RCL Retail Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the Eighth Annual Report together with Audited accounts for the year ended 31.03.2018

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2018 and for the previous year 31.03.2017 are as under:

PARTICULARS March31,2018 March31,2017
Total revenue 99,756,121.56 150,115,772.67
Less: Expenditure 93,796,609.15 142,423,231.85
Profit before exceptional item & tax 5,959,512.41 7,692,540.82
Less: Current tax 129,060.01 2,574,605.99
Less: Deferred tax 560,446.00 (38,513.00)
Profit for the period 5,270,006.40 5,156,447.83
Other comprehensive income
(i) Equity Instruments through Other Comprehensive Income (66,258,755.44) 1,744,866.80
Total comprehensive income (60,988,749.04) 6,901,314.63

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of trading activity. There is no change in the nature of business during the year under review.

3. DIVIDEND:

In view of loss, your directors do not recommend any dividend this year.

4. RESERVES:

No amount is proposed to be transferred to General Reserves during the year.

5. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013, and rules related thereto.

6. EXTRACTOFANNUALRETURN

The extract of the Annual Return in form MGT9 for the year ended 31.03.2018 is attached as Annexure "A".

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company is not having any subsidiary, associate and joint venture company. Hence, the reporting under this clause does not arise.

8. MATERIAL CHANGES AND COMMITMENTS:

On April 25, 2017 Mr. Shripal Sanghvi, Mrs. Sarika Sanghvi, M/s. Shripal Sanghvi HUF and M/s. Mahipal Sanghvi HUF gave an open offer for acquisition of 32,00,600 equity shares of Rs. 10/- each representing 26.00% of total equity and voting share capital of your Company. The offer was open for a period of 15 days from June 16, 2017 to June 30, 2017 and the open offer was completed by making payment to the respective shareholders on July 14, 2017.

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report.

9. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The investments made by the Company are disclosed in the notes forming part of financial statements. The Company had not advanced any loan, given guarantees, provided security during the year under review.

10. SHARE CAPITAL:

The Company during the year under review has not issued any Sweat Equity Shares or Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back any shares.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors of the Company comprises of Four Non-executive promoter Directors. Appointment / Re-Appointment:

In terms of Section 152 of the Companies Act, 2013, Mr. Ratanchand Lodha, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Nitesh Ratanchand Lodha, Mr. G Vimal Chand Chorida, Mr. S Ganpath Raj Kothari and Ms. Kushbu, Directors, resigned from the Board w.e.f. 11.12.2017. Mr. D. Alexander - CFO resigned w.e.f. 20.12.2017. Mr. Subodha Kanta Sahoo, Company Secretary, resigned w.e.f. 30.08.2017. The Board expresses its sincere appreciation for the contribution made by them during their tenure.

B. MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board of Directors met 9 times on (i) 06.05.2017 (ii) 22.06.2017 (iii)

21.08.2017 (iv) 28.08.2017 (v) 30.08.2017 (vi) 11.11.2017 (vii) 11.12.2017 (viii) 20.12.2017 and (ix)

28.02.2018 and the gap between two meetings was not more than 120 days. The particulars of name of the Directors and attendance are mentioned below:

S. Name of the No Directors

Designation & Category

No. of Meetings in the year 2017-18

Attende d 7th AGM

No. of other Directorship in other Public / Private Companies

No. of

Membership / Chairmanship in Other Companies Board Committee

Eligib le to atten d Attended
1 Mr. Nitesh Ratanchand Lodha** Managing Director (Promoter & executive director) 7 6 Yes 2 2/0
2 Mr. Suresh Jain Rikhab Chand * Director

(NEPD)

3 2 No 1 Nil
3 Mr. Gumanmal Vimal Chand Chordia** Director

(NEID)

7 6 Yes 1 3/0
4 Mr. S Ganpath Raj Kothari** Director(NEID) 7 6 No 1 Nil
5 Mr. Kamalesh Kumar * Director

(NEPD)

3 2 No Nil Nil
6 Ms. Kushbu** Director (NED) 7 6 Yes 1 1/0
7 Mr. Ratan Chand Lodha # Director

