A Oneindia Venture

Get Updates

Get notified about market trends, financial advice, and investment tips!

Sensex 73,779.28 +2.55% ↑ Nifty 22,884.95 +2.48% ↑ 22k Gold ₹ 13,885/gm Silver ₹ 2,55,000/kg Petrol ₹ 103.54 Diesel ₹ 90.03 LPG ₹ 912.50 Crude Oil $ 105.35 USD ₹ 93.69

Real Growth Corporation Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 30^th Annual Report of the Real Growth Corporation Limited
(formerly known as Real Growth Commercial Enterprises Limited) (the âCompanyâ or âRGCLâ) along
with the Audited Financial Statements for the Financial Year ending March 31, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended on March 31^st, 2025 is
summarized as below:

Particulars	For the financial year	For the financial year
Particulars	ended March 31, 2025	ended March 31, 2024
Total Revenue	860.86	108.92
Total Expenses	687.44	241.31
Profit Before exceptional items and tax	173.42	(132.39)
Exceptional Items - Income	650.87	-
Profit before tax	824.29	(132.39)
Tax expense:	-	-
Current tax	27.99	-
Previous Year Tax	-	-
Deferred Tax	68.66	19.69
Profit/(Loss) for the period	727.64	(112.70)

Notes:

1. The above figures have been extracted from the audited financial statements as per Indian
Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. OPERATION AND STATE OF COMPANYâS AFFAIRS:

During the financial year under review, your Company''s total revenue is Rs.860.86 Lakh as
compared to total revenue of Rs.108.92 Lakh in the last year. The profit of your Company is
Rs.727.64 Lakh as compared to the loss of Rs. 112.70 Lakh in the last year.

Your Company looks forward to more strengthen its operations by consistently focusing on
enhancing its profit for the coming years.

3. REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BSE
LIMITED

During the year under review, it is a matter of pleasure to inform that the suspension of trading in
the equity share of the Company has been revoked from July 3, 2024 as per notice received from
BSE Limited vide notice number 20240625-17 dated June 25, 2024. Pursuant to SEBI Circular No.
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (formerly SEBI Circular No.
SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 3, 2018), trading in the securities of the Company
has been resumed in the âXTâ group. Further, in reference to the Exchange notice no. 20181029 -
18 dated October 29, 2018, and as per the provisions of Para (I)(e) of the said notice, the securities
of the company has also been moved out of âStage 3â of the GSM framework, effective from
Wednesday, July 3, 2024.

4. CHANGE IN THE NATURE OF THE BUSINESS:

There was no change in the nature of the business of the Company during the year under review.

5. TRANSFER TO RESERVES:

The proviso to Section 123 (1) of Companies Act, 2013 (the Act) does not mandate the Company
to transfer any amount of its profits to General Reserve. Accordingly, the Company has not
transferred any amount to the Reserve for specific purpose during the current financial year.

6. DIVIDEND

No Dividend is declared by the company during the period under review.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF) during the year under review.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, the Company was not required to file any form with the IEPF/
Ministry of Corporate Affairs during the year under review.

7. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2025 was Rs.25,00,00,000/- (Rupees
Twenty Five Crore only) consisting of:

i. Rs.4,25,00,000 (Rupees Four Crore Twenty Five Lakhs Only) consisting of 42,50,000 (Forty
Two Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each; and

ii. Rs.20,75,00,000 (Rupees Twenty Crore Seventy Five Lakhs Only) consisting of 20,75,000
(Twenty Lakhs Seventy Five Thousand) 2% Redeemable Cumulative Preference Shares of
Rs.100/- (Rupees One Hundred Only) each.

The issued, subscribed and paid capital of the Company as on March 31 2025, is Rs. 24,00,00,000/-
(Rupees Twenty Four Crore Only) consisting of:

i. Rs.4,00,00,000 (Rupees Four Crore Only) consisting of 40,00,000 (Forty Lakhs Thousand)
Equity Shares of Rs.10/- (Rupees Ten Only) each; and

ii. Rs.20,00,00,000 (Rupees Twenty Crore Only) consisting of 20,00,000 (Twenty Lakhs) 2%
Redeemable Cumulative Preference Share of Rs.100/- (Rupees One Hundred Only) each. The
issued capital of Redeemable Cumulative Preference Share has been considered as other
financial liability in the financial statements, in accordance with the requirements of applicable
Ind-AS.

During the year under review, there was no change in the capital structure of the Company.

During the year under review, the Company has neither issued shares with Deferential Voting
Rights nor granted Stock Options nor Sweat Equity.

8. LISTING OF SHARES

The Company''s equity shares are listed at the BSE Limited. The annual listing fee for the financial
year 2024-25 has been paid to stock exchange. During the period under review, the Company has
received approval from BSE Limited, vide ref. no LIST/COMP/SHB/420/2024-25 dated August
07, 2024 for reclassification of erstwhile promoters as enumerated in the said communication from
the Promoters and Promoter Group category to Public Category of shareholders in accordance with
the Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

9. DEMATERIALISATION OF SHARES

As on March 31,2025, 86.14% of the Company''s total equity paid up capital representing 3,445,440
equity shares are held in dematerialized form. The SEBI (LODR) Regulations, 2015 mandates that
the transfer, transmission etc., shall be carried out in dematerialized form only. The Company has
already sent intimation to shareholders who hold shares in physical form advising them to get their
shares dematerialized and also through this notice.

10. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT
VENTURE ASSOCIATE COMPANIES

The Company do not have any Subsidiary, Associate or Joint Venture Company. Further, there is
no company which became or ceased to be its subsidiaries, joint ventures or associate companies
during the year under review.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-2025, the Company entered into transactions with related parties as
defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on armâs
length basis and in accordance with the provisions of the Act read with the Rules issued thereunder
and Listing Regulations.

During the year under review, All Related Party Transactions were reviewed and prior approved by
the Audit Committee and are in accordance with the Policy on Related Party Transactions
formulated in accordance with the provisions of the Act read with Rules issued thereunder and the
Listing Regulations. The Board also reviewed and approved the transactions with related parties on
the recommendation of the Audit Committee. The Company has a Board approved policy on
dealing with Related Party Transactions.

Prior omnibus approvals are granted by the Audit Committee for related party transactions which
are of repetitive nature, entered in the ordinary course of business and are on armâs length basis in
accordance with the provisions of the Act read with Rules issued thereunder and the Listing
Regulations.

The details of the related party transactions as per IND AS - 24 are set out in Note No. 29 to the
Financial Statements of the Company.

The Form AOC -2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out in the Annexure -I to this report.

12. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in
terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.

The Ministry of Corporate Affairs (MCA) has amended the Companies (Acceptance of Deposits)
Rules, 2014, pursuant to which the Company is required to file with the Registrar of Companies
(ROC) requisite annual return in Form DPT-3 for outstanding receipt of money/loans which are not
considered as deposits. The annual return in Form DPT-3 for the financial year ended March 31,
2025 has been filed by the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company read with the Companies (Appointment and Qualification of Directors)
Rules, 2014, Mr. Himanshu Garg, Director (DIN:08055616) is liable to retire by rotation at the
ensuing Annual General Meeting. He, being eligible, seeks his re-appointment as Director at the
30th Annual General Meeting of the Company. The Nomination and Remuneration Committee
while considering his appointment has checked the declaration of Mr. Himanshu Garg that he is not
debarred from holding the office by virtue of any SEBI Order or any other authority. Y our Directors
based on the recommendation of Nomination and Remuneration Committee, recommend his reÂ¬
appointment as Director liable to retire by rotation. The Board recommends an Ordinary Resolution
for your approval.

A brief resume and other details relating to the Director seeking re-appointment, as stipulated under
Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished
in the notice convening the Annual General Meeting and forming a part of the Annual Report.

B. APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

i. During the year under review, Mr. Sagar Agarwal (DIN: 10746605) was appointed as an
Additional Independent Director of the Company by the Board at its meeting held on 22
January, 2025 and approved by the members of the Company by passing special resolution
through Postal Ballot on 01^st Day of March, 2025 for a period of 03 years effective from
January 22, 2025.

ii. Mr. Arvind Garg (DIN: 09840788) resigned from the position of Non-Executive Independent
Director of the Company from the close of office hours on March 08, 2025 and his resignation
has been accepted by the Board of Directors in their meeting held on 08.03.3025. The Board
places on records its deep appreciation for the services rendered by Mr. Arvind Garg during
his tenure as Director and Member/Chairman of various committees of the Board of Directors
of the Company.

iii. Mr. Surinder Kumar (DIN: 09076484) resigned from the position of Non-Executive
Independent Director of the Company from the close of office hours on August 30, 2024 and
his resignation has been accepted by the Board of Directors in their meeting held on
30.08.3024. The Board places on records its deep appreciation for the services rendered by
Mr. Surinder Kumar during his tenure as Director and Member/Chairman of various
committees of the Board of Directors of the Company.

C. COMPOSITION OF DIRECTORS

As on March 31, 2025, the Company has following Directors on the Board of Directors of the
Company:

Sr. No.	Name of Directors	DIN(s)	Category	Designations
1	Mr. Rajesh Goyal	01339614	Promoter NonÂ¬ Executive	Chairman & Non executive and Non Independent Director
2	Mr. Deepak Gupta	01890274	Executive	Whole Time Director
3	Mr. Sanjay Kumar Jha	07792067	Non- Executive	Non Independent Director
4	Mr. Himanshu Garg	08055616	Non- Executive	Non Independent Director
5	Mr. Sagar Agarwal*	10746605	Non- Executive	Independent Director
6	Mrs. Gazal Mittal	06886928	Non- Executive	Independent Woman Director

*appointed w.e.f 22^nd January, 2025.

D. KEY MANAGERIAL PERSONNEL:

As on March 31,2025, the Company has following Key Managerial Personnel as per the definition
of Section 2(51) read with Section 203 of the Companies Act 2013: -

S. No.	Names	Designation(s)
1	Mr. Deepak Gupta	Whole Time Director
2.	Mr. Bhupendra Tiwari	Chief Financial Officer
3.	Mr. Sahil Agarwal	Company Secretary & Compliance Officer

During the year under review, following changes have occurred in the key managerial personnel of
the Company:

1. Mrs. Archana Pundir, resignedfrom the post of Company Secretary and Compliance Officer
from the closing of office hours on June 28, 2024, owing to her unavoidable circumstances.

2. On the recommendation of Nomination and Remuneration Committee, the Board has
appointed Mr. Sahil Agarwal as Company Secretary and Compliance Officer w.e.f August
14, 2024.

14. NUMBER OF MEETINGS OF THE BOARD

The 06 meetings of the board were held during the year on the following dates:

S. No.	Number of Meeting	Date of Meeting	S. No.	Number of Meeting	Date of Meeting
1	1^st	29.05.2024	4	4^th	13.11.2024
2	2^nd	14.08.2024	5	5^th	22.01.2025
3	3^rd	30.08.2024	6	6^th	08.03.2025

The maximum interval between any two meetings did not exceed 120 days.

15. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Companies Act, 2013 each Independent Director has
given a written declaration to the Company at the time of their appointment and at the first meeting
of the Board of Directors in every financial year confirming that he/she meets the criteria of
independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances
which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013. They have registered themselves with the Independent
Directorâs Database maintained by the Indian Institute of Corporate Affairs (IICA) and possess
their respective proficiency certificate.

16. MEETINGS OF INDEPENDENT DIRECTORS

In accordance with Section 149(8) of the Companies, Act 2013 and Schedule IV of the Companies
Act, 2013, Independent Directors shall hold atleast one meeting in a financial year without the
attendance of Non-Independent Directors and members of Management. The Independent Directors
held their separate meeting on March 08, 2025.

17. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule
IV of the Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify
the manner for effective evaluation of performance of the Board, its committees, individual
directors and Key Managerial Personnel (KMP). The evaluation can be carried out by the Board or
by the NRC or by independent agency. The NRC shall review its compliance. Further, Schedule IV
of the Companies Act, 2013 state that the performance evaluation of independent directors shall be
done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all directors, the Board as a whole and its committees thereof, for the financial
year 2024-25, was conducted based on the criteria and framework adopted by the Nomination &
Remuneration Committee. The Board approved and took note of the evaluation results as collated
by the Nomination and Remuneration Committee of the Company.

18. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board
and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, your Company has adopted familiarization programs for Independent Directors
and other directors to familiarize them with the Company, their role, rights, responsibilities, nature
of the industry in which the Company operates, business model, management structure, industry
overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Company''s business
model enabling them to contribute effectively.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the
Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 are mentioned in the notes forming part of the
financial statements.

During the period under review, the Company has settled and repaid the facility availed from Punj ab
National Bank.

20. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place adequate internal financial controls over financial reporting as per
provision of Section 134(5)(e) of the Companies Act, 2013. These are reviewed periodically and
made part of work instructions or processes in the Company. The Company continuously tries to
automate these controls to increase its reliability.

The Company in preparing its financial statements makes judgment and estimates based on sound
policies. The basis of such judgments and estimates are also approved by the Audit Committee of
the Company in consultation with the Statutory Auditors of the Company. The management
periodically compares the actuals against the estimates and take necessary steps, if required.

All internal Audit findings and control systems are periodically reviewed by the Audit Committee,
which provides strategic guidance on internal control.

For the financial year ended March 31, 2025, your directors are of the opinion that the Company
has adequate IFC commensurate with the nature and size of its business operations and it is
operating effectively and no material weakness noticed.

21. AUDIT COMMITTEE

a. Composition:

As per the provisions of Section 177 ofthe Companies Act, 2013, the Companyâs Audit Committee
comprise of majority of the Independent Directors. All the members of the Committee have
relevant experience in financial matters. Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to the Company pursuant to
Regulation 15(2) of the said Regulations.

Regualation 18 of SEBI (LODR), Regualation 2015 is not applicable on the company pursuant to
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The details of the composition of the Committee are set out in the following table:

S. No	Name of Directors	Designation	Category
1	Ms. Gazal Mittal	Chairperson	Non-Executive Independent Director
2	Mr. Sagar Agarwal	Member	Non-Executive Independent Director
3	Mr. Sanjay Kumar Jha	Member	Non-Executive Non-Independent Director

Note: This committee has been reconstituted w.e.f. 08.03.2025

b. Details of Meetings:

The Audit Committee met 06 (six) times during the year ended on 31^st March, 2025. These were
held on 29.05.2024, 14.08.2024, 30.08.2024, 13.11.2024, 22.01.2025 & 08.03.2025. The
intervening period between two meetings was well within the maximum time gap of 120 days as
prescribed under Companies Act, 2013.

22. NOMINATION AND REMUNERATION COMMITTEE
a. Composition:

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(LODR) Regulation, 2015, the Companyâs Nomination and Remuneration Committee comprise of
three Non-Executive Independent/Non-Executive Non-Independent Directors. Out of which 2 are
Non-Executive Independent Directors and 1 is Non-Executive Non-Independent Director. The
details of the composition of the Committee are set out in the following table: Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the
Company pursuant to Regulation 15(2) of the said Regulations."

S. No.	Name of Directors	Designation	Category
1.	Mr. Sagar Agarwal	Chairman	Non -Executive Independent Director
2.	Ms. Gazal Mittal	Member	Non -Executive Independent Director
3.	Mr. Himanshu Garg	Member	Non -Executive Non-Independent Director

Note: This committee has been reconstituted w.e.f. 08.03.2025
b. Details of Meetings:

The Nomination and Remuneration Committee met 4 (Four) times during the year ended on 31st
March, 2025. These were held on 29.05.2024, 14.08.2024, 22.01.2025 & 08.03.2025.

23. STAKEHOLDER RELATIONSHIP COMMITTEE
a. Composition:

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected
with the investor services in connection with applications received and shares allotted in the Initial
Public Offer, if any, status of refund account, conversion of partly paid shares into fully paid shares,
rematerialization and dematerialization of shares and transfer of shares of the Company.
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is not applicable to the Company pursuant to Regulation 15(2) of the said Regulations."

