Director shall not entitled to the any perquisite and other benefi ts except free uses of car with Driver for the Company s business and all the expenditure in connection there with to be borne by the Company. 3. Increment: He shall be entitled for the yearly increment on salary within the range of 10% to 20%, as may be decided by the Board of Directors.

5 TWENTIETH ANNUAL REPORT OTHER TERM (a) Reimbursement of the travelling, entertainment and other expenses incurred by him during the course of business of the company. (b) He is not entitled to sitting fees for the meeting of the board of directors or of the committee thereof. (c) The appointment shall be terminated by Company giving to said whole -time Director a notice of one month of such termination or on payment of one month salary in lieu thereof and by the director notice of the one month to the Company. RESOLVED FURTHER THAT the said appointment shall be subject to approval of the shareholder at the ensuring Annual General Meeting by way of Ordinary Resolution. 7. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS ORDINARY RESOLUTION: RESOLVED FURTHER THAT pursuant to the provisions of section 196 & 197 read with schedule V of the Companies Act, 2013 and other applicable Provisions if any of the said Act including any Modifi cations or re-enactments thereof for the time being in being in force, and Subject to the approval of Shareholders in General Meeting, Mr. Sunil Tandon DINNo. ( )be and is hereby re-appointed as Whole time Director of the Company w.e.f. 01st July,2014 for the period of 5 (Five) years on the following terms and conditions, which has been approved by the Remuneration Committee at their meeting held on, 01st July,2014 in accordance with the provisions of Schedule V to the Companies Act, 2013: 4. Salary: Rs. 39,125/- (. Thirty Nine Thousand One Hundred Twenty Five only) Per Month. 5. Perquisites: Whole time Director shall not entitled to the any perquisite and other benefi ts except free uses of car with Driver for the Company s business and all the expenditure in connection there with to be borne by the Company. 6. Increment: He shall be entitled for the yearly increment on salary within the range of 10% to 20%, as may be decided by the Board of Directors. OTHER TERM (d) Reimbursement of the travelling, entertainment and other expenses incurred by him during the course of business of the company. (e) He is not entitled to sitting fees for the meeting of the board of directors or of the committee thereof. (f) The appointment shall be terminated by Company giving to said whole -time Director a notice of one month of such termination or on payment of one month salary in lieu thereof and by the director notice of the one month to the Company. RESOLVED FURTHER THAT the said appointment shall be subject to approval of the share holder at the ensuring Annual General Meeting by way of Ordinary Resolution. 8. TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATIONS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION: RESOLVED THAT in accordance with the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013, approval of the Company be and is hereby accorded to the Board of Directors of the Company to give any amount of loan to any person or other body corporate, give any guarantee or provide any security in connection with a loan to other body corporate or person and acquire by way of subscription, purchase or otherwise the securities including Equity Shares and Preference Shares of any Body Corporate notwithstanding the fact that such investment to be so made together with the investment already made may exceed sixty percent of the aggregate of the Paid-up Share Capital and Free Reserve of the Company or hundred percent of its free reserves, whichever is more. RESOLVED FURTHER THAT in addition to the above, the Board of Directors of the Company be and is hereby authorized to give any amount of loan to any person or other body corporate, give any guarantee or provide any security 4

6 in connection with a loan to other body corporate or person and acquire by way of subscription, purchase or otherwise make further investment in the securities of any other Bodies Corporate provided that the aggregate of the investment made shall not at any time exceed Rs Crores. RESOLVED FURTHER THAT the Board be and is hereby authorized to determine the actual sum or sums to be invested in the securities of the said bodies Corporate out of the above limit and to determine the time and manner of Investment and to take all the decisions and to do all such acts, deeds, matters and things as may be required to be done for giving effect to the resolution. By order of the Board Place: Kanpur Dated: 2nd September, 2014 Sd/- (Ajay Kumar Jain) Director DIN NO

7 TWENTIETH ANNUAL REPORT NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXIES TO BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. The Explanatory statement pursuant to section 102 of the Companies Act, 2013 in respect of special business of the notice as set out above is annexed thereto. 3. M/s Abhipra Capital Limited, Abhipra Complex, Dilkhush Industrial Area, A-387, G.T. Karnal Road, Azadpur, Delhi is the Registrar and Share Transfer Agent for physical shares of the Company. M/s Abhipra Capital Limited is also the depository interface of the Company with both NSDL and CDSL. 4. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 15th, 2014 to Monday, September 30th, 2014 (both days inclusive). 5. Members/Proxies should bring the attendance slips duly fi lled in and signed for attending the meeting. 6. Members, who are holding shares in the identical order of names in more than one folio, are requested to write to the Company to enable it to consolidate their holding in one folio. 7. Members are requested to quote their folio number, DP ID/Client ID and the Company s name in all correspondence with M/s Abhipra Capital Limited, Who is acting as our Registrar and Share Transfer Agent. 8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Member holding shares in physical form can submit their PAN detail to the Company/ Abhipra (RTA). 9. Members are requested to bring their copy of Annual Report to the Meeting. 10. The Company s shares are compulsorily traded in demat form; hence the member who are holding equity shares in physical form are requested to get them dematerialized. 11. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively) has undertaken a Green Initiative in Corporate Governance and allowed Companies to share documents with its shareholders through an electronic mode. A recent amendment to the Listing Agreement with the Stock Exchanges permits Companies to send soft copies of the Annual Report to all those shareholder who have registered their address for the said purpose. Members are requested to support this Green Initiative by intimating their address to the Company at the dedicated ID i.e. rgc.secretarial@gmail.com. 12. The Company would like to avail this opportunity for sending notices/ annual report/ other documents to the members in the electronic mode to their address already available (i) in the records of depositories, which have been made available to the Company by them; or (ii) in the records of share Transfer Agent of the Company. 13. As per the provisions of the Companies Act 2013, facility for making nomination is available for Members of the Company in respect of shares held by them. The Members, who wish to nominate a person, may furnish the required details to the Company in prescribed form. 14. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Offi ce of the Company between am and 1 pm on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company. ITEM NO. 1 EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 The borrowings of the Company are, in general, required to be secured by suitable mortgage or charge on all or any of the movable and/ or immovable properties of the Company in such form, manner and ranking as may be determined by the Board of Directors of the Company, from time to time, in consultation with the lender (s). The mortgage and /or charge by the Company of its movable and/ or immovable properties and /or of the whole or any part of the undertaking (s) of the Company 6

8 in favour of the lenders/agent (s)/ trustees, including the power to take over the management of the business and concern of the Company in certain events of default by the Company, may be regarded as disposal of the Company s undertaking(s) within the meaning of Section 180 (1) (a) of the Companies Act, Hence the approval of the Shareholders is sought by way of Special Resolution. The Board recommends the passing of the resolution by the Members of the Company, as set out in Item No.1 of the Notice, by casting their vote as explained in the notes appended herewith. None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested fi nancially or otherwise in the said resolution as set out in Item No. 1 above. ITEM NO. 2 The borrowings of the Company are, in general, required to be secured by suitable mortgage or charge on all or any of the movable and/ or immovable properties of the Company in such form, manner and ranking as may be determined by the Board of Directors of the Company, from time to time, in consultation with the lender (s). The mortgage and /or charge by the Company of its movable and/ or immovable properties and /or of the whole or any part of the undertaking (s) of the Company in favour of the lenders/agent (s)/ trustees, including the power to take over the management of the business and concern of the Company in certain events of default by the Company, may be regarded as disposal of the Company s undertaking(s) within the meaning of Section 180 (1) (c) of the Companies Act, Hence the approval of the Shareholders is sought by way of Special Resolution. The Board recommends the passing of the resolution by the Members of the Company, as set out in Item No.2 of the Notice, by casting their vote as explained in the notes appended herewith. None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested fi nancially or otherwise in the said resolution as set out in Item No. 2 above. ITEM NO. 3 The Articles of Association ( AoA ) of the Company were same when the company was incorporated in The existing AoA are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specifi c sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The Act is now largely in force. On September 12, 2013, the Ministry of Corporate Affairs ( MCA ) had notifi ed 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notifi ed most of the remaining Sections. However, substantive sections of the Act which deal with the general working of companies stand notifi ed. With the coming into force of the Act several regulations of the existing AoA of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles. The new AoA to be substituted in place of the existing AoA are based on Table F of the Act which sets out the model articles of association for a company limited by shares. None of the Directors/ Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, fi nancially or otherwise, in the Special Resolution set out at Item No. 3 of the Notice. ITEM NO. 4 The provisions of Section 188(1) read with Rule 15(3) of The Companies (Meetings of Board and Its Powers) Rules, 2014 of the Companies Act, 2013 that governs the following Related Party Transactions require a Company to obtain prior approval of the Board of Director and in case the paid-up share capital of a company is Rs. 10 crore rupees or more, the prior approval of shareholder by way of Special Resolution: (a) sale, purchase or supply of any goods or materials; (b) selling or otherwise disposing of, or buying, property of any kind; (c) leasing of property of any kind; (d) availing or rendering of any services; (e) appointment to any agent for purchase or sale of goods, materials, services or property; (f) such related party s appointment to any offi ce or place of profi t in the company, its subsidiary company or associate company; and (g) underwriting the subscription of any securities or derivatives thereof of the company 7