(NEPD)

6 6 Yes 0 0/0
8 Mr. Shripal

Sanghvi #

Director

(NEPD)

6 6 No 0 0/0
9 Mr. Mahipal Sanghvi # Director

(NEPD)

6 6 No 0 0/0
10 Mr. Heemaram Savaji # Director

(NEPD)

6 6 No 0 0/0

* Resigned w.e.f. 21.08.2017 ** Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 21.08.2017

NEPD - Non executive Promoter Director NEID - Non executive Independent Director

NED - Non executive director

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held during the year under review.

C. AUDIT COMMITTEE

The Audit committee of your company comprises of three members and the committee met 5 times on 06.05.2017, 22.06.2017, 30.08.2017, 20.12.2017 & 28.02.2018. The composition of the Audit Committee and details of meeting held are provided hereunder:

Name of Directors Designation Category

No. of Meetings

Eligible

to

Attend

Attended
Mr. Vimal Chand Chordia * Chairman Non - Executive Independent Director 3 3
Mr. Nitesh R Lodha * Member Executive Director 3 3
Mr. Ganpath Raj Kothari * Member Non-Executive Independent Director 3 3
Mr. Ratanchand Lodha # Chairman Non - executive Promoter Director 2 2
Mr. Shripal Sanghvi # Member Non - executive Promoter Director 2 2
Mr. Mahipal Sanghvi # Member Non - executive Promoter Director 2 2

* Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 11.12.2017

The terms of reference of the Audit committee covers the matter specified under Section 177 of the Companies Act, 2013 and SEBI (LODR Regulations), 2015.

D. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration committee of your company comprises of 3 members and the committee met One time on 21.08.2017. The Nomination & Remuneration committee consists of the following members. Mr. Vimal Chand Chordia and Mr. Ganpath Raj Kothari were present in the meeting.

Name of Director Position Category
Mr. Vimal Chand Chordia a Chairman Non-Executive Independent Director
Mr. Suresh Jain * Member Non-Executive Director
Mr. Ganpath Raj Kothari a Member Non-Executive Independent Director
Ms. Kushbu ** / a Member Non-executive director
Mr. Ratanchand Lodha # Chairman Non-executive Promoter Director
Mr. Shripal Sanghvi # Member Non-executive Promoter Director
Mr. Mahipal Sanghvi # Member Non-executive Promoter Director

* Resigned w.e.f. 21.08.2017

** Appointed w.e.f. 21.08.2017 a Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 11.12.2017

TERMS OF REFERENCE:

The terms of reference of the Committee interalia, include the following:

- Succession planning of the Board of Directors and Senior Management Employees;

- Identifying and selecting candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

- Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

- Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their remuneration;

- Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of

Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

E. STAKEHOLDERS RELATIONSHIP COMMITTEE TERMS OF REFERENCE:

The terms of reference of Shareholders/ Investors Grievances Committee includes the following:

a. Allotment and listing of our shares in future.

b. Redressing of shareholders and investors complaints such as non-receipt of declared dividend, annual report, transfer of equity shares and issue of duplicate / split / consolidated Share Certificate(s).

c. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of share and debentures.

d. Reference to statutory and regulatory authorities regarding investors grievance.

e. To otherwise ensure proper and timely attendance and redressal of investors queries.

f. To do all such acts, deeds and things, as may be necessary or incidental to the exercise of the above powers.

