real touch finance ltd share price Directors report


To The Members,

1. BACKGROUND

Real Touch Finance Limited ("Company" or "RTFL") is a subsidiary of Ultraplus Housing Private Limited and is a NonBanking 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.

2. FINANCIAL RESULTS

2.1 Standalone Results

The performance of the Company for the Financial Year ended 31st March 2023, on a Standalone basis is, summarized below:

S. No. Particulars 2022-2023 (Rs.‘00) 2021-2022 fRs.00)
1. Gross Income 10,28,081.01 2,41,201.51
2. Profit Before Interest and Depreciation and Provisions and Contingencies 8,58,537.78 1,94,975.64
3. Finance Cost 4,40,576.30 Nil
4. Depreciation and Amortization 6,341.46 136.49
5 Provisions and Contingencies 38,563.71 160.00
6 Profit Before Tax 3,73,056.31 1,94,679.15
7 Tax Expense 1,11,096.15 49,500.00
8 Profit After tax 2,61,960.16 1,45,179.15
9 Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss 11583.73 6,182.90
10. Transfer to Statutory Reserve as per RBI Guidelines 27,00,000.00 24,00,000.00
11. Proposed Dividend on Equity Shares NIL NIL
12. Balance Brought forward from Balance Sheet 8,70,375.10 7,50,013.50
13. Balance carried forward to Balance Sheet 10,89,209.99 8,70,375.10

2.1.1 Companys Performance

Gross Income increased by 293% and stood at Rs. 9,27,62,272 (FY 2021-22: Rs. 2,36,06,651). The Companys Profit Before Tax was Rs. 3,73,05,631 (FY 2021-22: Rs. 1,94,67,915) and the Profit After Tax increased by about 44.6% to Rs. 2,61,96,016 (FY 2021-22: Rs. 1,45,17,915).

3. SHARE CAPITAL AND DEBENTURES

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2023 was Rs. 12,69,26,900 consisting of 1,26,92,690 equity shares of Rs. 10/- each. During the Financial Year 2022-23, the Company issued unlisted secured nonconvertible debentures of Rs. 10,000/- each on a private placement basis amounting to Rs. 2.43 crores.

4. DIVIDEND

In order to conserve resources, the Board does not recommend payment of any Dividend on the Equity Shares for FY 202223.

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. An amount of Rs. 54,70,900 (FY 2022-23: Rs. 31,00,000), has been transferred to the said Reserve.

6. 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

7. 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.

8. 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. Anant Bhagat has given his resignation in writing from the post of Managing director due to personal commitments and the same was approved by the members at the Extra-ordinary General meeting held on 12/05/2022.

Mr. Sundaresan Sampathkumar was appointed as Additional Director with effect from 14th November 2022 and subsequently his appointment was regularized at the Extra Ordinary General Meeting held on 9th February 2023.

Mrs. Swetha Gorawat, Non Independent Woman Director retiring by rotation in the ensuing Annual General Meeting and she has offered herself for re-appointment.

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. Arindam Laha, Chief Financial Officer and Ms. Priyanka Singh, Company Secretary.

9. 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 and are in the process of completion of online proficiency selfassessment test as per the timeline notified by the Ministry of Corporate Affairs (MCA).

10. 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.

11. 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 endeavours 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.

12. 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 Companys internal financial controls were adequate and effective during FY 2022-23.

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.

13. REPORTING OF FRAUDS

There were nil frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

14. REMUNERATION TO THE DIRECTORS/KMP

S. No. Names Designation Remuneration in 20222023 (Amount in ) Remuneration in 2021-22(Amount in )
1 Mr. G Sridharan Whole Time Director 33,00,000 7,00,000
2. Mr. Anant Bhagat (Resigned as Managing Director on 06.01.2022) Managing Director 90,000
3. Mr. Ujjawal Kumar Bothra Director 6,000 5,000
4. Mr. Arindam Laha CFO (KMP) 1,04,000 96,000
5. Mr. Rajesh Kumar Sethia Director 6,000 6,000
6. Mr. Shrish Tapuriah Director - 5,000
7. Mr. Priyanka Singh CS (KMP) 2,40,000 2,40,000
8. Ms Shweta Ghorawat Director 6,000 6,000
9. Somnath Sarkar Director 6,000 3,000
10. Mr. Sundaresan Sampathkumar (appointed on 14.11.2022) Director

15. 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.