9 TWENTIETH ANNUAL REPORT Further, third proviso to section 188(1) provides that nothing shall apply to any transaction entered into by the company in its ordinary course of business other than transactions which are not on arm s length basis. The provision of section 188(3) also provide that any contract or arrangement entered into u/s 188(1) may be ratifi ed by the Board or, as the case may be, by the shareholders at a meeting within three month from the date on which such contract or arrangement was entered into. In the light of provisions of the 2013 Act, the Board of Directors of your Company has approved the proposed transaction along with annual limit that your Company may enter into with the Related Parties (as defi ned under the 2013 Act) for the fi nancial year and beyond All prescribed disclosure as required to be given under the provisions of the 2013 Act and the Companies (Meetings of Board and Its Powers) Rules, 2014 are given herein below in a tabular format for kind perusal of the members. (Rs. In Lacs) MAXIMUM VALUE OF CONTRACT / TRANSACTION (PER ANNUM) WEF 1ST APRIL 2014 Transaction defi ned u/s 188(1) of Companies Act, 2013 Sale, purchase or supply of any goods, materials Selling or otherwise disposing of, or buying, property of any kind Leasing of property of any kind Availing or rendering of any services; Appointment of any agent for purchase or sale of goods, materials, services or property NAME OF RELATED PARTIES:- COMPANIES : Shreesri Buildtech Private Limited Lotus Infra Projects Private Limited Sir Bio Tech India Limited Raghunath Builders Private Limited Raghunath International Limited Raghunath Holdings & Finlease (P) Ltd TRUST/SOCIETY/FIRM/LLP: SUBSIDIARIES/ STEP -DOWN SUBSIDIARIES / JOINT -VENTURE: DIRECTORS/ KMPs/ RELATIVES OF DIRECTORS AND KMPs/ OTHER FIRM AND COMPANIES in which directors have some interest as per the provisions of section 2(76) of the Companies Act, 2013 On actual basis Exempted being in the ordinary course of Business and on arm s length basis Smt. Alka Dalmia Mr. Yuvraj Dalmia Mr. Pulkit Dalmia ITEM NO. 5 The members are hereby apprised that the Company can accept deposits from its shareholders, employees, their relatives and other sections of public as permissible under the provisions of Companies Act, 2013 read with the corresponding 8

10 Companies (Acceptance of Deposit).With the commencement of Companies Act, 2013 ( the 2013 Act ), deposit are now governed by the new law and approval of shareholders is required by way of Special Resolution for inviting/accepting/ renewing deposits. The members may kindly note that under the provisions of the 2013 Act, any company inviting/accepting/ renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. Your company is under the process of obtaining the same as required. Your Company shall be taking deposit insurance towards the unsecured deposit as may be accepted by it. The Board of Directors of your Company has approved this item in the Board Meeting held on 2 nd September, 2014 and recommends the Resolution as set out in the accompanying Notice for the approval of members of the Company as a Special Resolution. None of the Directors/ Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, fi nancially or otherwise, in the Special Resolution set out at Item No. 5 of the Notice. The Board commends the Special Resolution set out at Item No. 5 of the Notice for approval by the shareholders. Your Directors recommend the resolution for your approval. ITEM NO. 6 The Board had reappointed Mr. Ajay Kumar Jain DIN No. ( ) as Whole-Time Director of the Company for a period of three years w.e.f. 22nd November, 2013 and remuneration was fi xed Rs /- (Thirty Six Thousand Seven Hundred Twenty Five only) per month which will be confi rmed by the shareholders at the ensuing Annual General Meeting to be held on 30th September, For the fi nancial year , the Remuneration Committee at its meeting held on 14th November, 2013 approved the payment of remuneration of Rs /- (Thirty Six Thousand Seven Hundred Twenty Five only) per month to Mr. Ajay Kumar Jain DIN No. ( ), Whole-time Director of the Company for the further tenure of three years which was approved by the Board of Directors at their meeting held on that date. As per Schedule V of the Companies Act, 2013 where in any fi nancial year, during the tenure of the managerial person, a Company has no profi ts or its profi ts are inadequate, it may pay remuneration to a managerial person by way of salary, dearness allowance, perquisite and any other allowances for an amount not exceeding Rs /- (Thirty Six Thousand Seven Hundred Twenty Five only) per month. The provision further stipulates that consent of the shareholders is to be obtained through ordinary resolution in the ensuing General Meeting immediately after the approval of payment of the Remuneration Committee. The remuneration which was recommended for the above said period was within the overall prescribed limits as per Schedule V of the Companies Act, 2013.None of the Director except Mr. Ajay Kumar Jain DIN No. ( )is concerned or interested fi nancially or otherwise in the said resolution. ITEM NO. 7 The Board had appointed Mr. Sunil Tandon DIN NO. ( )as Whole-Time Director of the Company for a period of fi ve years w.e.f. 1 st July 2014 and remuneration was fi xed Rs /- (Thirty Nine Thousand One Hundred Twenty Five only) per month which will be confi rmed by the shareholders at the ensuing Annual General Meeting to be held on 30th September, For the fi nancial year , the Remuneration Committee at its meeting held on 1st July, 2014 approved the payment of remuneration of Rs /- (Thirty Nine Thousand One Hundred Twenty Five only) per month to Mr. Sunil Tandon DIN NO. ( ), Whole-time Director of the Company for the further tenure of fi ve years which was approved by the Board of Directors at their meeting held on that date. As per Schedule V of the Companies Act, 2013 where in any fi nancial year, during the tenure of the managerial person, a Company has no profi ts or its profi ts are inadequate, it may pay remuneration to a managerial person by way of salary, dearness allowance, perquisite and any other allowances for an amount not exceeding Rs.39125/-(Thirty Nine Thousand One Hundred Twenty Five only) per month. The provision further stipulates that consent of the shareholders is to be obtained through ordinary resolution in the ensuing General Meeting immediately after the approval of payment of the Remuneration Committee. The remuneration which was recommended for the above said period was within the overall prescribed limits as per Schedule V of the Companies Act, 2013.None of the Director except Mr. Sunil Tandon DIN NO. ( ) is concerned or interested fi nancially or otherwise in the said resolution ITEM NO. 8 As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a Company can make any amount of loan, investment or give guarantee or provide any security and acquire by way of subscription, purchase or otherwise 9

11 TWENTIETH ANNUAL REPORT the securities including Equity Shares and Preference Shares of any Body Corporate beyond the prescribed ceiling of Sixty per cent of the aggregate of the paid-up capital and free reserves and securities premium account or, Hundred per cent of its free reserves and securities premium account, whichever is more, if special resolution is passed by the members of the Company. As a measure of achieving greater fi nancial fl exibility and to enable optimal fi nancing structure, this permission is sought pursuant to the provisions of Section 186 of the Companies Act, 2013 to give powers to the Board of Directors or any duly constituted committee thereof, for making further investment, providing loans or give guarantee or provide security in connection with loans to or and acquire by way of subscription, purchase or otherwise the securities of any Body Corporate, subsidiary companies (including overseas subsidiaries) for an amount not exceeding 50 Crores. The investment(s), loan(s), guarantee(s) and security (ies), as the case may be, will be made in accordance with the applicable provisions of the Companies Act, 2013 and relevant rules made there under. These investments are proposed to be made out of own/surplus funds/internal accruals and or any other sources including borrowings, if necessary, to achieve long term strategic and business objectives. Hence the approval of the Shareholders is sought by way of Special Resolution. The Board recommends the passing of the resolution by the Members of the Company, as set out in Item No. 8 of the Notice, by casting their vote as explained in the notes appended herewith. None of the Directors, Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested fi nancially or otherwise in the said resolution as set out in Item No. 8 above. By order of the Board Place: Kanpur Dated: 2nd September, 2014 Sd/- (Ajay Kumar Jain) Director DIN NO

12 DIRECTORS REPORT To, THE MEMBERS OF Your Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended March 31 st, FINANCIAL RESULTS The highlights of the Financial Results are as under: ( in Lakhs) PARTICULARS Year ended Year ended Sales and Other Income Profi t/ (Loss) before Interest and Depreciation Less: Finance Charges (44.00) (31.99) Less: Depreciation (16.24) (18.77) Profit/ (Loss) for the Year Add/(Less): Extraordinary Items (1.77) Add/Less: Tax Adjustment Earlier Years - (04.02) Less: Provision for Income Tax (6.96) (172.72) Less: Wealth Tax (0.15) (0.23) Add/(Less): Deferred Tax/Assets/ Liability) Net Profit/ (Loss) for the Year Add: Balance brought forward Add: Effect of Prior Period Rent/Interest Income taken in Statement of Income for the Year Profit/ (Loss) carried to the Balance Sheet OPERATIONS During the year under review, the Gross Turnover of the Company decrease to Rs compared to Rs lacs in the previous year. The net profit of the Company decreased to Rs lacs in comparison to Rs lacs in the previous year. The Company will continue to be responsive to changes in market dynamics and consumer behaviour and other key factors infl uencing the business, and will formulate its strategies accordingly. The Company is planning to venture in real estate/ construction business during the Year. DIVIDEND With a view to conserve resources for future needs of the Company, the Directors regret their inability to propose any dividend for the year under review. DIRECTORS Mr. Ajay Kumar Jain (DIN No ) and Mr. Sunil Tandon (DIN No ) are liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. 11