COMPOSITION OF THE COMMITTEE:

Name of Director Position Category
Mr. Ganpath Raj Kothari* Chairman Non-Executive Independent Director
Mr. Nitesh R Lodha * Member Non-Executive Director
Mr. Vimal Chand Chordia* Member Non-Executive Independent Director
Mr. Ratanchand Lodha # Chairman Non-executive Promoter Director
Mr. Shripal Sanghvi # Member Non-executive Promoter Director
Mr. Mahipal Sanghvi # Member Non-executive Promoter Director

* Resigned w.e.f. 11.12.2017

# Appointed w.e.f. 11.12.2017

NAME, DESIGNATION AND ADDRESS OF THE COMPLIANCE OFFICER:

Mr. Ratanchand Lodha - Compliance Officer RCL Retail Limited

Old D.No.186/52, New D.No. 232/53 Pursaiwakkam High Road, Kilpauk,

Chennai - 600 084

STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31st MARCH, 2018: NIL

Number of Shareholders Complaints received during the year - Nil Number of Shareholders Complaints resolved during the year - Nil Number of Shareholders Complaints Pending at the end of the year - Nil

F. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered / evaluated the Boards performance, performance of the Chairman and other Non-independent Directors.

The Board subsequently evaluated its own performance, the working of its Committees and the Independent Directors.

G. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

All the Independent directors of the Company have given declarations under Section 149 of the Companies Act, 2013, that they meet the criteria of independence.

H. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimate 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 loss of the Company for that period;

c) the Directors have 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) the Directors had prepared the annual accounts ongoing concern basis.

e) the directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

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

12. AUDITORS:

M/s. KALYANASUNDARAM & CO, Chartered Accountants, Chennai, were appointed as Statutory Auditors of the Company for the term of five years in the 7th Annual General Meeting held on 29.09.2017. The Company has received confirmation from them that their appointment is within the limit specified under the Act and is not disqualified to continue as Auditors of the Company. The Shareholders are requested to ratify their appointment till the conclusion of 12th AGM and fix their remuneration

13. REPLY TO AUDITORS REMARK:

Point No.7

The Company is taking necessary steps to remit the same.

14. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. A.K. Jain & Associates, Company Secretary in Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report (in Form MR-3) is attached as Annexure "B" to this Report.

15. REPLY FOR COMMENTS IN SECRETARIAL AUDITORS REPORT

The Company is taking necessary steps to comply with the provisions of Sections 149, 203 and other applicable provisions of the Companies Act, 2013 w.r.t. appointment of Woman Director / Independent Directors and KMP. The Board of Directors will ensure that the necessary forms are filed with the Registrar of Companies wherever applicable and comply with the applicable SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 within the stipulated time.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company

18. MANAGEMENT DISCUSSION ANALYSIS & REVIEW REPORT:

A detailed analysis on the performance of the industry, the company, internal control systems, risk management are enumerated in the Management Discussion and Analysis report forming part of this report and annexed as Annexure C.

19. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not apply to your Company. Hence, the report on Corporate Governance is not provided.

20. CODE OF CONDUCT:

A declaration signed by the Managing Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2017-18 is given in "Annexure D".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any contracts / arrangement with the related parties u/188 of the Companies Act, 2013 during the year.

22. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees draws remuneration of Rs.850,000/- or above per month and Rs.1,02,00,000/- or above per year. Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the registered office of the company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost

23. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Audit Committee has also revisited the Risk Management Policy and has taken steps to strengthen the Risk Management process in keeping with the changes in the external environment and business needs.

The companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. In addition to the internal control systems, the board has laid emphasis on adequate internal financial controls to ensure that the financial affairs of the company are carried out with due diligence. These are routinely tested and certified by the internal auditors. Significant audit observations and follow up actions thereon are reported to the audit committee

24. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The product dealt by the Company is material intensive and not power intensive. However, the thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was any outgo of foreign exchange during the period under report. The quantitative and other details of the various raw materials used are given in Notes on Accounts to the Statement of Accounts of the Company.

25. LISTING WITH STOCK EXCHANGE

The Companys equity shares are listed in SME Platform of BSE Limited.

26. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND:

There are no amounts which need to be transferred to the Investor Education and Protection Fund.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013. During the year under review no complaints have been received.

28. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners / associates, financial institutions and various regulatory authorities for their consistent support / encouragement to the Company. Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management

By Order of the Board For RCL RETAIL LIMIETD
Place: Chennai Date: 12.11.2018 Sd/-

Ratanchand Lodha

Director

DIN:01534269

Sd/-

Shripal Sanghvi

Director

DIN:07788214