To The Members,
1. BACKGROUND
Real Touch Finance Limited ("Company" or "RTFL") is
a subsidiary of Ultraplus Housing Private Limited and is a Non-Banking Financial Company
("NBFC"), holding a Certificate of Registration dated September 5, 1999 from the
Reserve Bank of India ("RBI").
The Company is having its registered office in Kolkata and has various
branch offices in the state of Tamil Nadu, viz., Chennai, Kancheepuram, Thiruvallur,
Villupuram, Arani, Vandavasi, Chengalpattu, Thiruvannamalai and Tindivanam
2. FINANCIAL RESULTS
2.1 Standalone Results
The performance of the Company for the Financial Year ended 31st
March 2024, on a Standalone basis is, summarized below:
| Particulars |
2023-24 |
2022-23 |
| Revenue from Operations |
1888.27 |
1039.38 |
| Profit Before Interest and Depreciation and Provisions and
Contingencies |
466.64 |
418.048 |
| Finance Cost |
936.02 |
440.59 |
| Depreciation and Amortization |
26.13 |
6.34 |
| Provisions and Contingencies |
47.77 |
38.56 |
| Profit Before Tax |
392.74 |
373.06 |
| Tax Expense |
129.44 |
111.09 |
| Profit After tax |
263.30 |
261.97 |
| Other Comprehensive Income |
|
|
| Items that will not be reclassified subsequently to profit or
loss |
0.07 |
11.58 |
| Transfer to Statutory Reserve as per RBI Guidelines |
52.67 |
54.71 |
| Proposed Dividend on Equity Shares |
NIL |
NIL |
2.1.1 Company's Performance
Gross Income increased by 81% and stood at Rs. 18,73,59,345.36 as
compared to previous year (FY 2022-23: Rs. 10,34,77,620.84). The Company s Profit Before
Tax was Rs. 3,92,74,124.19 (FY 2022-23: Rs. 3,73,14,303.94) and the Profit After Tax
increased by about 0.48% to Rs. 2,63,31,252.30 as against of previous year
3. SHARE CAPITAL AND DEBENTURES
The Issued, Subscribed and Paid-up Share Capital of the Company as on
March 31, 2024 was Rs. 12,69,26,900 consisting of 1,26,92,690 equity shares of Rs. 10/-
each. During the Financial Year 2023-24, the company has issued 2430, 9% redeemable
non-convertible debentures of Rs. 10,000/- each unlisted unsecured Non-convertible
Debentures in the nature of Subordinated Debt (NCDs) on private placement basis.
There were no changes in the Authorized, issued, subscribed, and
paid-up share capital of the Company during the year. Further it is hereby confirmed that,
the Company has not:
i) issued any shares, warrants, debentures, bonds, or any other
convertible or non-convertible securities. ii) issued equity shares with differential
rights as to dividend, voting or otherwise iii) issued any sweat equity shares to its
directors or employees iv) made any change in voting rights v) reduced its share capital
or bought back shares vi) changed the capital structure resulting from restructuring v)
failed to implement any corporate action
The Company s securities were not suspended for trading during the
year.
4. DIVIDEND
In order to conserve resources, the Board does not recommend payment of
any Dividend on the Equity Shares for FY 2023-24.
5. TRANSFER TO RESERVES
As required under Section 45IC of the Reserve Bank of India Act, 1934,
20% of the profits are required to be transferred to a Special Reserve Account.
Accordingly, an amount of Rs. 52,67,533.68 (FY 2022-23: Rs. 54,609.00), has been
transferred to the said Reserve.
6. CAPITAL ADEQUACY
The company s capital adequacy ratio was at 21.54%as on 31st
March, 2024 as against the statutory minimum capital adequacy ratio of 15% prescribed by
RBI.
7. SUBSIDIARIES
The Company is a Subsidiary of M/s. Ultraplus Housing Estate Private
Limited ("Ultraplus"), who holds 54.12% in the Company. However the Company does
not have any subsidiaries.
8. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial
position of the Company which have occurred during the financial year and from the end of
the financial year till the date of this Report.
9. CHANGE IN THE NATURE BUSINESS
During the year under review, there was no change in the nature of the
Company s business.
10. DIRECTORS AND KMP
The Company has received necessary declarations from each Independent
Director under Section 149 (7) of the Companies Act, 2013 confirming that he meets the
criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015.
Ms. Priyanka Singh, Company Secretary and Compliance officer of the
company has resigned from the company due to personal reasons with effect from 28th
December, 2023.
Mr. Arindam Laha, Chief Financial Officer of the company has been
resigned from his position due to personal reason with effect from December 28, 2023.
Mr. Manoj Kumar Jena has been appointed as a company secretary and
Compliance Officer of the Company with effect from 28th December, 2023.
Mr. Angalappan Anandakumar has been appointed as a Chief Financial
Officer of the company with effect from December 28, 2023.
Mrs. Padmini Ceruseri Srikanth was appointed as Non-Executive
additional director of the company with effect from February 14, 2024 and subsequently her
appointment was regularized through postal ballot held on 08th April 2024.
Mr. Ratnesh Kumar Agrawal was appointed as Non-Executive additional
director (Independent Category) of the company with effect from February 14, 2024 and
subsequent his appointment was regularized through postal ballot held on 08th
April 2024.
Mrs. Sweta Ghorawat, Non-Executive Women Director was resigned from the
directorship of the company due to completion of her tenure with effect from February 14,
2024
Pursuant to provisions of Section 203 of the Companies Act, 2013, the
Key Managerial Personnel of the Company are Mr. Sridharan, Whole Time Director, Mr.
Angalappan Anandakumar Chief Financial Officer and Mr. Manoj Kumar jena, Company Secretary
11. DECLARATION FROM INDEPENDENT DIRECTORS
All the independent directors (IDs) have submitted their declaration of
independence, as required pursuant to section 149(7) of the Act, confirming that they meet
the criteria of independence as provided in section 149(6) of the Act. In the opinion of
the board, the IDs fulfill the conditions specified in the Act and the rules made there
under for appointment as IDs including integrity, expertise and experience and confirm
that they are independent of the management. All the IDs of the company have registered
their names with the data bank of IDs
12. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has carried out an annual evaluation of its own performance and of the
individual Directors as well as an evaluation of the working of all the Committees of the
Board. The Board of Directors was assisted by the NRC. The performance evaluation was
carried out by seeking inputs from all the Directors / Members of the Committees, as the
case may be.
The Board of the Company followed the criteria as specified in the
Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India
("SEBI") for evaluating the performance of the Board as a whole, Committees of
the Board, Individual Directors and the Chairman. The criteria for evaluation of the Board
as a whole, inter alia, covered parameters such as Structure of the Board, Meetings of the
Board, Functions of the Board and Board & Management. The criteria for evaluation of
Individual Directors covered parameters such as knowledge and competency, fulfillment of
functions, ability to function as a team, etc. The criteria for evaluation of the Board
Committees covered areas related to mandate and composition, effectiveness of the
Committee, structure of the Committee and meetings, etc.
The feedback of the Independent Directors on their review of the
performance of Non-Independent Directors and the Board as a whole, the performance of the
Chairman of the Company and the assessment of the quality, quantity and timeliness of flow
of information between the Company, the Management and the Board which was taken into
consideration by the Board in carrying out the performance evaluation.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on 22nd
May, 2023 without the presence of Non-Independent Directors and members of Management. In
accordance with the provisions under Section 149 and Schedule-IV of the Act, following
matters were, inter alia, reviewed and discussed in the meeting:
i)Performance of Non-Independent Directors and the Board of Directors
as a whole; ii) Performance of the Chairman of the Company taking into consideration the
views of Executive and Non-Executive Directors; iii) Assessment of the quality, quantity
and timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties
All the Independent Directors were present at the meeting.
13. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE
COMPANY
The Nomination and Remuneration Committee ("NRC") develops
the competency requirements of the Board based on the industry and the strategy of the
Company, conducts a gap analysis and recommends the reconstitution of the Board, as and
when required. It also recommends to the Board, the appointment of Directors having good
personal and professional reputation and conducts reference checks and due diligence of
all Directors before recommending them to the Board. Besides the above, the NRC ensures
that the new Directors are familiarized with the operations of the Company and endeavors
to provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Act and the
SEBI Listing Regulations, the Board of Directors has adopted a Policy on Board Diversity
and Director Attributes and a Remuneration Policy.
The Policy on Board Diversity and Director Attributes has been framed
to encourage diversity of thought, experience, knowledge, perspective, age and gender in
the Board and to have in place, a transparent Board nomination process.
The Remuneration Policy for Directors, KMPs and all other employees is
aligned to the philosophy on the commitment of fostering a culture of leadership with
trust.
The Remuneration Policy aims to ensure that the level and composition
of the remuneration of the Directors, Key Managerial Personnel and all other employees is
reasonable and sufficient to attract, retain and motivate them to successfully run the
Company.
Salient features of the Remuneration Policy, inter alia, include:
? Remuneration in the form of Sitting Fees and Commission to be paid to
Independent Directors and Non-Independent Non-Executive Directors, in accordance with the
provisions of the Act and as recommended by the NRC;
? Remuneration to Managing Director / Executive Directors / Key
Managerial Personnel and all other employees is reasonable and sufficient to attract,
retain and motivate them to run the Company successfully and retain talented and qualified
individuals suitable for their roles, in accordance with the defined terms of remuneration
mix or composition; and
? No remuneration would be payable to Directors for services rendered
in any other capacity unless the services are of a professional nature and the NRC is of
the opinion that the Director possesses requisite qualification for the practice of the
profession and approval of the Central Government has been received, if required, for
paying the same.
14. DIRECTOR RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Internal,
Statutory and Secretarial Auditors, including audit of internal financial controls over
financial reporting by the Statutory Auditors and the reviews performed by the Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company s internal
financial controls were adequate and effective during FY 2023-24.
Accordingly, pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, Indian Accounting
Standards ("Ind AS") as per the Companies (Indian Accounting Standards) Rules,
2015, as amended by the Companies (Indian Accounting Standards) Rules, 2016, notified
under Section 133 of the Companies Act, 2013 (the "Act"), other relevant
provisions of the Act, guidelines issued by Regulators as applicable to an NBFC and other
accounting principles generally accepted in India have been followed and that there are no
material departures there from.
b) they had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and cash flows of the Company for the year;
c) they had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls to be followed by the
Company and that such internal financial controls were adequate and operating effectively;
and
f) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
The Financial Statements have been prepared in accordance with Ind AS
as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with
Section 133 of the Act.
15. REPORTING OF FRAUDS
Directors of your Company hereby state and confirm that there were nil
frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013.
16 . REMUNERATION TO THE DIRECTORS/KMP
| S.No. Names |
Designation |
Remunerati on /sitting fees in 2022-2023
(Amount in lakhs) |
Remunerat ion/sitting fees in 2023- 24(Amount
in lakhs) |
| 1. Gopal Sridharan |
Whole Time Director |
32.69 |
45.40 |
| 2. Somnath Sarkar |
Independent Director |
NIL |
NIL |
| 3. Sundaresan Sampathkumar |
Non-executive Director |
NIL |
NIL |
| 4. Ratnesh Kumar Agrawal |
Independent Director |
NIL |
NIL |
| 5. Padmini Ceruseri Srikanth |
Non-executive Director |
NIL |
NIL |
| 6. Muthusamy Ganeshkumar |
Additional Director |
NIL |
NIL |
| 7. Angalappan Anandakumar |
CFO |
NIL |
2.25 |
| 8. Manoj Kumar Jena |
Company Secretary |
NIL |
2.98 |
| 9. Sweta Ghorawat |
Non-executive Director |
NIL |
NIL |
| 10. Ujjawal Kumar Bothra |
Independent Director |
NIL |
NIL |
| 11. Rajesh Kumar Sethia |
Independent Director |
NIL |
NIL |
| 12. Priyanka Singh Company Secretary resigned w.e.f.