S. No.	Name of Directors	Designation	Category
1.	Mr. Sagar Agarwal	Chairman	Non -Executive Independent Director
2.	Ms. Gazal Mittal	Member	Non -Executive Independent Director
3.	Mr. Himanshu Garg	Member	Non -Executive Non-Independent Director

Note: This committee has been reconstituted w.e.f. 08.03.2025
b. Details of Meetings:

The Stakeholder Relationship Committee met 05 (Five) times during the year ended on 31st
March, 2025. These were held on 29.05.2024, 14.08.2024, 13.11.2024, 22.01.2025 & 08.03.2025.

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ending March 31, 2025, the
applicable Indian accounting standards had been followed along with proper explanation
relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial
statements 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 as at March
31, 2025 and profit/Loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that such internal financial controls were
adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such system was adequate and operating effectively.

25. AUDITORS AND AUDITORâS REPORT

i) STATUTORY AUDITORS

At the 28^th Annual General Meeting held on 19th August, 2023, M/s. AD Gupta and Associates,
Chartered Accountants (Firm Registration No- 018763N) were appointed as Statutory Auditors of
the Company to hold office from conclusion of the 28th Annual General Meeting till the conclusion
of the 33^rd Annual General Meeting of the Company. Further, they have confirmed that they are not
disqualified from continuing as Auditors of the Company.

A communication from the Statutory Auditors to the effect that their appointment, if made, would
be in compliance with the provisions of Section 139, 141 of the Act and rules framed thereunder is
in records.

During the year under review, the Audit Committee reviewed the independency, objectivity of the
Auditors and the effectiveness of the audit process.

ii) INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, your directors appointed
Mr. Chandan Kumar (PAN: EWKPK833N), an employee of the Company, as the Internal Auditor
for financial year 2024-25 in its meeting held on 29.05.2024.

During the year, the Company continued to implement his suggestions and recommendations to
improve the control environment. His scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency, effectiveness of systems and processes,
and assessing the internal control strengths in all areas. Internal Auditorsâ findings are discussed
with the management and suitable corrective actions taken as per the directions of Audit Committee
on an ongoing basis to improve efficiency in operations.

iii) SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at its meeting held on
22.01.2025 has appointed NSP & Associates, (Fellow M. No. 9028 and COP No. 10937), Company
Secretary in Practice, Ghaziabad as Secretarial Auditor of the Company to conduct an audit of the
secretarial records for the financial year 2024-25.

The Company has received their consent to act as Secretarial Auditor for conducting audit of the
Secretarial records for the financial year ended 31st March, 2025.

iv) COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made
there under, the provisions of maintenance of cost records and the provisions of cost audit are not
applicable to your Company.

v) STATUTORY AUDITORS REPORT

The Auditors'' Reports for the financial year 2024-2025 does contain qualification, reservation or
adverse remark. However, there are certain disclaimers and disclosures as required under various
statues which does not have any direct financial impact on the financial statements of the Company.
Further, the report read together with the notes on accounts are self-explanatory and therefore, in
the opinion of the Directors, do not call for any further explanation under section 134 of the
Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual
Report.

vi) SECRETARIAL AUDITORS REPORT

The Secretarial Auditors'' Report (Form MR-3) for the financial year 2024-2025 is set out in
Annexure-II to this report. The Secretarial Audit Report for the financial year 2024-2025 does not
contain any qualification, reservation or adverse remark.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has observed
any instance of fraud Committed against the company by its officers or employees. Hence, no
reporting under section 143(12) of the Companies Act, 2013 is required.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when Trading Window
is closed. Further, no director/ KMPâs has traded in the shares of the company. The Company has
maintained the Structural Digital Database (SDD) under the provisions of SEBI (Prohibition of
Insider Trading) Regulations, 2015

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE

Your Directors state that during the year under review, pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not
required to constitute an internal complaints committee. Further, during the year under review, there
were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

29. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance
with the provisions of the Companies Act, 2013 read with Rules issued thereunder. The details of
the remuneration of directors, key managerial personnel and employees in terms of Section 197(12)
read with Companies (Appointment and Remuneration Managerial Personnel) 2014 are provided
in Annexing- III to this report.

The Nomination and Remuneration Policy of the Company provides that the Nomination and
Remuneration Committee, shall formulate the criteria for appointment of Executive, Non -
Executive and Independent Directors on the Board of Directors of the Company and the Persons in
Senior Management of the Company, their remuneration including determination of qualifications,
positive attributes, independence of Directors and other matters as provided under Section 178 (3)
of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force).

30. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

The Composition of the Board of director is to have an appropriate mix of executive, non-executive
and independent directors to maintain the independence of the Board, and separate its functions of
governance and management. As on March 31, 2025, the Board consist of 06 members, one of
whom is executive and three are non-executive Directors, and two independent directors. The Board
periodically evaluates the need for change in its composition and size.

The details of the remuneration of directors, key managerial personnel and employees in terms of
Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration
Managerial Personnel) 2014 are provided in Annexure- III to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee of the Company employed throughout the year that was in receipt of remuneration of
rupees one crore two lakh or more. Further, during the year under review, there was no employee
of the Company employed for a part of year who was in receipt of remuneration of rupees eight
lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company
who was in excess of the remuneration drawn by the managing director during the financial year
2024-25 and held by himself or along with his spouse and dependent children, not less than 2% of
the equity shares of the Company.

The Company has not granted any loan to its employees for purchase of its own shares pursuant to
section 67 of the Companies Act, 2013.

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year
2024-25 in annexed with the report as Annexure- IV.

31. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has risk
management policy in place for the purpose of identification of elements of risks that may threaten
its existence. The main objective of the risk management policy of the Company is to ensure
sustainable business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the business. The policy establishes a structured and
disciplined approach to risk management and guide decision making on risk related issues.

The Company identifies all strategic, operational and financial risks that the Company faces,
internally and externally by assessing and analysing the latest trends in risk information available
and uses them to plan for risk management activities.

Pursuant to Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company is not required to constitute a risk management committee.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy which is in the compliance with
the provisions of Section 177 (10) of the Companies Act, 2013.

The Company has established a âVigil Mechanismâ for its employees and directors, enabling them
to report any concerns of unethical behaviour, suspected fraud or violation of the Company''s code
of conduct. To this effect the Board has adopted a âWhistle Blower Policyâ which is overseen by
the Audit Committee. The policy provides safeguards against victimization of the whistle blower.
Employees and other stakeholders have direct access to the Chairman of the Audit Committee for
lodging concern, if any, for necessary action. The details of such policy are available on the website
of the Company.

During the year under review, there were no complaints received under the mechanism.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

The Punjab National Bank (âBankâ) sanctioned a One-Time Settlement (OTS) of the outstanding
dues of the Company and conveyed its approval vide Sanction Letter dated January 01, 2024.
During the year under review, the Company paid the OTS amount in full and subsequently filed the
necessary intimation with the Registrar of Companies (ROC), Delhi, through e-Form CHG-4
(Satisfaction of Charge).

During the corresponding period, the Company has also generated revenue from real estate
activities.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

As of March 31, 2025, there were no significant or material orders passed by any regulators, courts,
or tribunals that could impact the going concern status and future operations of the Company except
the following.

a) The Company received an order from the Honâble National Company Law Tribunal (NCLT),
New Delhi Bench-V, under Section 441 read with Sections 96 and 99 of the Companies Act,
2013, in the matter of M/s Real Growth Commercial Enterprises Limited & Others vs. The
Registrar of Companies, vide Order No. CP-143/441/ND/2023 dated August 22, 2024.

b) Subsequently, the Company filed an appeal before the Honâble National Company Law
Appellate Tribunal (NCLAT), Principal Bench, New Delhi. The NCLAT, vide its order dated
February 7, 2025, directed that the penalty amount imposed by the NCLT on the Company, Mr.
Rajesh Goyal, Mr. Deepak Gupta, and Mr. Himanshu Garg be deposited within four weeks,
without prejudice to their rights to contest the actual amount of the penalty. In compliance with
the said order, the Company as well as directors have deposited the penalty amount, which
remains subject to the final outcome of the appeal.

