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 Howrah (West Bengal) 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 2025, on a Standalone basis is, summarized below:
(Rs. In lakhs)
Particulars |
2024-25 |
2023-24 |
Revenue from Operations |
2887.27 |
1888.27 |
Other Income |
20.58 |
14.66 |
Total Income |
2866.69 |
1873.61 |
Total Expenses |
2320.79 |
1495.53 |
Profit Before Tax |
566.48 |
392.74 |
Tax Expense |
105.46 |
129.44 |
Profit After tax |
461.02 |
263.30 |
Other Comprehensive Income |
|
|
Items that will not be
reclassified subsequently to profit or loss |
1.15 |
0.07 |
Transfer to Statutory
Reserve as per RBI |
92.43 |
52.67 |
Guidelines |
|
|
Proposed Dividend on Equity Shares |
NIL |
NIL |
2.1.1 Company's Performance
Gross Income increased by 53.89% and stood at Rs. (in lakhs) 2887.27 as
compared to previous year (FY 2023-24 (in lakhs) 1888.27. The Company's Profit before
Tax was Rs. (in lakhs) 566.48 as compared to previous FY 2023-24 Rs. (in lakhs) 392.74 and
the Profit after Tax increased by about 75.09% to Rs. (in lakhs) 461.02 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, 2025 was Rs. 12,69,26,900 consisting of 1,26,92,690 equity shares of Rs. 10/-
each. During the Financial Year 2024-25, the company has issued 2200, unlisted 11%
optionally-convertible debentures of Rs. 1,00,000/- each under 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) Apart from the issuance of 2,200 unlisted 11% Optionally Convertible
Debentures (OCDs) of 1,00,000 each on a private placement basis, the Company has not
issued any other 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 2024-25.
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. 92, 43,000 (FY 2023-24 Rs. 52, 67,000), has been transferred
to the said Reserve.
6. CAPITAL ADEQUACY
The company's capital adequacy ratio was at 20.74% as on 31st
March, 2025 as against the statutory minimum capital adequacy ratio of 15% prescribed by
RBI.
7. EMPLOYEE STOCK OPTION PLAN
Your Company has Real touch Finance Limited- Employees Stock Plan 2024
(ESOP 2024) as ESOP scheme in accordance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.
The principal objectives of this plan are to:
Rewarding the employees for their performance and contribution to the
success and growth of Real Touch.
Providing outsized rewards for outsized performance and create
long-term wealth for Real Touch and employees.
Providing an opportunity for the professional partners to become
financial partners in the Equity of Real Touch.
Attracting and retaining top talent.
The details of stock options form part of the Notes to Accounts of the
Standalone Financial Statements. The Secretarial Auditor's certificate on the
implementation of share-based schemes in accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, will be placed at the 40th AGM for
inspection by the members.
Further, pursuant to SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, the applicable disclosure as on March 31, 2025 is uploaded on
the website of your Company https:/realtuchfinance.com.
8. DISCLOSURES RELATED TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
The Company has no Subsidiary or Joint venture or associate as on 31st
March 2025.The Company is a Subsidiary of M/s. Ultraplus Housing Estate Private Limited
(“Ultraplus”), who holds 54.12% in the Company.
9. 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.
10. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR: NIL
11. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL
12. CHANGE IN THE NATURE BUSINESS
During the year under review, there was no change in the nature of the
Company's business.
13. 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.
Mr. Muthuswamy Ganeshkumar was appointed as Non-Executive additional
director (Independent Category) of the company with effect from August 1, 2024 and
subsequent his appointment was regularized in the 39th Annual General Meeting
held on 30th September 2024.
Mr. Uttam Kumar Bothra, Non-Executive Director (Independent Category),
vacated his office with effect from 7th August 2024 upon completion of his tenure as an
Independent Director of the Company.
Mr. Manoj Kumar Jena, Company Secretary and Compliance officer of the
company has resigned from the company due to personal reasons with effect from 17th
August, 2024.
Mrs. Varsha Gupta has been appointed as a company secretary and
Compliance Officer of the Company with effect from 12th November, 2024.
Pursuant to provisions of Section 203 of the Companies Act, 2013, the
Key Managerial Personnel of the Company are Mr. Gopal Sridharan, Whole Time Director, Mr.
Angalappan Anandakumar Chief Financial Officer and Mrs. Varsha Gupta, Company Secretary
and Compliance officer.
14. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149 (7)
that they meet the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations'). 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.
15. 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.
16. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on 25th February,
2025 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.
17. POLICY ON APPOIN0TMENT 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 Remuneration policy is also
available in the website of the company https://realtouchfiannce.com
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.
18. DIRECTOR RESPONSIBILITY STATEMENT
In compliance with section 134(5) of the companies 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.
19. 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.