13 TWENTIETH ANNUAL REPORT Mr. Harshneet Singh DIN NO. ( ) appointed as a Director of the Company on 02/06/2014 has resigned from the Board of Directors w.e.f 30/06/2014. Mr. Sunil Tandon (DIN No ), who was Non Executive (Independent Director) of the Company was appointed as Executive Director of the Company from 1st July, Mr. Manoj Kumar Pandey, Director (DIN No ) of the Company, was appointed as an Independent, Non- Executive Director on In accordance with Section 149(10) of the Companies Act, 2013, he will hold the offi ce of Independent Director in the Company upto Mr. Priyank Jain, Director (DIN No ) of the Company, was appointed as an Independent, Non-Executive Director on In accordance with Section 149(10) of the Companies Act, 2013, he will hold the offi ce of Independent Director in the Company upto DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirements under Section of the Companies Act, with respect to the Directors Responsibility Statement, it is hereby confi rmed: (i) That in the preparation of the annual accounts for the fi nancial year ended 31 st March, 2014, the applicable accounting standards had been followed and no material departure have been made from the same; (ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for the year under review; (iii) That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the annual accounts for the fi nancial year ended 31 st March, 2014, on going concern basis. DEMATERIALIZATION OF EQUITY SHARES The Company s equity shares are available for trading in the Depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The International Securities Identifi cation Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B01012 for the equity shares of your Company. The status of Equity Capital exists in Electronic Form and Physical Form as on March 31st, 2014 is as under: Particulars Nos. of Shares Percentage Electronic Mode CDSL 6,46, % NSDL 84,93, % % Physical Mode % Total : 1,20,01, % CORPORATE GOVERNANCE Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Reports on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certifi cate dated 2nd September, 2014, of the Auditors of your Company confi rming the compliance of conditions of Corporate Governance is also annexed thereto. 12

14 VIGIL MECHANISM In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established. PARTICULARS OF EMPLOYEES There was no employee in respect of whom information is required to be given pursuant to applicable Section of the Companies Act 2013, read with the Companies (Particulars of Employees) Rules, 1975, as amended up-to-date. AUDITORS M/s. Kumar Piyush & Co. Chartered Accountants, New Delhi, the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. AUDITORS REPORT In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory, and do not call for any further comments. INDUSTRIAL RELATIONS During the year under review, your Company had cordial and harmonious industrial relations at all levels of the Organization. PUBLIC DEPOSITS During the year under review, your Company has not accepted any fi xed deposits from the public as per the relevant provision of the Companies Act, 2013 and the Rules made there under. SUBSIDIARY COMPANY The Company is not having any subsidiary company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO The information required under Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo is attached hereto as Annexure- A and forms part of the Directors Report. ACKNOWLEDGEMENTS The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confi dence in the Management. For and on behalf of the Board Sd/- Sd/- Place: Delhi (Ajay Kumar Jain) (Sunil Tandon) Date: 2nd September, 2014 Director Director DIN NO DIN NO

15 TWENTIETH ANNUAL REPORT ANNEXURE-A The information required under conservation of energy and absorption of technology research development as per Companies Act, 2013 and rules made thereunder. A. CONSERVATION OF ENERGY The Company s operations involve low energy consumption. There are no major areas where any energy conservation measure can be taken. However, efforts are being made to conserve and optimize the use of energy, wherever possible. B. FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY, RESEARCH AND DEVELOPMENT: Technology Absorption The Company is in Trading and real estate Industry and therefore, specifi c technology absorption, adaptations and innovation will be taken care of/ implemented, wherever required. Research & Development Sr. No. Particulars Status 1. Specifi c areas in which Research and Development carried out by the Company. NIL 2. Benefi t derived as a result of the above Research and Development. NIL 3. Future plan of action. NIL 4. Expenditure on Research and development. NIL C. FOREIGN EXCHANGE EARNINGS & OUTGO: (i) Total Foreign Exchange earned : NIL (ii) Total Foreign Exchange outgo : NIL For and on behalf of the Board Sd/- Sd/- Place: Delhi (Ajay Kumar Jain) (Sunil Tandon) Date: 2nd September, 2014 Director Director DIN NO DIN NO

16 CORPORATE GOVERNANCE REPORT 1. The Company s Philosophy on Code of Corporate Governance Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the culture and mindset of the organization. The Company believes that good Corporate Governance practices should be enshrined in all activities of the Company. This would ensure effi cient conduct of the affairs of the Company and help the Company achieve its goal of maximizing value for all its stakeholders. The Company has a strong legacy of fair, transparent and ethical governance. The Company recognizes that good Corporate Governance is a continuing exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all the stakeholders. 2. Board of Directors Composition as on March 31 st, 2014 The Board of Directors as on 31 st March, 2014 consisted of 4 (Four) Directors out of which One director is Executive and others are Independent Directors. The Chairman of the Company is Executive Director. The composition of Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges. Name Category NO. of the Directorship held in public Limited Company Mr.Ajay Kumar jain (DIN No ) Mr. Manoj Kumar Pandey (DINNo ) Mr. Sunil Tandon (DIN No ) Mr. Priyank Jain (DIN No ) Executive, Whole Time Director Non-Executive, Independent Director Non-Executive, Independent Director Non-Executive, Independent Director 15 No. of Board Committee position held in other Public Limited Companies Chairman Member 3. Board Meetings The Board held 21 (Twenty One) Meetings during the year on , , , , , , , , , , , , , , , , , , , , Attendance of Directors at Board Meetings and at the Annual General Meeting Name of the Director No. of Board Meetings Attended Whether Attended the Last AGM Mr. Ajay Kumar Jain (DIN No ) 21 Yes Mr. Manoj Kumar Pandey (DIN No ) 21 Yes Mr. Sunil Tandon (DIN No ) 21 Yes Mr. Priyank Jain (DIN No ) 21 Yes The Board ensures compliance of all laws applicable to the Company and takes steps to rectify non- compliances, if any. 4. Committees of the Board (i) Audit Committee The Audit Committee has been constituted as per Section of the Companies Act, and the guidelines set out in the Listing Agreements with the Stock Exchanges. The terms of the reference of the Audit Committee are as per the Guidelines set out

17 TWENTIETH ANNUAL REPORT in the Listing Agreement with the Stock Exchanges that inter-alia include the overview of the Company s fi nancial reporting processes, review of quarterly, half-yearly and annual fi nancial statements, review of adequacy of internal control systems, review of fi nancial and risk management policies and review of signifi cant fi nding and adequacy of internal control system etc. (ii) Composition and Attendance During the year , 4 (Four) Meetings of the Audit Committee were held on , , , and Name of the Member Category No. of Meetings Attended Mr. Manoj Kumar Pandey (Chairman) Non-Executive, Independent 4 (DIN No ) Mr. Ajay Kumar Jain Executive, Whole Time Director 4 (DIN No ) Mr. Sunil Tandon Non-Executive, Independent 4 (DIN No ) Mr. Priyank Jain (DIN No ) Non-Executive, Independent 4 Members of the Audit Committee have requisite knowledge in the fi eld of Finance, Accounts and Management. Minutes of each Meeting of Audit Committee are placed and discussed before the Board of Directors. Mr. Vishal Saxena DIN NO. ( ) who was appointed as Company Secretary of the Company w.e.f 01st of January 2013, shall act as Secretary of the Audit Committee. The Chief Financial Offi cer and representative of Statutory Auditors attended the meetings of Audit Committee. (ii) Remuneration Committee The terms of reference of Remuneration Committee are as per the Guidelines set out in the Listing Agreement with the stock exchange(s), falling under the category of non-mandatory requirements of Corporate Governance that inter alia includes formulation and recommendation to the Board from time to time, a remuneration structure for the Whole-time Members of the Board. Composition of Remuneration Committee Name Mr. Manoj Kumar Pandey, (DIN No ) Mr. Sunil Tandon (Chairman), (DIN NO ) Mr. Priyank Jain, (DIN NO ) Category Non-Executive Independent Non-Executive Independent Non-Executive Independent During the year , 1(One) Meeting of the Remuneration Committee was held on 14/11/2013. Remuneration Policy The Remuneration Committee determines and recommends to the Board, the remuneration of the Directors and the same is subject to the approval of Members. The key components of the Company s Remuneration policy are: Remuneration will be a major driver of performance. Remuneration will be transparent, fair and simple to administer. Remuneration is determined in accordance with experience and nature of responsibilities. Remuneration will be fully legal and tax compliant. 16