35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities, the particulars as prescribed under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding
Conservation of Energy and Technology Absorption are not applicable to the Company.

36. FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under
review.

37. EXTRACT OF ANNUAL RETURN

Pursuant to sec 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management
and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companyâs website
at: https://realgrowth.co.in/wp-content/uploads/2025/05/mgt-7 2024.pdf

38. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws to the extent applicable.

39. HUMAN RESOURCE DEVELOPMENT

Your Company''s Human Resource Management focus continues to be in making available a talent
pool, for meeting challenges in the competitive market place, which is increasingly becoming
tougher. Development plans have been drawn up for key managers to shoulder higher
responsibilities as well as to increase their job effectiveness. Your Company always encourages
young personnel with their ideas and views. Management is easily accessible to the employees and
their problems are attended to promptly.

40. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 w.r.t
Corporate Social Responsibility are not applicable for the financial year 2024-25.

41. CORPORATE GOVERNANCE

During the year under review, the provisions relating to the Corporate Governance Report are not
applicable to the Company pursuant to Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

In accordance with Part E of Schedule V of the SEBI (LODR) Regulations, 2015, a compliance
certificate from a Practicing Company Secretary confirming the non-applicability of the Corporate
Governance Report for the financial year ended 31.03.2025 is annexed to the Boardâs Report as
Annexing V.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis Report,
for the financial year under review, is presented in a separate section forming a part of the Annual
Report as Annexure VI.

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the
Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company
Law Tribunal or other courts during the year 2024-2025.

44. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important & pertinent investor''s information such as financial results, policies/codes &
disclosures are made available on company''s website (www.realgrowth.co.in.) on a regular basis.

45. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2024-25 as per the
provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company
have made necessary disclosures as required under various provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

46. SECRETARIAL STANDARDS

Your directors state that applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly
followed by Company.

47. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT (UNCLAIMED SHARES)

Pursuant to Regulation 39 of SEBI (LODR) Regulations, 2015 reminder letters shall be sent to
shareholders whose shares remain unclaimed from the Company. Based on their response, such
shares shall be transferred to âSuspense Escrow Demat Accountâ as per the provisions of Schedule
VI of the SEBI (LODR) Regulations, 2015. The Regulation is not applicable to the Company for
the financial year 2024-25. The disclosure as required under Part F of Schedule V of the SEBI
(LODR) Regulations, 2015 are given below:

a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at
the beginning of the year: Nil

b. Number of shareholders who approached listed entity for transfer of shares from suspense
account during the year: Nil

c. Number of shareholders to whom the shares were transferred from suspense account during the
year: Nil

d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at
the end of the year: Nil

e. Voting rights on these shares shall remain frozen till the rightful owner of such shares claims
the shares. N.A.

48. DISCLOSURES OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

There are no such agreements subsisting, as mentioned under Clause 5A of paragraph A of Part-A
of Schedule III of SEBI (LODR) Regulations, 2015, therefore, no disclosure is required to be made.

49. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to investors, clients, vendors, regulatory
authorities, government authorities, bankers and all other business associates for their continued
co-operation and patronage and all the employees of the Company for their excellent performance
and teamwork.

By Order of the Board

For Real Growth Corporation Limited

Sd/- Sd/-

Deepak Gupta Himans hu Garg

Whole Time Director Director

DIN - 01890274 DIN: 08055616

Add:-D-9 Rana Pratap Road Flat No. 150 Tower-Magnolia, Gaur Saiindaryam,

Near Mosque Adarsh Nagar Techzone-04 Greater Noida West, Bishrakh,

Delhi-110033 Surjpur, Dist: Gautam Buddha Nagar, Uttar

Pradesh-201306

Date: 02.07.2025
Place: Greater Noida

Mar 31, 2024

Your Directors have pleased to presenting the 29th Annual Report of the Real Growth Corporation Limited (formerly
known as Real Growth Commercial Enterprises Limited) (the âCompanyâ or âRGCLâ) along with the Audited
Financial Statements for the Financial Year ending March 31, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended on March 31^st, 2024 is summarized as below:

(Rs Tn Lacs)

Particulars	For the financial year ended	For the financial year ended
Particulars	March 31, 2024	March 31, 2023
Total Revenue	108.92	109.72
Total Expenses	(241.31)	(866.68)
Profit before tax	(112.70)	(736.67)
Tax expense:	-	-
Current tax	-	-
Previous Year Tax	-	-
Deferred Tax	19.69	20.30
Profit/(Loss) for the period	(112.70)	(736.67)
Transfer to reserve	_-	_-

Notes:

1. The above figures have been extracted from the audited financial statements as per Indian Accounting Standard
(TND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. OPERATION AND STATE OF COMPANY''S AFFAIRS:

During the financial year under review, your Company''s total revenue is Rs. 108.92 Lakh as compared to total revenue
of Rs. 109.72 Lakh in the last year. The loss of your Company is Rs. 112.70 Lakh as compared to the loss of Rs.
736.67 Lakh in the last year.

As Company is in revival mode and soon there would be sharp rise in revenue and accordingly profits of the company.
Your Company is hopeful to earn profit in the ensuing years

Your Company looks forward to strengthen its operations by consistently focusing on embarking its profit for the
coming years.

3. REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BSE LIMITED

Your company has received a notice from the Bombay Stock Exchange, vide notice number 20240625-17 dated June
25, 2024, stating that the suspension of trading in the equity shares of the company will be revoked effective from
Wednesday, July 3, 2024. Pursuant to SEBT Circular No. SEBT/HO/CFD/CMD/CTR/P/2020/12 dated January 22, 2020
(formerly SEBT Circular No. SEBT/HO/CFD/CMD/CTR/P/2018/77 dated May 3, 2018), trading in the securities of the
company will resume in the âXTâ group.

Further, in reference to the Exchange notice no. 20181029-18 dated October 29, 2018, and as per the provisions of
Para (T)(e) of the said notice, the securities of the company shall also be moved out of âStage 3â of the GSM
framework, effective from Wednesday, July 3, 2024.

4. CHANGE IN THE NATURE OF THE BUSINESS:

There was no change in the nature of the business of the Company during the year under review.

5. CHANGE IN NAME OF THE COMPANY

During the year, the name of the company was changed from "Real Growth Commercial Enterprises Limited" to "Real
Growth Corporation Limited" pursuant to a resolution passed by the members of the company through a Postal Ballot
on October 16, 2023. The company also received in-principle approval from BSE Limited for the change of name on
October 10, 2023. The new name became effective upon obtaining a fresh Certificate of Incorporation from the
Registrar of Companies on November 17, 2023.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount from Profit and Loss Account to reserves during the year considering
the loss incurred during the year under review.

7. DIVIDEND

No Dividend is declared by the company during the period under review.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year
under review.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, the Company was not required to file any form with the IEPF/ Ministry of Corporate Affairs during
the year under review.

8. SHARE CAPITAL

The authorized share capital of the Company as on March 31,2024 was Rs.25,00,00,000/- (Rupees Twenty Five Crore
only) consisting of:

i. Rs.4,25,00,000 (Rupees Four Crore Twenty Five Lakhs Only) consisting of 42,50,000 (Forty Two Lakhs Fifty
Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each; and

ii. Rs.20,75,00,000 (Rupees Twenty Crore Seventy Five Lakhs Only) consisting of 20,75,000 (Twenty Lakhs
Seventy Five Thousand) 2% Redeemable Preference Shares of Rs.100/- (Rupees One Hundred Only) each.

The issued, subscribed and paid capital of the Company as on March 31 2024, is Rs.24,00,00,000/-(Rupees Twenty
Four Crore Only) consisting of:

i. Rs.4,00,00,000 (Rupees Four Crore Only) consisting of 40,00,000 (Forty Lakhs Thousand) Equity Shares of
Rs.10/- (Rupees Ten Only) each; and

ii. Rs.20,00,00,000 (Rupees Twenty Crore Only) consisting of 20,00,000 (Twenty Lakhs) 2% Redeemable
Preference Shares of Rs.100/- (Rupees One Hundred Only) each.