20 . REMUNERATION TO THE DIRECTORS/KMP
S.No. |
Names |
Designation |
Remuneration /sitting
fees in 2024-2025 (Amount in lakhs) |
Remuneration /sitting
fees in 2023- 24(Amount in lakhs) |
1. |
Mr. Gopal Sridharan |
Whole Time Director |
29.48 |
47.70 |
2. |
Mr. Somnath Sarkar |
Independent Director |
0.60 |
0.29 |
3. |
Mr. Sundaresan Sampathkumar |
Non-executive Director |
0.45 |
0.18 |
4. |
Mr. Ratnesh Kumar Agrawal |
Independent Director |
1.05 |
0.05 |
5. |
Ms. Padmini Ceruseri
Srikanth |
Non-executive Director |
0.35 |
0.05 |
6. |
Mr. Muthusamy Ganeshkumar |
Independent Director
(appointed w.e.f 01-08-2024) |
0.50 |
- |
7. |
Ms. Sweta Ghorawat |
Non-executive Director
(resigned w.e.f 14-02-2024) |
- |
0.08 |
8. |
Mr. Ujjawal Kumar Bothra |
Independent Director
(Tenure Completion on 07-08-2024) |
0.55 |
0.43 |
9. |
Mr. Rajesh Kumar Sethia |
Independent Director
(Tenure Completion w.e.f 31-12- 2024) |
- |
0.43 |
10. |
Mr. Angalappan Anandakumar |
Chief Financial officer |
10.25 |
2.25 |
11. |
Mr. Arindam Laha |
Chief Financial officer
(resigned w.e.f 23-12-2023) |
- |
0.72 |
12. |
Ms. Varsha Gupta |
Company Secretary
(appointed w.e.f 12-11-2024) |
3.80 |
- |
13. |
Mr. Manoj Kumar Jena |
Company Secretary (resigned
W.e.f. 17-08-2024 |
7.81 |
2.98 |
14. |
Ms. Priyanka Singh |
Company Secretary (resigned
w.e.f. 23-12-2023) |
- |
1.8 |
21. 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.
22. 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 presented separately in the Annual Report under the
section titled “Management Discussion and Analysis.”
23. CORPORATE GOVERNANCE REPORT
In compliance with the provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), a report on Corporate Governance forms part of this
Annual Report. The Corporate Governance Report includes, inter alia, details on the
composition and category of Directors, number of Board meetings held during the year,
composition of various committees of the Board, annual evaluation of the Board and its
committees, nomination and remuneration policy, criteria for appointment of Directors and
senior management, vigil mechanism/whistle blower policy, and disclosures on relationships
between Directors inter-se and other statutory disclosures.
In accordance with Regulation 17(8) of the Listing Regulations, the
Executive Director(s) have submitted a compliance certificate to the Board in respect of
the financial statements and other matters, which is also included in the Corporate
Governance section of this Annual Report.
24. 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.
25. LISTING WITH STOCK EXCHANGES
The Equity shares of the Company have been listed on the BSE Limited.
The Company has paid applicable listing fees to the Stock Exchange and Depositories within
stipulated time.
26. 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
31/03/2025 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.
27. NUMBER OF BOARD MEETINGS
The Board of Directors duly met Seven 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, 2025, are given below:
Name of the Director |
|
No. of Board Meeting held,
and attended, during tenure |
Attendance at the Last AGM
Held on 30/09/2025 |
|
|
|
|
|
|
|
|
|
|
29th
April 2024 |
22nd
May 2024 |
1st
August 2024 |
12th
Novembe r 2024 |
4th
January 2025 |
30th
January 2025 |
25th
February 2025 |
|
Mr. Gopal Sridharan |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mrs. Padmini Ceruseri
Srikanth |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Sundaresan
Sampathkuma r |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Somnath Sarkar |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Mr. Ratnesh
Kumar Agrawal |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
*Mr. Muthusamy
Ganeshkumar |
NA |
NA |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
**Mr Ujjawal |
Yes |
Yes |
Yes |
NA |
NA |
NA |
NA |
NA |
Kumar Bothra |
|
|
|
|
|
|
|
|
* Mr. Muthuswamy Ganeshkumar was appointed on 1st August
2024
* * Mr. Ujjawal Kumar Bothra Tenure was completed as Independent
Director on 7th August 2024
28. 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.
29. 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.
30. 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.
31. STATUTORY AUDITORS:
In accordance with the provision of section 139 of the Companies Act,
2013 and the Rules made thereunder, M/s. P.D Randar & Co, Chartered Accountants (FRN
NO.319295E),, Chartered Accountants, was re-appointed as Statutory Auditors of the Company
at the 37th Annual General meeting of the Company held 28th September 2022 for a term of
five years till the conclusion of Annual General Meeting to be held on year 2027. However,
M/s. P.D Randar & co, Chartered Accountants (FRN NO.319295E), has tender their
resignation as the statutory Auditor of the company, stating the reason of resignation
that the majority of transaction of company being conducted in Southern part of India
basically from Chennai and all related documents are maintained at Chennai office. Hence,
it has become operationally difficult to effectively carry out audit and quarterly review
of financial statement from our current office which is located in Kolkata. Hence they
resign from the post of statutory auditor resulting in a casual vacancy in the office of
the Auditors of the company w.e.f 31st July, 2025 as per section 139(8) of the
Companies Act, 2013.