18 At present, the Company is not paying remuneration / sitting fees to its Non-Executive Directors. However, remunerating to the Non Executive Directors by way of payment of sitting fee is under consideration. Non Executive Directors do not hold any shares and convertible instruments of the Company. The details of remuneration paid to the Whole-time Director during the year from to is given below Salary paid to Mr. Ajay Kumar Jain DIN NO.( ) is Rs. 36,725/- ( Thirty Six Thousand Seven Hundred Twenty Five only) Per Month. The detail of service contract of Whole-time Directors of the Company is as under: Name Date of appointment Tenure From To Ajay Kumar Jain 22 nd November Years 22 nd November st November 2016 (DIN No ) Notice period as per Company s Rules. No severance fee and stock (Equity Shares) is payable to the Directors. (iii) Shareholders/Investors Grievance Committee: The terms of reference of Shareholders/Investors Grievance Committee is as under: a. Approval of requests received for transfer/transmission of shares including dematerialization/ rematerialization of securities. b. Approval of requests received for issue of duplicate certifi cates. c. Rejection of requests for share transfers, wherever applicable. d. Redressal of serious complaints received from shareholders/investors on non-receipt of shares after transfer in the physical form, complaints on Non-receipt of Balance Sheet, dividend etc. Composition of Shareholders/ Investor s Grievance Committee Name Mr. Manoj Kumar Pandey, (DIN No ) Mr. Sunil Tandon (Chairman), (DIN No ) Mr. Ajay Kumar Jain, (DIN No ) Mr. Priyank Jain, (DIN No ) Category Non-Executive Independent Non-Executive Independent Executive Non-Executive Independent Name and Designation of Compliance Officer Mr.Vishal Saxena (DIN NO ), (Company Secretary) was the Compliance Offi cer of the Company during the year under report. Shareholders/Investors Grievance Committee Meetings The Committee held 15 (Fifteen) Meetings during the year on , , , , , , , , , , , , & Details of Complaints received during the year Nature of Complaint Received Cleared Pending Non receipt of Annual Report for Non receipt of Shares after transfer 17

19 TWENTIETH ANNUAL REPORT (a) General Body Meetings The Last three Annual General Meetings were held as per the details given below: YEAR DATE DAY/TIME VENUE Thursday,11.00 A.M Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur Friday,11.00 A.M Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur Monday,11.00 A.M Mandhana Bithoor Road, Village Chaudharipur, Bithoor, Kanpur (b) Special Resolution passed during last three Annual General Meetings No, Special Resolution passed during the last three Annual General Meetings. (c) Postal Ballot During the year ended 31 st March, 2014, no resolution was passed by the Company s shareholders requiring voting by postal ballot. At the ensuing Annual General Meeting also, there is no resolution proposed to be passed through postal ballot. 6. Disclosure (a) Disclosure on materially significant related party transactions, pecuniary or business relationship with the Company There have been no materially signifi cant related party transactions that may have potential confl ict with the interests of the Company or its associates, with any of the Directors or their relatives during the year However, a detailed disclosure on Related Party Transactions has been made at Sr. No. 30b in the Notes to Accounts appearing under Notes to Accounts (Signifi cant Accounting Policies and Notes to Accounts) forming part of Balance Sheet (b) Details of non-compliance by the Company, penalties, and strictures imposed on the Company by the Stock Exchange(s) or SEBI or any Statutory Authority on any matters related to Capital Market No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority, on any matter related to capital markets during the last 3 years. (c) Whistle Blower Policy The Company has formulated a policy known as Whistle Blower Policy to allow and encourage our employees to bring to the Management s Notice (Audit Committee) directly, without necessarily informing their superiors about suspected unethical behavior, malpractice, wrongful conduct, fraud, violation of the Company s policies including code of conduct, violation of law or questionable accounting or auditing matters by any employee/director in the Company without fear of reprisal. The Company further undertakes that it has not denied any personnel access to the Audit Committee of the Company in respect of matters involving alleged misconduct/malpractice/unethical behavior and that it has provided protection to Whistle Blowers from unfair termination and other unfair or prejudicial employment practices. (d) Details of compliance with the mandatory requirements and adoption of non-mandatory requirements of Clause 49 The Company has complied with the mandatory requirements and is in process of adopting non-mandatory requirements of Clause 49, wherever feasible. (e) Risk Management The Executive Management controls risk through means of a properly defi ned framework. (f) Code of Conduct The Board of Directors of your Company has laid down the Code of Conduct for all Board Members and Senior Management of the Company, which delineates the principles governing the conduct of employees including Directors, with all the stakeholders of the Company. The code covers transparency, legal compliances, concern of occupational health, safety and environment, a gender friendly work place and philosophy of leading by personal examples. 18

20 All Board Members and Senior Management of your Company ensure the compliances with these principles. The Board is responsible for ensuring that these principles are communicated to, understood and observed by all employees. Compliance of the code is subject to the review by the Board supported by the Audit Committee of the Board. (g) Disclosures regarding appointment or re-appointment of Directors In accordance with the provisions of the Companies Act, and Articles of Association of the Company, Mr. Ajay Kumar Jain (DIN No ) and Sunil Tandon (DIN No ), Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment as Director of the Company. Mr. Sunil Tandon (DIN No ), who was Non Executive (Independent Director) of the Company was appointed as Executive Director of the Company from 1st July, Mr. Manoj Kumar Pandey, Director (DIN No ) of the Company, was appointed as an Independent, Non-Executive Director on In accordance with Section 149(10) of the Companies Act, 2013, he will hold the offi ce of Independent Director in the Company upto Mr. Priyank Jain, Director (DIN No ) of the Company, was appointed as an Independent, Non-Executive Director on In accordance with Section 149(10) of the Companies Act, 2013, he will hold the offi ce of Independent Director in the Company upto Mr. Manoj Kumar Pandey (DIN No ) aged 44 years having wide experience of 16 years in the fi eld of Banking & Finance. He does not hold directorship in or membership of any Committee of other Company. Mr. Ajay Kumar Jain (DIN No ) aged 46 years having wide experience of 27 years in the fi eld of Account & Finance. He does not hold directorship in or membership of any Committee of other Company. Mr. Sunil Tandon (DIN No ) aged 49 years having wide experience of 25 years in the fi eld of Marketing and over all administration. He does not hold directorship in or membership of any Committee of other Company. Mr. Priyank Jain (DIN NO ) aged 34 years having wide experience of 12 years in the fi eld of Marketing and Finance. He does not hold directorship in or membership of any Committee of other Company (h) CEO/CFO Certification A certifi cate from the Chief Executive Offi cer and the Chief Financial Offi cer on the fi nancial statements of the Company was placed before the Board. 7. Means of Communication 1. Half-yearly Report sent to each Shareholder No. The Company is publishing the results in National and Regional Newspapers 2. Quarterly Results Quarterly Results are announced within 45 Days (Forty Five Days) of the end of the respective quarter, which are normally published in The Pioneer (English) and Swatantra Bharat (Hindi) 3. Any website, where displayed 4. Whether it also displays offi cial news releases and the presentations made to Institutional Not Applicable Investors or to the Analysts 5. Whether Management Discussion & Analysis Yes is a part of Annual Report 6. Whether Shareholder Information section Yes forms part of Annual Report 8. General Shareholder Information (a) Date, Time and Venue of Annual General Meeting The Company will hold it s Twentieth Annual General Meeting on Tuesday, the 30 th September, 2014 at A.M at the Registered Offi ce of the Company at Mandhana Bithoor Road, Village Chaudharipur, Bithoor Kanpur

21 TWENTIETH ANNUAL REPORT (b) Financial Calendar (tentative and subject to change) The Company expects to announce the unaudited quarterly results for the year , as per the following schedule: Financial Reporting for the Quarter ending June 30, 2014 August 14 th, 2014 Quarterly Limited Review Report for the Quarter ended on June 30, 2014 August 14 th, 2014 Financial Reporting for the Quarter ending September, 2014 and Half-year Results November 14th, 2014 Quarterly Limited Review Report for the Quarter ended on September 30, 2014 November 14th, 2014 Financial Reporting for the Quarter ending December 31, 2014 February 14th, 2015 Quarterly Limited Review Report for the Quarter ended on December 31, 2014 February 14 th, 2015 The Audited Results of the Company for the year will be announced on or before 30 th May, 2015 which will include the results of the fourth quarter of the year (c) Date of Book Closure The Company s Register of Members and Share Transfer Book will remain closed from Monday, September 15 th, 2014 to Monday, September 30 th, 2014 (both days inclusive) (d) Dividend Payment Date The Board of Directors has not recommended any dividend for the fi nancial year (e) Listing on Stock Exchanges The Equity shares of the Company as on March 31, 2014 were listed on The Stock Exchange, Mumbai and The Uttar Pradesh Stock Exchange Assn. Ltd., Kanpur. The Company confi rms that it has paid Annual Listing Fees due to the Stock Exchanges for the year (f) Stock Code The Stock Exchange, Mumbai : The Uttar Pradesh Stock Exchange Assn. Ltd., Kanpur : (g) Stock Market Data Market Price Data- Monthly high/low of Company s Equity shares during the fi nancial year on the BSE along with performance in comparison to BSE Sensex is given as under: MONTH RTCL Limited on BSE BSE Sensex High (Rs.) Low (Rs.) High Low April, , , May, , , June, , , July, , , August, , , September, , , October, , , November, , , December, , , January, , , February, , , March, , ,

22 (h) Registrar and Transfer Agents for shares held in Physical as well as Depository mode: Abhipra Capital Limited A-387, Dilkhush Industrial Area, G.T. Karnal Road, Azadpur, Delhi Ph: , Fax: (i) Share Transfer System The Board has delegated the power of share transfer to Shareholders/Investors Grievance Committee. The Committee holds meeting at regular interval to consider all matters concerning transfer and transmission of Shares. (j) Distribution and Shareholding Pattern Distribution of shareholding of Company as on March 31, 2014: Ran of Equity Shares No. of Shareholders % to Total No. of shares % to Total Up to and above Total ,20,01, Shareholding Pattern of the Company as on March 31, 2014 A B Promoter and Promoter Group 1. Indian Promoters 2. Foreign Promoters Category Nos. of Shares held Percentage of Holding Public Shareholding 1. Institutional Investors Mutual Funds & UTI Banks, Financial Institutions, Insurance Companies Central Government/State Government(s) Foreign Institutional Investors 2. Non-Institutional Investors - Bodies Corporate Individuals/ HUFs NRIs Sub Total Sub Total 55,60, Total 1,20,01,