16. 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.

17. 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 companys 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.

18. 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.

19. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023/2023-2024 to BSE (Scrip Code 538611) where the Companys shares are listed.

20. DEMATERIALISATION OF SHARES

1,21,17,740 shares of the Companys paid up Equity share Capital is in dematerialized form as on 31/03/2023 and the balance are in physical form. The Companys registrar is M/s Niche Technologies Private Limited having their registered office at 3A, Auckland Road, 7th Floor, Kolkata - 700017.

21. NUMBER OF BOARD MEETINGS

The Board of Directors duly met five times during the financial year under review. The gap between any two meetings did not exceed 120 days as prescribed under Companies Act, 2013. Dates of Board Meeting during the financial year are as follows:

S.NO. DATE OF MEETING OF BOARD
1 28th May 2022
2 12th August 2022
3 14th November 2022
4 30th January 2023
5 9th February 2023

22. 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 Companys operations in future.

23. 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.

24. 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.

25. AUDITORS:

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 42nd 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. They are liable to be rotated after three years with a cooling off period of six years before next appointment. 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, 2023.

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. Baid & Bengani & Associates LLP, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2022-23.

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. Baid & Bengani & Associates in their Secretarial Audit Report dated 22/05/2023 on the Secretarial and other related records of the Company, for FY 202223.

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 2022-23.

The Company has received his written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. J.P. Lakhotia and Associates in their Internal Audit Report on the Internal and other related records of the Company, for FY 2022-23.

Auditors 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 to the Board Report.

26. 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, 2023 is available at the web address:

https://www.realtouchfinance.com/investor-info.html

27. 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.

28. 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

29. 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, 2023, there were no foreign currency expenditure and no foreign currency earnings.

30. 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, 2023, is annexed as Annexure ‘I.)

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.

31. 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.

32. 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 under the TCOC and the ABAC Policy and it provides for adequate safeguards against victimization of persons who use it.

Companys ABAC Policy and to the Chairman of the Companys Audit Committee / the Chief Ethics Counselor under the Companys Whistle Blower Policy. Information regarding the mechanism and the channels for reporting concerns are communicated to the relevant stakeholders.

33. 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 2022-23, were in ordinary course of business and on an arms length basis. There were no material transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this Annual Report.

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.

34. 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 Companys code of conduct for the financial year 2022-23. A declaration to this effect is included in Corporate Governance report forming part of this Annual Report.

35. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Companys 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.

36. 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.

37. DISCLOSURE REQUIREMENT

As per Regulations 34 of the SEBI Listing Regulations, Business responsibility Report is not applicable for the company.

38. 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.

39. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is to expand its business operations and for that purpose, it is proposed to raise funding for its lending business operations. The Company raises resources inter-alia by borrowing monies from time to time from various bodies corporate, banks, financial institutions, etc. and by way of issue of debentures including market linked debentures whether secured or unsecured, bonds or any other debt instruments and these borrowings are inter-alia secured by hypothecation of receivables/book debts, mortgage of immovable properties, promissory notes and pledge on the movable assets of the Company as recommended by the Board.

It is therefore necessary under Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013, to enable the Board of Directors to borrow money up to Rs. 500 Crores (Rupees Five Hundred Crores only) from the existing limits of Rs. 200 Crores (Rupees Two Hundred Crores only) and inter alia, authorize the Board to secure its borrowing by hypothecation of receivables/book debts, mortgage of immovable properties, promissory notes and pledge on the movable assets of the Company as recommended by the Board.

The Board recommends the Special Resolution as per the accompanying Annual General Meeting Notice, for approval by the Shareholders of the Company.

40. 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.

41. CAUTIONARY NOTE

The statement forming part of Directors 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: 24th July 2023 BY ORDER OF THE BOARD
REAL TOUCH FINANCE LIMITED
Sd/- Sd/-
RAJESH SETHIA KUMAR G. SRIDHARAN
DIRECTOR WHOLE TIME DIRECTOR
DIN: 01129789 DIN: 09460423