9. LISTING OF SHARES

The Company''s equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the financial
year 2023-24 has been paid to stock exchange.

Further, the Company has received approval from BSE Limited, vide ref. no LIST/COMP/SHB/420/2024-25 dated
August 07, 2024 for reclassification of erstwhile promoters as enumerated in the said communication from the
Promoters and Promoter Group category to Public Category of shareholders in accordance with the Regulation 31A
of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

10. DEMATERIALISATION OF SHARES

As on March 31, 2024, 86.14% of the Company''s total equity paid up capital representing 3,445,440 equity shares are
held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be
carried out in dematerialized form only. The Company has sent intimation to shareholders who hold shares in physical
form advising them to get their shares dematerialized.

11. SUBSIDIARY/ASSOCIATE/JOINT - VENTURE COMPANY

The Company do not have any Subsidiary, Associate or Joint Venture Company. Further, there is no company which
became or ceased to be its subsidiaries, joint ventures or associate companies during the year under review.

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-2024, the Company entered into transactions with related parties as defined under
Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in
the ordinary course of business and on armâs length basis and in accordance with the provisions of the Act read with
the Rules issued thereunder and Listing Regulations.

During the year under review, All Related Party transactions were reviewed and prior approved by the Audit
Committee and are in accordance with the Policy on Related Party Transactions formulated in accordance with the
provisions of the Act read with Rules issued thereunder and the Listing Regulations. The Board also reviewed and
approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a
Board approved policy on dealing with Related Party Transactions.

Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive
nature, entered in the ordinary course of business and are on armâs length basis in accordance with the provisions of
the Act read with Rules issued thereunder and the Listing Regulations.

The details of the related party transactions as per IND AS - 24 are set out in Note No. 29 to the Financial Statements
of the Company.

The Form AOC -2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is set out in the Annexure -I to this report.

13. DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount
on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with
the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sanjay Kumar Jha, Director (DIN:
07792067) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his reÂ¬
appointment as Director at the 29th Annual General Meeting of the Company. The Nomination and Remuneration
Committee while considering his appointment has checked the declaration of Mr. Sanjay Kumar Jha that he is not
debarred from holding the office by virtue of any SEBI Order or any other authority. Your Directors based on the
recommendation of Nomination and Remuneration Committee, recommends his re-appointment as Director liable to
retire by rotation. The Board recommends an Ordinary Resolution for your approval.

A brief resume and other details relating to the Director seeking re-appointment, as stipulated under Regulation 36(3)
of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished in the notice convening the Annual
General Meeting and forming a part of the Annual Report.

APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

During the year under review, Mrs. Ghazal Mittal (DIN: 06886928) was appointed as an Additional Independent
Director of the Company by the Board at its meeting held on 20 July, 2023 and the approved by the members of the
Company at the 28^th Annual General Meeting dated 19th day of August 2023 for a period of 5 years effective from
July 20, 2023.

As on the date of this report, Resignation of Mr. Surinder Kumar (DIN: 09076484) Non-Executive Independent
director of the Company with effect from close of business hours on August 30, 2024 has been accepted in the Board
of Directors meeting held on August 30, 2024.

15. KEYMANAGERIALPERSONNEL:

As on March 31, 2024, the Company has following Key Managerial Personnel as per the definition of Section 2(51)
read with Section 203 of the Companies Act 2013: -

S. No.	Names	Designation(s)
1	Mr. Deepak Gupta	Whole T ime Director
2.	Mr. Bhupendra Tiwari	Chief Financial Officer
3.	Mrs. Archana Pundir	Company Secretary Compliance Officer

As on the date of this report, following changes have occurred in the key managerial personnel of the Company:

1. Mrs. Archana Pundir, resignedfrom the post of Company Secretary and Compliance Officer on June, 28 2024,
owing to her unavoidable circumstances.

2. On the recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Sahil
Agarwal as Company Secretary and Compliance Officer w.e.f August 14, 2024.

16. INDEPENDENT DIRECTORS

The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the
Companies Act, 2013 and Rules made there under and meet with requirement of Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, entered into with the Stock Exchanges.

None of the Independent Directors on the Board of the Company serve as an Independent Director in more than Seven
(7) Listed Companies nor holds the position of Whole Time Director in any Listed Company. Independent Directors
of the Company have been appointed in accordance with the applicable provisions of the Companies Act, 2013 (âActâ)
read with relevant rules.

DECLARATION BY INDEPENDENT DIRECTOR (S)

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the
Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year
confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances
which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF INDEPENDENT DIRECTORS

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the SEBI (LODR)
Regulations, 2015 the Independent Directors held their separate meeting on February 10, 2024, without the attendance
of Non- Independent Directors and members of the management.

17. BOARD EVALUATION

Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the
Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify the manner for effective
evaluation of performance of the Board, its committees, individual directors and key managerial personnel (KMP).
The evaluation can be carried out by the Board or by the NRC or by independent agency. The NRC shall review its
compliance. Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015 state that the performance evaluation of independent directors shall
be done by the entire Board of Directors, excluding the director being evaluated.

18. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section
164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as
required under various provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015.

19. POLICY ON DIRECTOR Sâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence
of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consist of
7 members, one of whom is executive and three are non-executive Directors, and three independent directors. The
Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of
Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors
is as per the terms laid out in the nomination and remuneration policy of the Company.

20. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers)
Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, your Company has
adopted familiarization programs for Independent Directors and other directors to familiarize them with the Company,
their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management
structure, industry overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Company''s business model enabling them
to contribute effectively.

21. LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the Companies Act,
2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 are mentioned in the notes forming part of the financial statements.

22. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place adequate internal financial controls over financial reporting as per provision to Section
134(5)(e) of the Companies Act, 2013. These are reviewed periodically and made part of work instructions or
processes in the Company. The Company continuously tries to automate these controls to increase its reliability.

The Company has not identified inherent reporting risks for any major element in financial statements and put in place
controls to mitigate the same. These risks and the mitigation controls are revisited periodically in the light of changes
in business, IT Systems, regulations and internal policies. Corporate Accounts function is involved in designing large
process changes as well as validating changes to IT systems that have a bearing on the books of account.

The Company in preparing its financial statements makes judgment and estimates based on sound policies. The basis
of such judgments and estimates are also approved by the Audit Committee of the Company in consultation with the
Statutory Auditors of the Company. The management periodically compares the actual spends against the estimates
and makes necessary adjustments to the same based on changes noticed.

All internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides
strategic guidance on internal control.

For the financial year ended March 31, 2024, your directors are of the opinion that the Company has adequate IFC
commensurate with the nature and size of its business operations and it is operating effectively and no material
weakness exists.

23. NUMBER OF MEETINGS OF THE BOARD

The 8 meetings of the board were held during the year on the following dates:

S. No.	NUMBER OF MEETING	DATE OF MEETING	S. No.	NUMBER OF MEETING	DATE OF MEETING
1	1^st	25.05.2023	5	5th	09.09.2023
2	2^nd	12.08.2023	6	6th	16.10.2023
3	3^rd	09.08.2023	7	7th	10.11.2023
4	4th	18.08.2023	8	8th	10.02.2023

The maximum interval between any two meetings did not exceed 120 days.

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ending March 31, 2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial statements 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 as at March 31, 2024 and profit/Loss of the Company for that
period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d) annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that such internal financial controls were adequate and were
operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
system was adequate and operating effectively.

25. AUDIT COMMITTEE
a. Composition:

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation,

2015, the Companyâs Audit Committee comprise of majority of the Independent Directors. All the members of the

Committee have relevant experience in financial matters. The details of the composition of the Committee are set out

in the following table:

S. No.	Name	Designation
1.	Mrs. Gazal Mittal	Chairperson (Non-Executive & Independent Director)
2.	Mr. Arvind Garg	Member (Non-Executive & Independent Director)
3.	Mr. Sanjay Kumar Jha	Member ((Non-Executive & Non-Independent Director)

Note: This Committee have been reconstituted w.e.f. August 30, 2024.
b. Details of Meetings:

The Audit Committee met 5 (five) times during the year ended on 31st March, 2024. These were held on 25.05.2023,
12.08.2023, 16.10.2023, 10.11.2023 & 10.02.2024. The intervening period between two meetings was well within the
maximum time gap of 120 days as prescribed under Listing Regulation norms.