23 TWENTIETH ANNUAL REPORT Shareholding Pattern as on March 31, Indian Promoters 2. Bodies Corporate 3. Individual/HUFs 4. NRI (k) Dematerialization of Securities The Company s Shares are available for trading in the Depository System both at National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identifi cation Number (ISIN) allotted by NSDL and CDSL to RTCL Limited is INE754B Demat Status of Company as on March 31, 2014 is as under: Demat Status of Equity Shares as on 31st March, 2014 (l) Liquidity of Shares The Equity shares of the Company are traded in B Group at the Bombay Stock Exchange. Its shares are also traded in Uttar Pradesh Stock Exchange, Kanpur (m) Outstanding GDRs/ADRs/Warrants or any other Convertible Instrument Company has not issued any GDRs/ ADRs/ Warrants or any other convertible instruments or any issue (public issue, right issue, preferential issue etc.) which likely to have impact on Equity Share Capital of the Company. (n) Name and Designation of Compliance Officer: Mr. Vishal Saxena (Company Secretary) (o) Address for Correspondence The shareholders may address their communications/ suggestions/ grievances/ queries to: Mr. Vishal Saxena (Company Secretary) RTCL Limited 6926, Jaipuria Mills, Clock Tower, Subzi Mandi, Delhi Phone: Fax rgc.secretarial@gmail.com Website: 22

24 MANAGEMENT DISCUSSION AND ANALYSIS REPORT FOR THE YEAR ENDED 31 ST March, 2014 Industry Structure and Development: Real Estate Driven by positive growth in the economy, real estate industry in India is booming. The Company is in continuous process of making a vivacious presence for itself in real estate Industry and has undertaken Projects. Opportunities and Threats The organized retail sector is expected to grow stronger than GDP growth in the next fi ve years driven by changing life styles, strong income growth and favorable demographic pattern. The annual growth of departmental stores has been estimated at faster pace, which is faster than overall retail; and super markets have taken an increased share of general food and grocery trade over the last two decades. However, the players in the organized sector have to face big challenges as they have huge expenses to meet, and yet have to keep prices low enough to be able to compete with the traditional sector. High costs for the organized sector arises from: higher labor costs, social security to employees, high quality real estate, much bigger premises, comfort facilities such as air-conditioning, back-up power supply, taxes etc. Organized retailing also has to cope with the middle class psychology that the bigger and brighter sales outlet is, the more expensive it will be. Segment wise Performance A detailed segment report is prepared and presented at Sr. No. 22 (a) in Notes to Accounts appearing under Notes to Accounts (Signifi cant Accounting Policies and Notes to Accounts) forming part of Balance Sheet. Out-Look The Company has projected a sizeable growth in the organized retail sector, which seems to be achievable in view of the better growth prospects for the retail industry. The primary focus will be centered on consolidating capabilities and building market standing. Over the time, it is the objective to gain a leadership in the organized retail industry. Risks and Concerns Today retailing is not offi cially recognized as an Industry. This may affect fi nancing prospects and hence a negative impact on the growth of the industry. Proposals are underway to open the sector for International Companies also. This will see a further segregation of the international retailing brands and the domestic retailers, thereby injecting much greater dynamism in the market. The big established enterprises in the organized retail sector having their business operations in metros are expanding their roots in the State of Uttar Pradesh as competitors. Internal Control System and their Adequacy The Company has in place adequate internal control system covering all its operations in order to provide reasonable assurance with regard to information and maintenance of proper accounting records, the economy and effi ciency of operations, safeguarding of assets against unauthorized use or losses, and the reliability of fi nancial and operational information. The Internal Control mechanism comprises a well-defi ned organization structure, pre-determined authority levels and clearly defi ned policy guidelines for appropriate delegation of authority. Financial Performance with respect to Operational Performance The Financial performance of the Company has been given separately in the Directors Report. Material Developments in Human Resources / Industrial Relations The Company fi rmly believes that People and People driven Strategies are the pivotal force behind success of its growth. The HR philosophy is communicated to the employees through various group interactions with the Top Management. In order to ensure that its HR philosophy is translated into demonstrated action, the Company has sound, pro-active and progressive HR strategy and practices. 23

25 TWENTIETH ANNUAL REPORT Cautionary Statement Statements in the Management Discussion and Analysis describing the Company s objectives, projections, estimates, expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include, among others, economic conditions affecting demand/supply and price conditions in the domestic market in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors. 24

26 ANNEXURE TO THE REPORT OF THE DIRECTORS CERTIFICATE FROM PRACTICISING COMPANY SECRETARY REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE To the Shareholders of RTCL Limited We have examined the compliance of conditions of Corporate Governance by RTCL Limited, for the year ended on 31 st March, 2014 as stipulated in Clause 49 of the Listing Agreement of the said Company entered into with the Stock Exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance stipulated in the abovementioned Listing Agreement. We state that in respect of investors grievance received during the year ended 31 st March, 2014, no investors grievances are pending against the Company for a period exceeding one month/fi fteen days as per records maintained by the Company which are presented to the Shareholders/Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or effectiveness with which the management has conducted the affairs of the Company. For SUSHIL GUPTA & ASSOCIATES Company Secretaries Sd/- Sushil Kumar Gupta Proprietor Membership No Place: Kanpur Date: 2nd September,

27 TWENTIETH ANNUAL REPORT KUMAR PIYUSH & CO. CHARTERED ACCOUNTANTS INDEPENDENT AUDITORS REPORT To The Members of RTCL Limited Report on the Financial Statements We have audited the accompanying fi nancial statements of RTCL Limited, ( the Company ), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ( the Act ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; b) In the case of the Statement of Profi t and Loss of the loss for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditors Report) Order, 2003 ( the Order ) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order. 26

28 2. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from branches not visited by us]; c) The Balance Sheet, Statement of Profi t and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us]; d) In our opinion, the Balance Sheet, Statement of Profi t and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; f) Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. For Kumar Piyush & Co. Firm Registration No.: N Chartered Accountants Sd/- VIRENDRA KUMAR GOEL, PARTNER Membership Number: Place: New Delhi Date: May 30 th,

29 TWENTIETH ANNUAL REPORT ANNEXURE REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS CONTAINED IN INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014 (i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets. (b) We have been informed that the fi xed assets of the company are physically verifi ed by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifi cation. (c) During the year, the company has not disposed off substantial part fi xed assets. Accordingly this has not affected the going concern assumption. (ii) (a) The inventory of the company has been physically verifi ed during the year by the management, in our opinion, the frequency of verifi cation is reasonable. (b) In our opinion, the procedures of physical verifi cation of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verifi cation. (iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable. (e) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, The amount involved in the transactions was Rs. 925,000/-. (f) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company. (g) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount. (iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. (v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section. b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable. 28

30 (vii) The company does not have internal audit system commensurate with the size and nature of its business. (viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable. (ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities. (b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. (c) According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet. (x) The company does not have accumulated losses at the end of the fi nancial year. The company has not incurred cash losses during the fi nancial year covered by the audit and in the immediately preceding fi nancial year. (xi) According to the records of the company, it has not defaulted in repayment of its dues to any fi nancial institution or bank during the year, further, the company has not issued any debentures. (xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of paragraph 4(xii) of CARO are not applicable. (xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefi t Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable. (xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act. (xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or fi nancial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable. (xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable. (xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment and no funds raised on long-term basis have been used for short-term investment. (xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of The Companies Act, Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable. 29

31 TWENTIETH ANNUAL REPORT (xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable. (xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable. (xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. For Kumar Piyush & Co. Firm Registration No.: N Chartered Accountants Sd/- VIRENDRA KUMAR GOEL, PARTNER Membership Number: Place: New Delhi Date: May 30 th,

32 BALANCE SHEET AS AT MARCH 31ST, 2014 PARTICULARS Note No. As At I. EQUITY AND LIABILITIES (1) Shareholder s Funds As At (a) Share Capital 1A 120,011, ,011, (b) Reserves and Surplus 2 59,135, ,674, (2) Non-current liabilities (a) Long - term borrowings 3 49,434, , (b) Long - term provisions 4 1,162, ,018, (3) Current liabilities (a) Short - term borrowings 5 1,761, ,590, (b) Trade payables 6 3,629, ,214, (c) Other current liabilities 7 3,284, ,382, (d) Short - term provisions 8 20,202, ,203, ,622, ,021, II. ASSETS (1) Non-current assets Fixed Assets (a) Tangible assets 9 19,919, ,241, (b) Non - current investments 10 98,420, ,856, (c) Deferred tax assets (net) , , (d) Long - term loans & advances 12 39,583, ,150, (2) Current assets (a) Inventories 13 29,937, ,026, (b) Trade receivables 14 20,019, ,639, (c) Cash and cash equivalents 15 11,038, ,176, (d) Short - term loans & advances 16 39,439, ,708, TOTAL 258,622, ,021, SIGNIFICANT ACCOUNTING POLICIES 1 The Accompanying notes to accounts are integral part of Financial Statements As per our report of even date attached For Kumar Piyush & Co. Firm Registration No.: N Chartered Accountants Sd/- (Sunil Tandon) Director DIN Sd/- Sd/- Sd/- Virendra Kumar Goel Partner Membership Number: Place: New Delhi Date: May 30th, 2014 (Vishal Saxena) Company Secretary DIN: (Ajay Kumar Jain) Director DIN:

33 TWENTIETH ANNUAL REPORT PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31ST, 2014 PARTICULARS Note No. Year Ended INCOME Year Ended Revenue from operations 17 21,330, ,082, Other Income 18 9,137, ,957, Total Revenue 30,468, ,040, EXPENSES Purchase - Buiding under Progress/Real Estate-Chunni Ganj 15,853, ,270, Purchase - Buiding under Progress/Real Estate-Diamond Tower 7,622, Purchase - Buiding under Progress/Real Estate-LKW Property - 900, Purchase - Addition-Flat at Aloha 879, Change in inventory 19 (6,910,927.30) 26,460, Employee benefi t expenses 20 1,982, ,423, Financial Expenses 4,400, ,199, Depreciation 9 1,624, ,877, Other expenses 21 2,709, ,486, Total Expenses 28,161, ,618, Profit before exceptional and extraordinary items and tax 2,306, ,422, Extra Ordinary Items (176,713.47) 8,464, Profit Before Tax 2,130, ,886, Tax Expenses Tax Adjustments for Earlier Years - (402,295.80) Income Tax for the Year (696,804.00) (17,271,847.09) Provision for Wealth Tax (15,545.00) (23,100.00) Deferred Tax Asset 43, , Profit for the Year 1,461, ,274, Weighted Average Number of Equity Shares 12,001,170 12,001,170 Basic/Diluted Earning Per Share SIGNIFICANT ACCOUNTING POLICIES 1 The Accompanying notes to accounts are integral part of Financial Statements As per our report of even date attached. For Kumar Piyush & Co. Firm Registration No.: N Chartered Accountants Sd/- (Sunil Tandon) Director DIN Sd/- Virendra Kumar Goel Partner Membership Number: Place: New Delhi Date: May 30th, 2014 Sd/- (Vishal Saxena) Company Secretary DIN: Sd/- (Ajay Kumar Jain) Director DIN:

34 NOTES TO ACCOUNTS AS AT MARCH 31, 2014 NOTE-1 SIGNIFICANT ACCOUNTING POLICIES 1. NATURE OF OPERATION RTCL Limited (The Company ) is mainly engaged in Real Estate including renting activities. 2. SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation Financial statements are prepared under the historical cost convention in consonance and accordance with applicable accounting standards, accepted accounting principles and relevant presentational requirements of The Companies Act, Company follows accrual basis of accounting in accordance with the provisions of The companies Act, (b) Fixed Assets Fixed assets are recorded at cost. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Physical verifi cation of the assets is carried out once in three years. (c) Depreciation Depreciation on Fixed Assets has been provided on written down method at rates and method as per Income-tax Rules, No depreciation is charged on fi xed assets sold during the year. (d) Investments Current investments are valued at the lower of cost and fair value and long-term investments are stated at cost in accordance with Accounting Standard 13 on Accounting for Investments issued by the Institute of Chartered Accountants of India. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. (e) Inventories Inventory of Land and Building and trading goods is valued at lower of cost and net realizable value. Cost of Land and Building includes acquisition cost of land and cost of super structure built thereupon. Cost of trading goods includes acquisition cost, taxes, duties and freight. Cost is computed on FIFO basis of costing. (f) Preliminary Expenses and Share Issue Expenses Preliminary expenses and Share issue expenses are to be written off in ten years in equal installment from the year in which commercial production commences. (g) Retirement Benefits Gratuity Provision of Gratuity is created for employees who have completed continuous fi ve years of services at the rate of 15 days salary for every completed year of service based on the salary drawn during the last month of the fi nancial year. Leave Encashment Unused leave are paid to the employees at the end of year and are not accumulated. Provident Fund Company s contribution to provident fund is charged to profi t and loss account. (h) Impairment of Assets If the carrying amount of fi xed assets exceeds the recoverable amount on the reporting date, the carrying amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of the net selling price and the value in use determined by the present value of estimated future cash fl ow. (i) Accounting for Taxes on Income Provision for current Income tax is made after taking in to consideration the benefi ts admissible under the provisions of the Income Tax Act,

35 TWENTIETH ANNUAL REPORT Deferred tax is recognized, on timing differences, being the difference between taxable and accounting income that originates in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized if there is virtual certainty that there will be suffi cient future taxable income available to realize such losses. (j) Foreign Currency Transactions Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying the exchange rate between the reporting currency and the foreign currency to the foreign currency amount at the date of the transaction. Conversion Foreign currency monetary items are reported using the closing rate. Gains and losses, if any, at the year-end in respect of monetary assets and monetary liabilities not covered by the forward contracts are recognized in the profi t and loss account. Exchange Difference Exchange difference arising on the settlement of monetary items at rate different from those at which they were initially recorded during the year, are recognized as income or as expense in the year in which they arise. (k) Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefi ts will fl ow to the company and the revenue can be reliably measured. Sale of Goods: Sales are recognized net of sales tax charged, and rebates/discounts allowed to customers. Sale of Services: Revenue from services is recognized on completion of services. Interest: Interest on fi xed deposits is recognized on accrual basis on a time proportion basis taking in to account the amount outstanding and the rate applicable. Dividend: Revenue is recognized when the right to receive the income is established. Sale of Flats: Sale of fl at purchased from other developers is recognized on execution of transfer deed in favour of the buyer. Real Estate Development Project: Revenue from each Real Estate Development Project is recognized: (i) On the basis of Percentage Completion Method (ii) The percentage completion method is applied on a cumulative basis in each accounting period to the current estimates of contract revenue and contract costs (iii) When the stage of completion of each project reaches a signifi cant level, which is estimated to be at least 25% of the total estimated cost of project (iv) When no signifi cant uncertainty exists regarding the amount of the consideration from sale, which is estimated on collection of at least 25% of sale consideration. Rent: Revenue is recognized on an accrual basis in accordance with the terms of the relevant agreement. (l) Use of Estimates The preparation of fi nancial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of fi nancial statements and the reported amount of revenues and expenses during 34

36 the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/materialized. (m) Earnings per Share The basic earnings per share are computed by dividing the net profi t or loss attributable the equity shareholders for the period by the weighted average number of equity shares outstanding during the reporting period. The number of shares used in computing diluted earning per share comprises the weighted average number of shares considered for deriving basic earning per share and also the weighted average number of equity shares, which may be issued on the conversion of all dilutive potential shares, unless the results would be anti dilutive. As per our report of even date attached Sd/- Virendra Kumar Goel Partner Membership Number: Place: New Delhi Date: May 30th, 2014 Sd/- Sd/- For Kumar Piyush & Co. (Sunil Tandon) (Ajay Kumar Jain) Firm Registration No.: N Director Director Chartered Accountants DIN DIN: Sd/- (Vishal Saxena) Company Secretary DIN:

37 TWENTIETH ANNUAL REPORT NOTES TO ACCOUNTS AS AT MARCH 31ST, 2014 PARTICULARS As At As At A - Share Capital AUTHORISED 15,000,000 (15,000,000) Equity Shares of Rs. 10/- each 150,000, ,000, ISSUED, SUBSCRIBED AND PAID UP 12,001,170 (12,001,170) Equity Shares of Rs. 10/- each fully paid up 120,011, ,011, ,011, ,011, (a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period As At As At Equity Shares No. No. At the beginning of the year 12,001, ,011, ,001, ,011, Issued during the year Outstanding at the end of the year 12,001, ,011, ,001, ,011, (b) Shares held by holding/ultimate holding and/or their subsdiairies/associates As At As At No. % Holding No. % Holding Raghunath Holdings and Finlease Private Limited 4,437, ,437, ,437, ,437, (c) Details of shareholders holding more than 5% in the company As At As At Nos. % Holding Nos. % Holding Raghunath Holdings and Finlease Private Limited 4,437, ,437, ,437, ,437, Reserves and Surplus PARTICULARS As At General Reserve 36 As At Balance as per last Balance Sheet 6,118, Add : Transferred from Profi t and Loss Account 3,000, Add: Effect of Prior Period Rent/Interest Income taken in 3,118, ,118, ,118, Surplus in statement of Profit and Loss Balance brought forward from previous year 51,556, ,282, Add: Profi t for the year 1,461, ,274, Less: Transferred to General Reserve (3,000,000.00) Net Surplus 53,017, ,556, Total Reserves & Surplus 59,135, ,674,852.44