Accordingly based on the recommendations of Audit Committee and
confirmation received from M/s. G.S. Chung & Associates, Chartered Accountants (Firm
Registration No. 008884C) on their eligibility, the Board recommends to the members for
the appointment of M/s. G.S. Chung & Associates, Chartered Accountants (Firm
Registration No. 008884C) as the statutory Auditors of the company for a period of three
years, from the conclusion of 40th Annual General Meeting till the conclusion of 43rd
Annual General Meeting of the Company.
The Report of the Statutory Auditors received from of M/s. P.D Randar
& co, Chartered Accountants (FRN NO.319295E) 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, 2025.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,
the Company has appointed M/s. S Sandeep & Associates, Company Secretary in practice
to undertake the secretarial audit of the Company. The Report of secretarial audit is
annexed Annexure - B to this Report.
Internal Auditor
Pursuant to provisions of Section 138 of the Act, the Board of
Directors had appointed M/s. PKC & Associates, Chartered Accountants as the Internal
Auditors of the Company to undertake the Internal Audit of the Company for FY 2024-25.
Auditor's Certificate on Corporate Governance:-
As required by SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the auditors' certificate on corporate governance forms part of the
corporate governance Report enclosed there.
32. 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, 2025 is available at the web address:
https://realtouchfinance.com/investor-info.html
33. 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.
34. 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 Statement.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
B. FOREIGN EXCHANGE EARNING AND OUTGO:
During the financial year ended March 31, 2025, there were no foreign
currency outgo and no foreign currency earnings.
36. 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, 2025, is annexed as Annexure-A.)
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, 2025, 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 through
email-cs@realtouchfinance.com. None of the employees listed in the said Annexure is
related to any Director of the Company.
37. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME
DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
During the year under reporting, the Directors of the company were not
paid any remuneration by its holding Company Ultraplus Housing Private Limited.
38. 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 March 31, 2025.
39. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 on CSR do not apply to the
company
40. 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.
41. 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 2024-25, 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-C.
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.
42. 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 2024-25. A
declaration to this effect is included in Corporate Governance report forming part of this
Annual Report.
43. 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.
44. 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.
45. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your company believes in providing a safe and harassment free workplace
for every individual and endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. During the year under review,
your company has not received any complaints pertaining to sexual harassment.
Particulars |
Number of Complaints Received during the |
|
Financial year 2024-2025 |
The number of sexual
harassment complaints received during the year |
0 |
The number of such
complaints disposed of during the year |
0 |
The number of cases pending
for a period exceeding ninety days. |
0 |
The company has adopted the revised POSH policies at the board meeting
held on 1st July, 2022. The Internal Committee was reconstituted and restructured in line
with that of the group companies and is as following:
S. No. |
Name of IC Member |
Designation within IC |
Designation within Organisation |
1. |
Mahaboobi B |
Chairperson |
Junior Deputy Operational Manager |
2. |
Kamatchi H |
Member |
Associate Customer Manager |
3. |
Purushottaman R |
Member |
State Operations Manager |
46. 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.
47. COMPLIANCE WITH RBI GUIDELINES:
The Company is registered with the Reserve Bank of India
(“RBI”) as a Non-Deposit taking Non-Banking Financial Company (“NBFC”)
and is classified as a Base Layer NBFC under the Master Direction Reserve Bank of India
(Non-Banking Financial Company Scale Based Regulation) Directions, 2023. Company
has duly complied with the applicable regulations from time to time and
there are no material non-compliances with respect to aforesaid regulations.
48. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company is fully committed to supporting its women employees and
ensuring their well-being during maternity. In compliance with the provisions of The
Maternity Benefit Act, 1961, the Company provides comprehensive maternity benefits as
mandated by law. These benefits include, but are not limited to, paid maternity leave,
medical bonus, and other facilities designed to ensure a supportive environment for
expectant and new mothers. Our commitment extends to fostering an inclusive workplace that
respects and accommodates the needs of our women employees.
49. 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.
50. 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: Chennai |
|
|
Date: 04/08/2025 |
|
BY THE ORDER OF THE BOARD |
|
|
REAL TOUCH FINANCE LIMITED |
|
SD/- |
SD/- |
|
Sundaresan Sampathkumar |
Gopal Sridharan |
|
Director |
Whole Time Director |
|
DIN: 08832266 |
DIN: 09460423 |
|