26. NOMINATION AND REMUNERATION COMMITTEE
a. Composition:

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulation,
2015, the Companyâs Nomination and Remuneration Committee comprise of three Non-Executive Independent/Non-
Executive Non-Independent Directors. Out of which 2 are Non-Executive Independent Directors and 1 is NonÂ¬
Executive Non-Independent Director. The details of the composition of the Committee are set out in the following
table:

S. No.	Name	Designation
1.	Mr. Arvind Garg	Chairman (Non-Executive & Independent Director)
2.	Mr. Himanshu Garg	Member (Non-Executive & Non-Independent Director)
3.	Mrs. Gazal Mittal	Member (Non-Executive & Independent Director)

Note: This Committee have been reconstituted w.e.f. August 30, 2024.
b. Details of Meetings:

The Nomination and Remuneration Committee met 4 (Four) times during the year ended on 31st March, 2024. These
were held on 25.05.2023, 12.08.2023, 10.11.2023 & 10.02.2024.

27. STAKEHOLDER RELATIONSHIP COMMITTEE

a. Composition:

S. No.	Name	Designation
1.	Mr. Arvind Garg	Chairman (Non-Executive & Independent Director)
2.	Mr. Himanshu Garg	Member (Non-Executive & Non-Independent Director)
3.	Ms. Gazal Mittal	Member (Non-Executive & Independent Director))

Note: This Committee have been reconstituted w.e.f. August 30, 2024.
b. Details of Meetings:

The Stakeholder Relationship Committee met 4 (Four) times during the year ended on 31st March, 2024. These were
held on 25.05.2023, 12.08.2023, 10.11.2023 & 10.02.2024.

28. AUDITORS AND AUDITORâS REPORT

i. STATUTORY AUDITORS

At the 28th Annual General Meeting held on 19th August, 2023 M/s. AD Gupta and Associates, Chartered
Accountants (Firm Registration No- 018763N) were appointed as Statutory Auditors of the Company to hold office
from conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the
Company. Further, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Company has received a communication from the Statutory Auditors to the effect that their appointment, if made,
would be in compliance with the provisions of Section 139, 141 of the Act and rules framed thereunder.

During the year under review, the Audit Committee reviewed the independency, objectivity of the Auditors and the
effectiveness of the audit process. The Auditors attended the Annual General Meeting of the Company held during
the year under review.

ii. SECRETARIAL AUDITORS

In terms of Section 204 of the Act, the Board of Directors at their meeting held on 10/02/2024 has appointed Mr.
Sachin Kumar Shrivastva Company Secretary, (Certificate of Practice No - 21674), as Secretarial Auditor of the
Company to conduct an audit of the secretarial records for the financial year 2023-24.

The Company has received consent from, Company Secretary Mr. Sachin Kumar Shrivastva to act as Secretarial
Auditor for conducting audit of the Secretarial records for the financial year ending 31 st March 2024.

iii. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made there under, the
provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

iv. STATUTORY AUDITORS'' REPORT

The Auditors'' Reports for the financial year 2023-2024 does contain qualification, reservation or adverse remark.
Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation under section 134 of the Companies Ac, 2013. The Auditors''
Report is enclosed with the financial statements in this Annual Report.

S. No.	Particular
1.	Non Compliance of section 186 under Companies Act 2013 for the Financial year 2019-2020.
2.	Statutory Dues which have not been deposited the following:
	a. Disputed amount of Rs. 19,79,65,616/-
	b. undisputed amount of Rs. 1,31,86,997/-

v. The Secretarial Auditors'' Report (Form MR-3) for the financial year 2023-2024 is set out in Annexure-II to
this report. The Secretarial Audit Report contained qualification, reservation or adverse remarks which are as
under:

Sr.

No.

Secretarial Auditors adverse remarks

Board comments on Secretarial Auditors Report

There is delay in submission of Annual
Secretarial Compliance Report under
regulation 24 (A) of SEBI (LODR), 2015
for the FY 2022-23. The said regulation is
however not applicable to the Company
but the company has filed it voluntary.

Non-applicability of Regulation 24(A) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 as per Regulation 15(2) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instance of
fraud Committed against the company by its officers or employees under section 143(12) of the companies act, 2013

30. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in
the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when Trading Window is closed. Further no director/ KMPâs has not traded in the shares of the company. The
Company has maintained the Structural Digital Database (SDD) under the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions
of the Act read with Rules issued thereunder and the Listing Regulations. The details of the Nomination and
Remuneration Policy are set out in the Corporate Governance Report which forms part of this Report.

The Nomination and Remuneration Policy of the Company provides that the Nomination and Remuneration
Committee, shall formulate the criteria for appointment of Executive, Non - Executive and Independent Directors on
the Board of Directors of the Company and Persons in Senior Management of the Company, their remuneration
including determination of qualifications, positive attributes, independence of Directors and other matters as provided
under Section 178 (3) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being
in force).

33. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPâS :

The Company has paid remuneration to Mr. Deepak Gupta, whole time director, Mr. Bhupendra Tiwari, CFO and
Mrs. Archana Pundir, Company Secretary during the year under review.

34. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has identified risks that
may threaten its existence. The Company has framed a risk management policy. The Company has a well-defined
process to ensure risks are identified and steps to treat them are put in right place at the right level in the management.
The operating managers are responsible for identifying and putting in place mitigation plan for operational and process
risks. Key Strategic and business risks are identified and managed by the senior leadership team in the organization.

The risks identified are updated along with the mitigation plans as part of the annual planning cycle. The mitigation
plans are then woven into the plans/ initiatives for each function and are monitored accordingly. The senior leadership
reviews the status of the initiatives as part of business review meetings.

Pursuant to Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Company is not required to constitute a risk management committee.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy which is in the compliance with the provisions of
Section 177 (10) of the Act and Regulation 22 of the Listing Regulations.

In line with the commitment of the Company to open communications, the Policy provides protection to the employees
and business associates reporting unethical practices and irregularities and also encourages employees and business
associates to report incidence of fraud.

No incidents have been reported during the year under review.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

On the request of the Company, The Punjab National Bank (âBankâ) has sanctioned the One-Time Settlement (OTS)
of the outstanding dues of the company and communicated its approval vide its Sanction Letter dated January 01,
2024. The OTS amount was to be paid on or before April 30, 2024. The Company has requested the bank for extension
of time till 31^st December 2024. The sum of Rs.5.25 Crore (Rupees Five Crore Twenty Five Lakhs Only) has been
paid till date.

37. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

As of March 31, 2024, there were no significant or material orders passed by any regulators, courts, or tribunals that
could impact the going concern status and future operations of the company.

However, the company has received an Order from the National Company Law Tribunal (NCLT), New Delhi Bench-
V, under Section 441 read with Sections 96 and 99 of the Companies Act, 2013, in the matter of M/S Real Growth
Commercial Enterprises Limited & Others versus The Registrar of Companies, vide order number CP-
143/441/ND/2023 dated August 22, 2024. The company is in the process of filing an appeal or review against this
order at appropriate Forum.

38. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the trading and real estate business, the Company does not consume substantial
energy. It is the policy of the management to keep abreast of technological developments in the field in which the
Company is operating and to ensure that the Company uses the most suitable technology.

The information pertaining to conservation of energy, research & development, technology absorption and foreign
exchange earnings and outgo pursuant to Section 134(3) (m) of the Act: read with Rule 8(3) of Companies (Accounts)
Rules, 2014 is given hereunder and forms part of the Board''s Report.

A. Conservation of Energy : Nil

B. Technology Absorption, Adoption and Innovation : Nil

C. Foreign Exchange Earnings and Outgo : Nil

39. EXTRACT OF ANNUAL RETURN

Pursuant to sec 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return can be accessed at Companyâs website at:
realgrowth.co.in/wp-content/uploads/2024/08/annual-return mgt-7 2023 rgcl.pdf

40. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws to the extent applicable.