28/12/2023 |
2.40 |
1.80 |
|
| 13. Arindam Laha CFO resigned w.e.f. 28/12/2023 |
0.72 |
1.04 |
|
16. DEPOSITS
The Company did not hold any deposits at the beginning of the year, nor
has it accepted any deposits during the year under review.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulations 34 of Securities and Exchange Board of India
(Listing Obligation and Disclosure requirements) Regulation 2015, the management
Discussion and Analysis report is set out in this report annexed as Annexure 4
18. CORPORATE GOVERNANCE REPORT
A report on corporate governance as per the Listing Regulations is
attached and forms part of this report. The report also contains the details as required
to be provided on the composition and category of directors, number of meetings of the
board, composition of the various committees, annual board evaluation, remuneration
policy, criteria for board nomination and senior management appointment, whistle blower
policy / vigil mechanism, disclosure of relationships between directors inter-se, state of
company s affairs, etc. The executive director have submitted a compliance certificate to
the board regarding the financial statements and other matters as required under
regulation 17(8) of the Listing Regulations and the same is annexed as Annexure 5
19. RISK MANAGEMENT
The Board periodically reviews the risks which are associated with
business objectives, growth, talent, aspects etc., and actions are being taken to mitigate
those risks then and there.
20. LISTING WITH STOCK EXCHANGES
The Company s Securities are listed with BSE Ltd. The Company confirms
that it has paid the Annual
Listing Fees to the said stock exchange for the Financial Year 2022-23
and 2023-24 there are no arrears.
21. DEMATERIALISATION OF SHARES
Out of 1,26,92,690 equity shares 1,21,17,740 shares constituting
95.47-% of the Company s paid up Equity share Capital is in dematerialized form as on
31/03/2024 and the balance are in physical form. The Company s registrar is M/s Niche
Technologies Private Limited having their registered office at 3A, Auckland Road, 7th
Floor, Kolkata 700017.
22. NUMBER OF BOARD MEETINGS
The Board of Directors duly met Six times during the Financial Year
under review. The gap between any two meetings did not exceed 120 days as prescribed under
Companies Act, 2013.
Particulars of the Directors attendance to the Meetings during the
financial year ended March 31, 2024, are given below:
| Name of the Director |
No. of Board Meeting held,
and attended, during tenure |
Attendance at the Last AGM Held on
27/09/2023 |
|
22.05. |
24.07. |
08.11. |
28.12. |
14.02 |
24.0 |
|
|
2023 |
2023 |
2023 |
2023 |
.2024 |
2.20 |
|
|
|
|
|
|
|
24 |
|
| Mr. Rajesh Kumar Sethia |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| *Mrs. Sweta Ghorawat |
Y |
Y |
Y |
Y |
Y |
NA |
Y |
| Mr. Ujjawal Kumar Bothra |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| Mr. G. Sridharan |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| Mr. Somnath Sarkar |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| Mr. Sundaresan Sampathkumar |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| **Mr. Ratnesh Kumar Agrawal |
NA |
NA |
NA |
NA |
NA |
Y |
NA |
| **Mr. Padmini Ceruseri Srikanth |
NA |
NA |
NA |
NA |
NA |
Y |
NA |
| ***Mr. Muthusamy Ganeshkumar |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
* Resigned w.e.f. 14th February 2024 ** Appointed
w.e.f. 14th February 2024 *** Appointed w.e.f. 01st August 2024
23. SIGNIFICANT AND MATERIAL ORDERS
During the period under review, there were no significant or material
orders passed by any regulator or court or tribunal impacting the going concern status and
Company s operations in future.