38 As At As At PARTICULARS Long-term borrowings Mandakini Motels Private Limited 925, , State Bank of India M.G. Marg,Kanpur 1,227, State Bank of India Swaroop Nagar,Kanpur 47,282, Total Long Term Borrowings 49,434, , Long-term provisions Gratuity 1,162, ,018, ,162, ,018, Short-term borrowings Loan against Hypothecation of Vehicles: HDFC Bank Limited - Vehicles Loan 850, Kotak Mahindra Primus Limited-Vehicle Loan 911, Overdraft facility from HDFC Bank, is secured against FDRs: HDFC Bank Limited 7,590,518,43 1,761, ,590, Trade payables Trade Payable for Goods 9, ,049, Trade Payable for Expenses 324, , Trade Payable for Construction 3,295, ,629, ,214, Other current liabilities Advances from Customers (Real Estate) 2,750, ,050, Security Deposit from Tenants 96, , Expenses Payable 438,694,00 236, ,284, ,382, Short-term provisions Income Tax for Assessment Year , , Income Tax for Assessment Year , , Income Tax for Assessment Year ,271, ,271, Income Tax for Assessment Year , Wealth Tax for Assessment Year , Wealth Tax for Assessment Year , TDS Payable 63, , VAT Payble 274, Service Tax Payable 440, , Employees Provident Fund 28, , Employees State Insurance 3, , Bonus 138, , ,202, ,203,

39 TWENTIETH ANNUAL REPORT Fixed Assets Particulars Rate of Depreciation Value at the Beginning Addition during the year GROSS BLOCK DEPRECIATION NET BLOCK Deletion during the year Value at the End Value at the Beginning Addition during the year Adjustments During the year Value at the End WDV as on WDV as on Tangible Assets Land and Site Development 0.00% 2,318, ,318, ,318, ,318, Office Building 10.00% 1,806, ,806, ,295, ,295, , , Factory Building 10.00% 17,906, ,906, ,877, ,877, ,028, ,028, Electric Installation (Factory) 10.00% 1,844, ,844, ,740, ,740, , , Plant and Machinery 15.00% 4,265, ,265, , , ,914, Generator & Concreate Pump 15.00% 1,925, ,925, , , , ,207, ,261, Furniture and Fixtures 10.00% 1,904, ,904, ,160, ,160, , , Office Equipment 10.00% 3,263, , ,280, ,478, , ,480, , , Computers 60.00% 3,239, ,239, ,916, , ,115, , , Vehicles 15.00% 10,293, ,415, (1,665,186.00) 11,044, ,626, ,019, (1,269,592.00) 5,376, ,667, ,667, Tenancy Rights 0.00% 1,500, ,500, ,500, ,500, Total 46,001, ,697, (1,665,186.00) 51,034, ,759, ,624, (1,269,592.00) 31,114, ,919, ,241, Previous year 54,892, ,916, (10,806,957.92) 46,001, ,879, ,877, (4,996,882.24) 30,759, ,241, ,012,

40 As At As At PARTICULARS Non-current investments Investment in Equity Instrument At Cost, Unquoted and Fully paid up Equity Shares (Long Term, Trade, Fully Paid, Unquoted and valued at Cost) 7,146, 000 (7,146,000) Equity Shares of Rs. 1/- each in Raghunath Builders Private Limited 7,146, ,146, ,936,870 (5,936,870) Equity Shares of Re. 1/- each in Sir Bio Tech India Limited 34,247, ,247, ,300,000 (9,300,000) Equity Shares of Rs.1/- each in P. J. Softwares Limited 9,300, ,300, ,000 (460,000) Shares in Mandakini Motels Private Limited 4,600, ,600, ,000 (98,000) Equity Shares Re. 1/- each in Trendy Buildcom Private Limited 4,900, ,900, ,100,000 (1,100,000) Equity Shares Re. 1/- each in Vinayak Shree Real Estate Private Limited 1,320, ,320, ,600 (181,600) Equity Shares Re. 1/- each in Eternity Townships Private Limited 3,999, ,999, ,100 (108,100) Equity Shares Re. 1/- each in Mangalam Infra Projects Private Limited 1,081, ,081, ,700 (226,700) Equity Shares Re. 1/- each in Nine Square Farm House Private Limited 1,133, ,133, ,550 (27,550) Equity Shares Re. 1/- Sunshine Realty Private Limited 798, , ,450 (176,000) Equity Shares Re. 1/- Lotus Infra Projects Private Limited 24,194, ,696, (Nil) Equity Shares Re. 1/- Shreesri Buildtech Private Limited 5,699, Share Application Money - 3,633, ,420, ,856, Aggregate Book value of unquoted investments 98,420, ,222, Deferred tax assets (net) (a) Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws. (b) Break up of deferred tax assets/liabilities and reconciliation of current year tax charge is as follows: Deferred Tax Asset Opening Balance 220, , Arising out of timing difference Tax impact of expenses charged in the fi nancial statements but 43, , allowable as deductions in future years under income tax (A) 263, , Deferred Tax Liability Opening Balance Arising out of timing difference Tax impact of differences between carrying amount of fi xed assets in the fi nancial statements and the income tax (B) Net Deferred Tax Liabilty (A-B) 220, ,

41 TWENTIETH ANNUAL REPORT As At As At PARTICULARS Long-term loans & advances Unsecured & Considered Good Advances Recoverable in Cash or in Kind or for Value to be Received 149, , Security Deposit 6, , Stock-invest Recoverable 384, , Loans Given 15,857, ,460, Advance for purchase of Land and Building 20,236, ,989, Advance to Parties for Construction Related Activities 2,494, , Advance to Parties against Capital Goods 455, ,583, ,150, Inventories (As valued and certified by the management) Land and Building 29,937, ,026, ,937, ,026, Trade receivables Outstanding for more than 6 months 1,737, , Outstanding for less than 6 months 18,281, ,410, ,019, ,639, Cash and cash equivalents Cash at Kanpur Offi ce 1,228, , Cash at Delhi/Goa Offi ce 991, , Balance With Scheduled Banks in: Current Accounts 1,185, , Public Issue Refund Payable Account 3, , Fixed Deposit Accounts 7,629, ,461, ,038, ,176, Short -term loans & advances Advance Tax (Including TDS) 20,558, ,848, Advances for Purchase of Shares 18,850, ,850, Prepaid Expenses 30, , ,439, ,708,

42 As At As At PARTICULARS Revenue from operations Sales Property at Lucknow 76,000, Sales-Shop 756, Sales Flat at 15/82 83, Civil Lines Kanpur 5,300, Contract Revenue Received (Chunni Ganj Project) 20,574, ,082, ,330, ,382, Other Income Interest received 2,753, ,730, Rent 1,884, ,696, Commission Received 4,500, Credit Balances Written Back 27, Insurance Claim Received 504, Miscellaneous Receipt(s.) ,137, ,957, Change in inventory Opening Stock: Land and Building 23,026, ,487, ,026, ,487, Closing Stock: Land and Building 29,937, ,026, ,937, ,026, INCREASE/(DECREASE) IN INVENTORY 6,910,927.30) (26,460,340.10) 20 Employee benefit expenses Salary, Wages and Bonus 1,651, ,991, Contribution to Provident Fund 82, , Contribution to Employees State Insurance Fund 28, , Gratuity 143, , Staff Welfare Expenses 74, , ,982, ,423,

43 TWENTIETH ANNUAL REPORT As At As At PARTICULARS Other expenses Insurance 75, , Books and Periodicals Rent 504, , Rates and Taxes 24, , Watch & Wards Exp , Generator Running and Electricity Expenses 60, , Compensation Paid - 4,000, Legal and Professional Charges 283, , EPF & ESIC Demand - 4, Advertisement and Publicity 161, , Postage and Telephone 210, , Travelling and Conveyance 146, , Printing, Stationery and Computer Maintenance 189, , Auditors' Remuneration 500, , Inspection Charges 20, Brokerage and Commission - 3,040, Internet Service Charges 4, , Interest paid on Delayed Payment of TDS Interest paid on Delayed Payment of Service Tax 1, Loan Processing Fee 332, Listing Fees 72, , Debit Balances, being not recoverable, written off - 44, Advances-Construction Parties, Written Off - 650, Balances Written Off , Service Tax Demand 3, , Penalty paid for late fee for Sales Tax Compounding - 9, Repairs and Maintenance (Others) 73, , Vehicles Running and Maintenance 26, Membership and Subscription 16, , ,709, ,486,

44 22 Segment Reporting as at March 31, 2014 (a) Pursuant To Accounting Standard 17 on Segment Reporting issued by the Institute of Chartered Accountants of India, Retailing, Agency and Real Estate are considered three business segments whereas other remaining activities are considered as un allocable segment. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifi able to each of the segment. The expenses, which are not directly relatable to the business segment, are shown as unallocated cost Assets and Liabilities, which cannot be allocated between the segments, are shown as unallocated assets and liabilities respectively. Particulars Trading/Agency Departmental Store Real Estate Developers Unallocable Total Sales/Receipts 4,500,000 23,215,676 84,778,916 2,753, ,261, ,468,759 95,040,426 Less: Inter Segment Revenue Total Revenue 4,500,000 23,215,676 84,778,916 2,753,084 10,261,510 30,468,759 95,040,426 Segment Results Before Interest, Extraordinary Items and Tax 4,500,000 5,770,551 54,147,883 (3,563,244) (6,526,204) 6,707,307 47,621,680 Less: Interest (4,400,364) (3,199,469) (4,400,364) (3,199,469) Profi t/(loss) Before Extraordinary Items and Tax 4,500,000 5,770,551 54,147,883 (7,963,608) (9,725,673) 2,306,943 44,422,210 Extra Ordinary Items (176,713) 8,464,475 (176,713) 8,464,475 Profit Before Tax 4,500,000 5,770,551 54,147,883 (8,140,321) (1,261,198) 2,130,230 52,886,685 Current Tax (712,349) (17,697,243) (712,349) (17,697,243) Deferred Tax 43,161 84,872 43,161 84,872 Profit After Tax 4,500,000 5,770,551 54,147,883 (8,809,509) (18,873,569) 1,461,042 35,274,314 Segment Assets 73,143,321 30,938, ,600, ,862, ,744, ,800,419 Segment Liabilities 6,151,511 5,195,620 73,323,526 29,139,018 79,475,037 34,334,637 Total Cost to Acquire the Segment Assets 6,697,631 1,916,650 6,697,631 1,916,650 Segment Depreciaiton 1,624,278 1,877,074 1,624,278 1,877,074 Non Cash Expenses Other Than Depreciation 438, , , ,726 43

