Radford Global Ltd Directors Report

To

The Members,

Radford Global Limited

Your Directors have pleasure in presenting the 21st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Companys performance during the year ended 31st March, 2016 as compared to the previous financial year, is summarized below:

Particular	For the financial year ended 31st March, 2016	For the financial year ended 31st March, 2015
Profit /(Loss) before Tax	34,70,558	47,82,935
Provision for Tax	10,73,928	14,78,355
Profit/ (loss) after Tax	23,96,630	33,04,580
Balance Brought Forward	1,01,88,700	68,71,387
Add:- Excess /(short) Provision	890	12,734
Balance carried to Balance Sheet	1,25,86,220	1,01,88,700

b. OPERATIONS:

The operations of the Company for the year under review have resulted in the gross profit of Rs. 34,70,558/- as against Rs.47,82,935/- of the earlier year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 23,96,630/- as against Rs. 33,04,580/- in the earlier year. The gross revenue stood at Rs. 15,90,97,976/- as against Rs. 15,36,63,125/-

c. Business Overview:

Radford global ltd in Innovative Workforce Solutions, creates and delivers high-impact solutions that enable our clients to achieve their business goals and enhance their competitiveness.

We provide the personal flexibility and agility businesses need with a continuum of staffing solutions. professional resourcing and project-based workforce solutions. With operations in five locations Mumbai, Ahmedabad, Banglore, Delhi and Pune, we deliver professional talent specializing in IT, Finance and Engineering to accelerate clients

We work for different type of recruitment that includes Temporary Staffing, Recruitment & RPO, Payroll Processing. Recently, company is awarded as Best IT Staffing Company in SME category by Silicon India Magazine in August 2015 edition.

We deliver flexible and scalable workforce solution that connect you to the talent you need - from core staffing, professional resourcing and talent management to outsourcing and consulting solutions that address the complexities of todays world of work. Our innovative solutions ensure the result you need , providing greater predictability of cost, a more efficient recruiting process, and improved candidate experience and most importantly, improved talent quality.

we have been helping our clients solve business challenges by connecting the potential of people to the ambition of business. Our talent expertise makes us the leader in delivering Innovative Workforce Solutions.

d. Future Outlook

Radford Global is one of Indias leading providers of human resource services in the organized segment, delivering a broad range of human resource services to various industries, with a vision to Putting India to Work.

Favourable prognosis for the economy by the United Nations, corporate citizenry expectant of the new government taking a leap of faith on reforms, and the continuing flurry of innovation activity result in an incremental improvement in the number of employers looking to increase hiring and help keep up employment sentiment

The Infrastructure sector seems to be an early beneficiary of the Make in India initiative with Manufacturing, the actual intended beneficiary, expected to benefit with a lag effect. Swelling foreign exchange reserves and the governments acceleration of projects have aided the sector in this growth. The number of jobs in the sector is projected to double over the next decade. Information Technology and Health & Pharmaceuticals are the other two sectors that stack up equally high Modest growth is seen across sectors, most notably Information Technology, Infrastructure and Health & Pharmaceuticals, and there is significant uptick in outlook across cities, with sentiments in Bangalore Mumbai and Pune.

e. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

f. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2016.

g. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

h. STATUTORY AUDITORS:

M/s. MNRD & Associates, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s.NBT & Associates, Chartered Accountants, and Statutory Auditors of the Company have expressed their inability & unwillingless to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s.NBT & Associates, Chartered Accountants as Statutory Auditors of the Company, and who shall hold office from the conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s.NBT & Associates, Chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company.

The board recommends the proposed resolution with respect to appointment of M/s.NBT & Associates, Chartered Accountants, as StatutoryAuditors of the Company for your approval as a Ordinary Resolution.

i. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 30th May, 2016 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditors Report has been annexed to the Board Report under Annexure IV.

j. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

Auditors comment:

1. Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has failed to appoint a Company Secretary in whole time employment of the Company

Explanation:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

Auditors comment:

2. Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has failed to appoint Internal Auditor for the Financial Year 2015-16.