41. EMPLOYEES REMUNERATION

In accordance with the Act read and Rules made there under, none of the employee falls under the purview of the said
provisions, who is drawing remuneration in excess of the limits as specified under the Act.

42. HUMAN RESOURCE DEVELOPMENT:

Your Company''s Human Resource Management focus continues to be in making available a talent pool, for meeting
challenges in the competitive market place, which is increasingly becoming tougher. Development plans have been
drawn up for key managers to shoulder higher responsibilities as well as to increase their job effectiveness. Your
Company always encourages young personnel with their ideas and views. Management is easily accessible to the
employees and their problems are attended to promptly.

43. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 read with Schedule VII of the Act w.r.t Corporate Social Responsibility is not applicable
to your Company.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Management Discussion & Analysis Report, for the financial year under review,
is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as Annexure -
III

45. CORPORATE GOVERNANCE

As Per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance
with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of Sub-Regulation
(2) of regulation 46 and Para C, D and E of Schedule V not apply to Company having Paid up Equity Share Capital
not Exceeding Rupees Ten Crore and Net Worth not exceeding Twenty-Five Crore as on the last day of previous
financial year.

The Company is covered under the Limit as Prescribed in regulation 15(2) of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015, therefore Company in not required to comply with said provisions.

46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company, under the
Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during
the year 2023-2024.

47. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor''s information such as financial results, policies/codes, disclosures and project
updates are Made available on the company''s website (www.realgrowth.co.in.) on a regular basis.

48. SECRETARIAL STANDARDS

Your directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

49. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to investors, clients, vendors, regulatory authorities,
government authorities, bankers and all other business associates for their continued co-operation and patronage and
all the employees of the Company for their excellent performance and teamwork.

By Order of the Board

For Real Growth Corporation Limited

Sd/- Sd/-

Himanshu Garg Deepak Gupta

Director Whole Time Director

DIN: 08055616 DIN - 01890274

Flat No. 150 Tower-Magnolia, Gaur Saundaryam, Add:-D-9 Rana Pratap Road Near

Techzone-04 Greater Noida West, Bishrakh, Surjpur, Mosque Adarsh Nagar

Dist: Gautam Buddha Nagar, Uttar Pradesh-201306 Delhi-110033

Date: 30.08.2024
Place: New Delhi

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with Audited Accounts of the Company for the financial year ended on March 31,2015.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on March 31,2015 is summarized as below:

Figures for Current Figures for Current Particulars Reporting Period Reporting Period ended March 31, ended March 31, 2015 2014

Total Revenue 1,54,11,62,813 1,72,17,48,191

Total Expenses 1,52,83,87,760 1,69,69,30,818

Profit before tax 2,48,17,372

Tax expense:

Current tax 44,51,868 49,87,046

Previous Year Tax (19,181) 22,435

MAT C redit (Entitlement

Deferred tax Liability (Assets) (2,49,637) (7,41,948)

Pro fit/(Loss) for the period 73,46,622 2,18,20,288

Transfer to reserve 25,27,635 1,71,40,488

OPERATIONS

During the financial year 2014-15, y our Company has earned total revenue from operations Rs.1541 Lacs (Previous year Rs.1721 Lacs). During the year net profit of the Company has been remain under pressure to Rs.73 Lacs.

Yours directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current financial year.

DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended dividend at the stipulated rate of Rs. 2/- per Sh are on fully paid up 20,00,000, 2% Cumulative Redeemable Preference Shares of Rs. 100/- each of the Company for the year ended 31st March 2015; and in view of the need to conserve resources of the Company, your directors do not recommend any dividend on Equity Shares.

TRANSFER TO RESERVES

During the year under review, Rs. 25,27,635/ - has been transferred to Reserves.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of the business of the Company during the year under review. There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2015 and the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the financial year 2014-15 as prescribed in the Form MGT-9 is given in the Annexure Â 1 forming part of this Report.

SUBSIDIARY COMPANY

The Comp any does not have any subsidiary company. Further there is no company which became or ceased to be its subsidiaries,joint ventures or associate companies during the year.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are repetitive in nature and are entered on arm s length basis & were in the ordinary course of business and compliance with the applicable provisions of the Companies Act, 2013. The information relating to particulars of contracts, or arrangements with related party prepared under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rule, 2014 is annexed with this Report in Form AOC-2 as Annexure Â 2.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Yo ur Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ORDERS PASSED BY THE REGISTRARS OR COURTS OR TRIBUNALS

There is no significant and material orders passed by the registrars or courts or tribunals impacting the going concern status and company s operation in future.

INTERNAL FINANCIAL CONTROLS

A strong internal control culture is prevalent in the Company. A formalized system of internal controls facilitates effective compliance with Clause 49 of the Listing Agreement. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls, significant audit observations and recommendations along with corrective actions thereon are presented to the Committee /Board and to maintain its objectivity and independence. The Internal Auditor monitors the compliance with the objective of providing to the Committee/Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organization s governance processes.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mr. Jai Bhagwan Goyal is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment in the ensuing Annual General Meeting.

II. APPOINTMENT

Ms. Shruti Gupta, Mr. Ashok Kumar and Mr. Ramakant were appointed as the Additional Directors (Non- Executive Director) by the Board with effect from 30/03/2015 in the category of the independent directors to comply with the requirement of Clause 49 of the Listing Agreement. The Comp any has received notices in writing from the members signifying their candidature for the office of directors of the Company. Ms. Shruti Gupta, Mr. Ashok Kumar and Mr. Ramakant are independent to the management and the Board recommended for their appointment in the ensuing Annual General Meeting pursuant to Section 150 and all other applicable provisions, if any, of the Companies Act, 2013.

Mr. Deepak Gupta was appointed as an Additional Director with effect from 27.10.2014. The Company has received a notice in writing from the members signifying his candidature for the office of directors of the Company. The Board recommends for his appointment for the office of directors in the ensuing Annual General Meeting of the Company pursuant to Section 152 and all other applicable provisions, if any, of the Companies Act, 2013.

III. KEY MANAGERIAL PERSONNEL

During the year, Mrs. Geeta Goswami appointed as the Company Secretary with effect from 21.05.2014 pursuant to Section 203 of the Companies Act, 2013.

Brief resume of the Directors proposed to be re-appointed/ appointed, nature of their expertise in specific functional areas and names of Companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Explanatory Statement attached to the Notice of the ensuing Annual General Meeting of the Company.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

STATUTORY AUDIT AND REPORT

M/s. Serva Associates, Chartered Accountants, (Registration No.: 000272N), New Delhi, were appointed as Statutory Auditors of the Company for a term of 3 years at the 19th Annual General Meeting of the members of the Company held on 24.09.2014, subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting. Pursuant to Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors needs to be ratified at the 20th Annual General Meeting; and being eligible, offers themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and who has subjected itself to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Board of Directors recommended their re-appointment in the ensuing Annual General Meeting by way of ratification pursuant to Section 139 and all other applicable provisions, if any, of the Companies Act, 2013.

There are no adverse qualifications in the report of the Auditor under review. The observation made in the Auditors' Report read with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Company has formulated a Nomination and Remuneration Policy as per Annexure Â 3. Details are provided in Corporate Governance Report.

SECRETARIAL AUDIT AND REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Richa Sharma & Associates, Company Secretaries, New Delhi, to undertake the Secretarial Audit of the Company for financial year 2014-15.

As required under Section 204 (1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit Report from M/s. Richa Sharma & Associates, Company Secretaries, New Delhi.

The Secretarial Audit Report in this regard is attached herewith as Annexure Â 3 to this Report and Management reply/clarification on the comments / observations by the Secretarial Auditor are annexed to this Report.

LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loan during the year.

RISK MANAGEMENT POLICY

In line 'with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas and monitor the same. The Board periodically reviews the risks and suggests steps to be taken to control the risks.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the Management.