24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The detail in respect of Internal Financial Control and their adequacy
are included in the Management and Discussion Analysis report which forms part of the
financial Statements.
25. COMMITTEES
The details of composition of the Board and its Committees, terms of
reference of the Committees and the details of meetings held during the financial year are
furnished in the Corporate Governance Report.
26. STATUTORY AUDITORS:
M/s P.D. Randar and Co. Chartered Accountants, Kolkata were appointed
as the Statutory Auditors of the Company for a period of 5 years to hold office till the
conclusion of 41st Annual General Meeting to be held in the financial year
2026-27.
The Board was authorized to fix such remuneration as may be recommended
by Audit Committee in consultation with the Auditors. The Statutory Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.
The Report of the Statutory Auditors with an unmodified opinion to the
members is annexed and forms part of the financial statements and the same does not
contain any qualification, reservation, adverse remark or disclaimer. There were no frauds
detected or reported by the Auditors under sub-section (12) of section 143 of the
Companies Act, 2013 during the financial year ended March 31, 2024.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s. S Sandeep and Associates, Company Secretaries in Practice, to undertake
the Secretarial Audit of the Company for FY 2023-24.
The Company has received his written consent that the appointment is in
accordance with the applicable provisions of the Act and rules framed thereunder. The
Secretarial Auditor has confirmed that he is not disqualified to be appointed as the
Secretarial Auditor of the Company. The Secretarial Audit Report, in the prescribed Form
No. MR-3, is annexed as Annexure II .
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. S Sandeep and Associates in their Secretarial Audit Report on the
Secretarial and other related records of the Company, for FY 2023-24.
Internal Auditor
Pursuant to provisions of Section 138 of the Act, the Board of
Directors had appointed M/s. J.P. Lakhotia and Associates, Chartered Accountants as the
Internal Auditors of the Company to undertake the Internal Audit of the Company for FY
2023-24.
Auditor's Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the auditors certificate on corporate governance is enclosed as Annexure-2
to the Board Report.
27. EXTRACTS OF ANNUAL RETURN
As per Section 134(3)(a) and Section 92(3) of the Companies Act, 2013
read with Companies (Management and Administration) Rules, 2014, the annual return of the
Company for the financial year ended March 31, 2024 is available at the web address:
https://www.realtouchfinance.com/investor-info.html
28. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirements of cost audit as
prescribed under the provisions of section 148(1) of the Act is not applicable for the
business activities carried out by your Company.
29. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
The Financial Statements of the Company have been prepared in
accordance with Ind AS, as notified under the Companies (Indian Accounting Standards)
Rules, 2015 read with Section 133 of the Act. Further, the Company follows the Master
Directions issued by RBI for NBFCs.
The Financial Statements have been prepared on an accrual basis under
the historical cost convention. The Accounting Policies adopted in the preparation of the
Financial
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under Section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company
as it is not a manufacturing Company. However, your Company has been increasingly using
information technology in its operation and promotes conservation of resources.
During the financial year ended March 31, 2024, there were no foreign
currency expenditure and no foreign currency earnings.
31. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION
197(12) OF THE
ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A Statement giving the details required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, for the year ended March 31, 2024, is annexed as Annexure 1.)
The details required under Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended
March 31, 2023, are provided in a separate Annexure forming part of this Report. In terms
of the first proviso to Section 136(1) of the Act, the Report and the Accounts, excluding
the aforesaid Annexure, are being sent only through electronic mode to all the Members
whose e-mail addresses are registered with the Company. Any shareholder interested in
obtaining a copy of the same may write to the Company Secretary, at the Registered Office
of the Company. None of the employees listed in the said Annexure is related to any
Director of the Company.
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME
DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
The Company does not have any Holding or Subsidiaries Company as on
31st March 2024. Hence reporting under this clause is not required to be provided.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report pursuant to
Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is not applicable to the Company for the financial year ended on 31st March, 2024.
32. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Company does not fulfill the requirement of Net Worth, Turnover and Net Profit that
invoke the provisions for Corporate Social Responsibility.
33. VIGIL MECHANISM
The Company has established a Vigil Mechanism for its Directors and
employees to report their concerns or grievances. The said mechanism, inter alia,
encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the mechanism
for reporting of ethical concerns. The Company has a whistle blower policy to report
genuine concerns or grievances. Your company hereby affirms that no complaint was received
during the year.
34. RELATED PARTY TRANSACTIONS
The Company has adopted a Policy and a Framework on Related Party
Transactions ("RPTs") for the purpose of identification, monitoring and
approving such transactions in line with the requirements of the Act and the SEBI Listing
Regulations. During the year under review, the RPT Policy had been amended to, inter alia;
include the amendments of the SEBI Listing Regulations.
All the RPTs that were entered into during FY 2023-24, were in ordinary
course of business and on an arm s length basis. There were material transactions
requiring disclosure under Section 134(3)(h) of the Act. The disclosures in prescribed
Form AOC 2 forms a part of this Annual Report as Annexure
The details of RPTs as required to be disclosed by Indian Accounting
Standard 24 on "Related Party Disclosures" specified under Section 133 of the
Act, read with the Companies (Indian Accounting Rules Standards) Rules, 2015, are given in
the Notes to the Financial Statements.
35. CODE OF CONDUCT
The board has laid down a "Code of Conduct" for all the Board
Members and the senior management of the Company and the same has been posted on the
website of the Company.
All Board members and senior management personnel have affirmed
compliance with the Company s code of conduct for the financial year 2023-24. A
declaration to this effect is included in Corporate Governance report forming part of this
Annual Report.
36. CODE FOR PREVENTION OF INSIDER TRADING
The Company has adopted a Company s Code of Practices and Procedures
for Fair Disclosure of
Unpublished Price Sensitive Information (UPSI) to regulate, monitor and
report trading by insiders in securities of the Company. The board has further approved
policy governing the procedure of inquiry in case of actual or suspected leak of
unpublished price sensitive information. The code has also been hosted on the website of
the Company.
37. SECRETARIAL STANDARDS
The Company is in compliance with SS 1 i.e. Secretarial Standard on
Meetings of the Board of Directors and SS 2 i.e. Secretarial Standard on General Meetings
issued by The Institute of Company Secretaries of India.
38. DISCLOSURE REQUIREMENT
As per Regulations 34 of the SEBI Listing Regulations, Business
responsibility Report is not applicable for the company.
39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing and promoting a safe and healthy
work environment for all its employees. A Prevention of Sexual Harassment Policy, which is
in line with the statutory requirements, along with a structured reporting and redressal
mechanism, including the constitution of Internal Complaints Committee in accordance with
the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("the POSH
Act"), is in place. There were no complaints received under the
POSH mechanism during the financial year or pending during the beginning of the said
financial year.
40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Investments, Guarantees and Securities provided
in connection with any loan falling under the purview of Section 186 of the Companies Act,
2013 is furnished under notes to financial statements.
41. ACKNOWLEDGEMENT
Directors deeply acknowledge the trust and confidence you have placed
in the company. Director would also like to thank all its Banker, Customer, Vendors and
Shareholders for their continued support to the Company. In specific, the Board would also
record its sincere appreciation of the Commitment and Contribution made by all employees
of the Company.
42. CAUTIONARY NOTE
The statement forming part of Director s report may contain certain
forward looking remarks within the meaning of applicable Securities Law and regulations.
Many factors could cause the actual results, performance or achievements of the Company to
be materially different from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
| Place: Howrah |
|
|
| Date: 01/08/2024 |
BY ORDER OF THE BOARD |
|
|
REAL TOUCH FINANCE LIMITED |
|
|
Sundaresan Sampathkumar |
Gopal Sridharan |
|
Director |
Whole Time Director |
|
DIN: 08832266 |
DIN: 09460423 |
|