Explanation:

2. Although the appointment of Internal Auditor is mandatory, the Board of Directors of the Company are of the opinion that looking at the size of the company and its business operations, the Statutory Auditors appointed by the Company have devised proper systems for internal financial control and to ensure compliance with the provisions of all the applicable laws, and that such systems are adequate and are operating effectively.

Auditors comment:

3. The Company is not in compliance with Clause 41 (III)(b) of the Listing Agreement for the period 1st April, 2015 to 30th November, 2015 and Regulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related to publication of Notice of Board Meeting in news paper.

Explanation:

3. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirement) Regulations due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same from this financial year.

Auditors comment:

4. The Company has filed certain intimations to the Stock Exchange under the Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, related to Outcome of Board meetings after stipulated time period. Further, the Company has failed to file certain intimation to the Stock Exchange related to outcome of Board meetings and appointment of Directors.

Explanation:

4. The Company has failed to submit the intimations and disclosures with the stock exchange within stipulated time frame due to inadvertent error. Further, the Company will make sure that all the required disclosures and intimations will be intimated to the stock exchange.

Auditors comment:

5. The Company is in process of updation of its website with documents required to be uploaded thereon as per the provisions of the Companies Act, 2013 and Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Explanation:

5. The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website.

k. DIRECTORS:

There was no change in the composition of directors for the year under review.

l. DECLARATION BYTHE INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

m. BOARD MEETINGS:

The Board of Directors met Seven times during the financial year under review.

n. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of

Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

o. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

p. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No of complaints received:	Nil
No of complaints disposed off:	Nil

q. DIRECTORS RESPONSIBILITY STATEMENT:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 as at 31st March, 2016 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2016 on a going concern basis; and

e. They have laid down Internal Financial Controls, which are adequate and are operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

r. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not advanced loans and made investments and has also not given any guarantee pursuant to Section 186 of the Companies Act, 2013 during the year under review

s. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TOANY RESERVES

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

t. MATERIAL CHANGES AND COMMITMENT IFANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report

u. ENERGY CONSERVATION AND TECHNOLOGYABSORPTION

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report

v. STATEMENT INDICATING DEVELOPMENTAND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company

w. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL IMPACTING THE GOING CONCERN STATUSAND COMPANYS OPERATION IN FUTURE

The Securities and Exchange Board of India passed an ex-parte interim order no. WTM/RKA/ISD/161/ 2014 dated 19th December, 2014 and ad- interim ex-parte order no. WTM/RKA/ISD/143/2015 dated 9th November, 2015 against the Company debarring the Company, its promoters and directors from accessing Securities Market.

x. DETAILS IN RESPECT OFADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014

The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations

y. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review

z. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure II".

aa. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Ajay Dhuria

b. Mr. Prakash Biyani

c. Mr.Archit Kulkarni

The above composition of the Audit Committee consists of independent Directors viz., Mr. Ajay Dhuria and Mr. Archit Kulkarni who form the majority.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

bb. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholders value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

cc. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business.

2. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary.

M/s. H V Gor & Co, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2015-16.

Secretarial Audit Report issued by M/s H V Gor & Co, Practicing Company Secretaries in Form MR-3 for the financial year 2015-16 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. APPOINTMENT OF AUDITORS:

M/s MNRD & Associates., Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM). The Statutory auditors have expressed their inability and willingness to accept the office on in accordance with provision of section Section- 139 of the Companies Act, 2013.

Your Directors propose appointment of NBT & Associates, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixth Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

d. COST AUDITORS:

The Company is not required to appoint Cost Accountants.

Registered Office:	By the order of the Board of Directors
Office No. 17A, 1st Floor, Mehta Estate,	For Radford Global Limited
Andheri Kurla Road, Chakala ,	SD/-	SD/-
Andheri East,	Mr. Prakash Biyani	Mr. Vaibhav Laddha
Mumbai - 400 093	(DIN: 03636522)	(DIN: 05168734)
Date:31st August 2016	Director	Director