VIGIL MECHANISM

A fair and transparent work culture has been core to the Company. To meet this objective, the Company had laid down the Vigil Mechanism /Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company s code of conduct or ethics policy. This mechanism provides for adequate safeguards against victimisation of director/employee who avails of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the trading of steel and real state business, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology.

The information pertaining to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder and forms part of the Board s Report.

(A) Conservation of Energy: Nil

(B) Technology Absorption, Adoption and Innovation! Nil

(C) Foreign Exchange Earnings and Outgo! Nil

BOARD OF DIRECTORS PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Yo ur Company has complied with all the applicable laws to the extent applicable.

SHARE CAPITAL

Yo ur Company had not issued shares with differential voting rights nor granted/issued any employee stock option or sweet equity during the year under review.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Comp any has in place Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013.

The following is the summary of the complaints received and disposed off during the financial year: 2014- 15:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

EMPLOYEES REMUNERATION

In accordance with the Companies Act, 2013 read and Rules made there under, none of the employee fall under the purview of the said provisions who is drawing remuneration in excess of the limits as specified under the Act, 2013.

LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed at Delhi Stock Exchange Limited. The Company has also paid the annual custody fee for the year 2015-16 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 , the Directors confirm that:

a. In the preparation of the Annual Accounts for the financial year ended 31st M arch, 2015 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the Company for that financial year;

c. Proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. The Annual Accounts on a 'going concern' basis; and

e. Internal financial controls to be followed by the Company and that such internal finance controls are adequate and were operating effectively.

Internal financial controls mea ns the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

f. Proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

It is stated in and forms part of Corporate Governance Report.

DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

The Company did not pay any remuneration to directors during the year. Remuneration of company Secretary (KMP) is as per policy of the Company

HUMAN RESOURCE DEVELOPMENT

Your Companys Human Resource Management focus continues to be in making available a talent pool, for meeting challenges in the competitive market place, which is increasingly becoming tougher. Development plans have been drawn up for key managers to shoulder higher responsibilities as well as to increase their job effectiveness. Your Company always encourages young personnel with their ideas and views. Management is easily accessible to the employees and their problems are attended to promptly. The employer Â employee relations remained cordial at all the plants of the Company and peaceful throughout the year.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion and Analysis Report is set out as the annexure and forming part of the Board s Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to investors, clients, vendors, bankers and all other business associates for their continued co-operation and patronage and all the employees of the Company for their excellent performance and teamwork.

By Order of the Board of Directors

For Real Growth Commercial Enterprises Ltd (Jai Bhagwan Goyal) Director Place: New Delhi DIN-00014074

Date: 10/08/2015

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

Real Growth Corporation Ltd. पर और जानकारी

Real Growth Corporation Ltd. कंपनी का विवरण
कंपनी का प्रोफाइल
कंपनी का इतिहास
मैनेजमेंट टीम
पूंजी ढांचा
प्रॉडक्ट मिक्स
बैंकर/ऑडीटर/रजिस्ट्रार
Real Growth Corporation Ltd. मुख्य वित्तीय अनुपात
अनुपात
Real Growth Corporation Ltd. परिणाम
तिमाही परिणाम
छहमाही परिणाम
नौ महीने के परिणम
वार्ष‍िक परिणाम
Real Growth Corporation Ltd. Financial Data
ऑडिट के परिणाम
नकदी प्रवाह
बैलेंस शीट
Real Growth Corporation Ltd. की रिपोर्ट
लेखा नीति
ऑडीटर की रिपोर्ट
निदेशक की रिपोर्ट
खाते के लिये नोट
Real Growth Corporation Ltd. कॉर्पोरेट घोषणाएं
बुक क्लोज़र
बोर्ड की मीटिंग
नाम में परिवर्तन

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Real Growth Corporation Ltd. के निदेशक की रिपोर्ट

1. FINANCIAL RESULTS:

Notes:

2. OPERATION AND STATE OF COMPANYâS AFFAIRS:

3. REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BSELIMITED

4. CHANGE IN THE NATURE OF THE BUSINESS:

5. TRANSFER TO RESERVES:

6. DIVIDEND

7. SHARE CAPITAL

8. LISTING OF SHARES

9. DEMATERIALISATION OF SHARES

10. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINTVENTURE ASSOCIATE COMPANIES

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

12. PUBLIC DEPOSITS

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION:

B. APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

C. COMPOSITION OF DIRECTORS

D. KEY MANAGERIAL PERSONNEL:

14. NUMBER OF MEETINGS OF THE BOARD

15. DECLARATION BY INDEPENDENT DIRECTOR(S)

16. MEETINGS OF INDEPENDENT DIRECTORS

17. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

18. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

20. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

21. AUDIT COMMITTEE

The details of the composition of the Committee are set out in the following table:

b. Details of Meetings:

22. NOMINATION AND REMUNERATION COMMITTEEa. Composition:

Note: This committee has been reconstituted w.e.f. 08.03.2025b. Details of Meetings:

23. STAKEHOLDER RELATIONSHIP COMMITTEEa. Composition:

Note: This committee has been reconstituted w.e.f. 08.03.2025b. Details of Meetings:

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

25. AUDITORS AND AUDITORâS REPORT

i) STATUTORY AUDITORS

ii) INTERNAL AUDITORS

iii) SECRETARIAL AUDITORS

iv) COST AUDITORS

v) STATUTORY AUDITORS REPORT

vi) SECRETARIAL AUDITORS REPORT

26. REPORTING OF FRAUDS BY AUDITORS

27. PREVENTION OF INSIDER TRADING

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OFWOMEN AT WORK PLACE

29. NOMINATION AND REMUNERATION POLICY

30. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL ANDEMPLOYEES

31. RISK MANAGEMENT POLICY

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF THE COMPANY

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

36. FOREIGN EXCHANGE EARNINGS AND OUTGO

37. EXTRACT OF ANNUAL RETURN

38. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

39. HUMAN RESOURCE DEVELOPMENT

40. CORPORATE SOCIAL RESPONSIBILITY

41. CORPORATE GOVERNANCE

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

44. ADDITIONAL INFORMATION TO SHAREHOLDERS

45. STATUTORY DISCLOSURES

46. SECRETARIAL STANDARDS

47. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMEDSUSPENSE ACCOUNT (UNCLAIMED SHARES)

1. FINANCIAL RESULTS:

Notes:

2. OPERATION AND STATE OF COMPANY''S AFFAIRS:

3. REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BSE LIMITED

4. CHANGE IN THE NATURE OF THE BUSINESS:

5. CHANGE IN NAME OF THE COMPANY

6. TRANSFER TO RESERVES:

7. DIVIDEND

8. SHARE CAPITAL

9. LISTING OF SHARES

10. DEMATERIALISATION OF SHARES

11. SUBSIDIARY/ASSOCIATE/JOINT - VENTURE COMPANY

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

13. DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

15. KEYMANAGERIALPERSONNEL:

2. OPERATION AND STATE OF COMPANYâS AFFAIRS:

3. REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BSE
LIMITED

10. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT
VENTURE ASSOCIATE COMPANIES

22. NOMINATION AND REMUNERATION COMMITTEE
a. Composition:

Note: This committee has been reconstituted w.e.f. 08.03.2025
b. Details of Meetings:

23. STAKEHOLDER RELATIONSHIP COMMITTEE
a. Composition:

Note: This committee has been reconstituted w.e.f. 08.03.2025
b. Details of Meetings:

24. DIRECTORSâ RESPONSIBILITY STATEMENT:

25. AUDITORS AND AUDITORâS REPORT

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE

30. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

47. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT (UNCLAIMED SHARES)

19. POLICY ON DIRECTOR Sâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

25. AUDIT COMMITTEE
a. Composition:

Note: This Committee have been reconstituted w.e.f. August 30, 2024.
b. Details of Meetings:

26. NOMINATION AND REMUNERATION COMMITTEE
a. Composition:

Note: This Committee have been reconstituted w.e.f. August 30, 2024.
b. Details of Meetings:

28. AUDITORS AND AUDITORâS REPORT

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

33. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPâS :

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

38. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (IBC)

Date: 30.08.2024
Place: New Delhi