45 TWENTIETH ANNUAL REPORT Public Issue Account of Rs. 3,500/- ( Rs. 3,500/-) is subject to reconciliation and confi rmation. 24. Company had given an advance of Rs. 289,930/- ( Rs. 289,930/-) during the fi nancial year to Kanpur Nagar Mahapalika for conversion of leasehold land into freehold land. However, the said effect has not yet been given. 25. There were no Micro and Small enterprises to whom amounts are outstanding for more than 45 days, as at March 31, 2014 (Previous Year Rs. Nil). As at March 31, 2013, no supplier has intimated the company about its status as Micro and Small enterprises or its registration with the appropriate authority under The Micro, Small and Medium Enterprises Development Act, Confi rmation from Debtors, Creditors and advances to and from various parties were not received and their balances are shown as appearing in the accounts. 27. During the year, there were no expenditure and/ or earnings in foreign exchange. 28. The Company has provided Corporate Guarantee and given an additional collateral security by way of equitable mortgage of its Property bearing Survey Number 46/3 area admeasuring 10,379 Square Meter (Approximately) and Survey Number 46/4C area admeasuring 2,482 Square Meter (Approximately) both situated at Cuelim Village, Village Panchayat Cansaulim Arrosim, Taluka and Sub District Marmugao, Goa, in connection to the credit facility sanctioned to Sir Bio Tech India Limited, in the form of Import LC (usance period upto 180 days) from Bank of Baroda, Panjim Branch, Goa, vide sanction letter bearing reference number PAN/ADV/2014 dated May 17, Earnings Per Share Net Profi t After Tax 1,461, Weighted average no of shares outstanding 12,001,170 (Equity shares of Rs 10 each) Basis/Diluted Earnings per share 0.12 The Company does not have any outstanding dilutive potential equity share. Consequently, the basic and diluted earnings per share remain the same. 30. Related Party Disclosures (a) Following are related parties: 1. Key Management Personnel Mr. Ajay Kumar Jain, Director 2. Individual and their relatives having significant influence over the company Mr. Om Prakash Agrawal Mr. Jai Prakash Agrawal Mr. Sri Prakash Agrawal Smt. Geeta Agrawal Smt. Ranjana Agrawal Mrs. Alka Dalmia Mr. Yuvraj Dalmia Mr. Pulkit Dalmia 44

46 3. Enterprises over which persons mentioned in paragraph number (2) above exercise significant influence (b) Related Party Transactions Transactions Key Management Personnel P.J. Softwares Private Limited Raghunath Builders Private Limited Sir Bio Tech India Limited Raghunath International Limited Shreesri Buildtech Private Limited Raghunath Holdings and Finlease Private Limited Eternity Townships Private Limited RPA Build Estate Private Limited Sun Flower Durabuild Private Limited New Wave Dwellers Private Limited Everbright Infra Developers Private Limited Trendy Buildcon Private Limited Mandakini Motels Private Limited Elite Creations Private Limited Jai Nest Build Private Limited Individual and their relatives having significant influence over the company and persons controlled by them Enterprises that control or are controlled by the Company, its Directors and persons having significant influence over the Company Salary and Perquisites 351, , Interest Earned ,402 3,814,227 Interest Paid Rental Paid , , Rental Received , , Loan Received Back ,306,000 Expenses , Contract Money Received ,053, Remuneration to Auditors Description Audit Fee 400, ,000 Tax Audit Fee 100, ,000 Other Matters 250,000 Service Tax 61,800 92,700 Total 561, ,700 45

47 TWENTIETH ANNUAL REPORT Note nos.1 to 31 forms an integral part of the Balance Sheet and Profi t and Loss Account and have been duly authenticated. Sd/- Virendra Kumar Goel Partner Membership Number: Place: New Delhi Date: May 30th, 2014 Sd/- Sd/- For Kumar Piyush & Co. (Sunil Tandon) (Ajay Kumar Jain) Firm Registration No.: N Director Director Chartered Accountants DIN DIN: Sd/- (Vishal Saxena) Company Secretary DIN:

48 CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014 S. No. PARTICULARS A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax and Extraordinary Items 2,306, ,422, Adjustments for : Depreciation 1,624, ,877, Preliminary, Deferred and Issue Expenses Written Off Deferred Tax Provision (43,161.00) (84,872.00) Interest and Other Income (9,137,759.83) (11,957,769.89) Interest Paid 4,400, ,199, Prior Period Expenditure net of income (176,713.47) 11,582, Operating Profit Before Working Capital Changes (1,026,049.57) 49,038, Adjustments for: Trade and Other Receivables 61,543, (22,129,455.17) Inventories 6,910, (26,460,340.10) Trade Payments 2,460, (50,419,503.91) Cash Generated from Operations (67,020,375.49) 47,209, Interest Paid (4,400,363.60) (3,199,469.14) Direct Taxes Paid (669,188.00) (17,612,370.89) CASH FLOW BEFORE EXTRAORDINARY ITEMS (72,089,927.09) 26,397, Net Cash from Operating Activities (72,089,927.09) 26,397, B. CASH FROM INVESTING ACTIVITIES Purchase of Fixed Assets 6,697, ,916, Sale of Fixed Assets (395,594.00) (5,810,075.68) Purchase of Investments 11,564, ,226, Interest and Other Income (9,137,759.83) (11,957,769.89) Net Cash from Investing Activities 8,728, (1,625,188.57) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Issue of Share Capital Proceeds from Long Term Borrowings 48,509, Proceeds from Other Borrowings (5,829,328.43) (42,150,446.68) Public Issue and Other Expenses Net Cash from Financing Activities 42,680, (42,150,446.68) D. NET INCREASE IN CASH AND CASH EQUIVALENTS (38,138,256.67) (14,128,002.53) Cash and Cash Equivalents at the beginning of the year 49,176, ,304, Cash and Cash Equivalents at the end of the year 11,038, ,176, As per our report of even date attached Sd/- Sd/- For Kumar Piyush & Co. (Sunil Tandon) (Ajay Kumar Jain) Firm Registration No.: N Director Director Chartered Accountants DIN DIN: Sd/- Sd/- Virendra Kumar Goel Partner Membership Number: Place: New Delhi Date: May 30th, 2014 (Vishal Saxena) Company Secretary DIN:

49 TWENTIETH ANNUAL REPORT AUDITORS CERTIFICATE We have examined the above cash fl ow statement of RTCL Limited for the year ended March 31, 2014 and March 31, The Statement has been prepared by the Company in accordance with the requirement of listing agreement Clause 32 with Stock Exchanges and is based on and in agreement with corresponding Profi t and Loss Account and Balance Sheet of the Company covered by our report of even date to the members of the Company. For Kumar Piyush & Co. Firm Registration No.: N Chartered Accountant Sd/- VIRENDRA KUMAR GOEL Partner Membership Number: Place: New Delhi Date: May 30 th,

50 Regd. Offi ce: Mandhana Bithoor Road, Village-Chaudharipur, P.O. Bithoor, Kanpur PROXY FORM DP Id.* No. of Shares Client Id.* Master Folio No. I/We...of......being a Member/Members of the above named Company hereby appoint... of.or failling him/her Shri......of...as my/our as my/our Proxy to attend and vote for me/us on my/our behalf at the Eighteenth Annual General Meeting of the Members of the Company to be held on Friday, the 30th September, 2014 at its Registered Offi ce at Mandhana Bithoor Road, Village-Chaudharipur, Bithoor, Kanpur at 11:00 A.M. and any adjournment thereof. AS WITNESS my/our hand(s) this...day of Signature... Affi x Revenue... *Applicable for Investors holding shares in electronic form. Stamp Note: The proxy must be deposited at the Registered Offi ce of the company not less than 48 hours before the time fi xed for holding the meeting..(cut Here)... Regd. Offi ce: Mandhana Bithoor Road, Village-Chaudharipur, P.O.- Bithoor, Kanpur ATTENDANCE SLIP DP Id.* No. of Shares Client Id.* Master Folio No. I/We hereby record my/our presence at the Eighteenth Annual General Meeting of the members of the Company held on Friday the 30th September, 2014 at its Registered Offi ce at Mandhana Bithoor Road, Village-Chaudharipur, P.O. Bithoor, Kanpur at 11:00 A.M. Full Name(s) of Member(s) Full name of attending member/proxy *applicable for Investors holding shares in electronic form. Signature of Member/Proxy (To be done at the Entry Point) NOTE: Please fi ll in block letters, except signature. Please bring your copy of the Annual Report in the Meeting. 49