Dear Members,

Your Directors are pleased to present the 28th Annual Report of the Real Growth
Commercial Enterprises Limited (the “Company” or “RGCEL") along with
the summary of Audited Standalone and Consolidated Financial Statements for the Financial
Year ended March 31, 2023. 

FINANCIAL RESULTS :

The financial performance of the Company for the financial year ended on March 31%,
2023 is summarized as below:


  

    

    
Figures for Current
    
Figures for Current
  
  

    
Particulars
    
Reporting Period ended
    
Reporting Period ended
  
  

    

    
March 31, 2023
    
March 31, 2022
  
  

    

    
(Figures are in Rs. Lacs)
    
(Figures are in Rs. Lacs)
  
  

    
Total Revenue
    
109.72
    
165.59
  
  

    
Total Expenses
    
(866.68)
    
(173.05)
  
  

    
Profit before tax
    
-
    
-
  
  

    
Tax expense:
    
-
    
-
  
  

    
Current tax
    
-
    
-
  
  

    
Previous Year Tax
    
}
    
}
  
  

    
Deferred Tax
    
20.30
    
(6.46)
  
  

    
Profit/(Loss) for the period
    
(736.66)
    
(1)
  
  

    
Transfer to reserve
    
-
    
-
  


The Company has already adopted Indian Accounting Standard (referred to as ‘Ind
AS') with effect from 1 April 2017 and accordingly these financial results along with the
comparatives have been prepared in accordance with the Recognition and measurement
principles stated herein, prescribed under Section 133 of the Companies Act, 2013
(“Act”) read with the relevant Rules framed thereunder and the other accounting
principles generally accepted in India. 

OPERATION :

Your Company witnessed 109.72 lacs Revenue during the Financial Year 2022-23 but the
overehead expenses were( 866.68) Lacs so no profit earned by the company during the period
under review 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 henceforth. 

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

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. 

DIVIDEND

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

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, 2023 and the date of this report. 

EXTRACT OF ANNUAL RETURN:

Extract of Annual return is attached in the report as Annexure - 1

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

SUBSIDIARY/ASSOCIATE/JOINT - VENTURE COMPANY

The Company do not have any subsidiary, associate or joint venture 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. 

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2022-2023, 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 arm''s length basis and in accordance with the provisions of the Act read with the
Rules issued thereunder and Listing Regulations. 

All transactions with related parties were reviewed and 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. 

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 arm's 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. 

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

Your Company has not accepted any deposits within the meaning of Section 73 of the Act
and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. 

PENDING LITIGATIONS WITH CUREENT STATUS: a) Case No CS COMM./303/2020, Mukesh Gupta
(HUF) Vs. Real Growth Commercial Enterprises Limited & Others regarding
Non-registration of Sale deed. Now the matter is listed on 23.11.2023 b) Case No CS
COMM./304/2020, Smt. Sunita Gupta Vs. Real Growth Commercial Enterprises Limited &
Others regarding Non-registration of Sale deed. Now the matter is listed on 23.11.2023 c)
Case No CS COMM./305/2020, Shri Mukesh Gupta Vs. Real Growth Commercial Enterprises
Limited & Others regarding Non-registration of Sale deed. Now the matteris listed on
23.11.2023 d) Case No W.P. (C)/3821/2020, Shri Sunil Goel Vs. Securities and Exchange
Board of India & Others regarding promoters disputes regarding shareholding.
Reclassification thereof from Promoters to Non-Promoters is under process and next date of
hearing is 4.08.2023. e) cs COMM)/145/2023,5Saurabh Bhalotia before District And Sessions
Judge, North, Delhi Court No. 307 next date of hearing Aug 29th 2023 f) cs COMM)/146/2023
Kanta Bhalotia before District And Sessions Judge, North, Delhi Court No. 307 next date of
hearing Aug 29th 2023 However, the Company is trying to settle the matters with the
complainant/s and till date no adverse Order has been passed by the Court which adversely
effects the Company. 

DIRECTOR S AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajesh Goyal Director retires by rotation at
the ensuing Annual General Meeting and being eligible for offer himself for reappointment

As on March 31, 2023, Mr. Rajesh Goyal Director, Mr. Deepak Gupta Whole Time Director
Mr. Himanshu Garg Drector , Mr Sanjay Kumar Jha Director and Mr. Arvind Garg and Mr.
Surinder Kumar and Mrs Gazal Mittal as Independent Directors, Mr. Bhupendra Tiwari Chief
Financial Officer, and Mrs. Archana Pundir Company Secretary are the (Key Managerial
Personnel) of the Company in accordance with the provisions of sections 2(51) and 203 of
the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014. 

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. 

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and Corporate Governance requirements as prescribed by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. 

POLICY ON DIRECTOR S' APPOINTMENT AND REMUNERAT ION AND OT HER DETA ILS

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, 2023, the Board consist of 8 members, one of whom is executive
and four 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 directors' 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. 

FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A formal familiarization programme was conducted about the amendments in the Companies
Act, 2013, Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and all other applicable laws of the Company. The Company
familiarizes its Independent Directors with their roles, rights, responsibilities in the
Company, nature of the Industry in which the Company operates, etc., through various
programmes. These include orientation programmes upon induction of new Director, as well
as other initiatives to update the Directors on an ongoing

SHARE CAPITAL

During the year under review, the Company has not issued, or allotted any equity shares
with or without differential voting rights. The Paid-up Equity Share Capital of the
Company as at March 31, 2023 stood at 40000000 divided into 4000000 Equity shares of
"10/- each and 2000000 cumulative Redeemable preference shares of Rs 100/- 

LOANS, GUARANTEES OR INVESTMENTS

The Company has given loan, guarantee and made investment in compliance with the
provisions of Section 186 of the Act read with the Companies (Meeting of Board and its
Powers) Rules 2014 during the year under review as per financial statements. 

INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate internal financial controls over financial
reporting. 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 periodically conducts physical verification of inventory, fixed assets and
cash on hand and matches them with the books of account and found tallied. 

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. The Company gets its account
audited every quarter by its Statutory Auditors as per the requirement of SEBI (LODR)
Regulations, 2015, as amended from time to time. NUMBER OF MEETINGS OF THE BOARD

The 8 meetings of the board were held during the year. For details of the meetings of
the board, please refer to the corporate governance report, which forms part of this
report. The maximum interval between any two meetings did not exceed 120 days. 

DIRECTORS

|. RETIREMENT BY ROTATION

Mr. Rajesh Goyal, Director (DIN- 01339614) is liable to retire by rotation at the
ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Act,
read with the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) thereof for the time being in force), and the
Articles of Association of the Company, and being eligible have offered himself for
re-appointment. Appropriate matter for his re appointment is being placed for the approval
of the shareholders of the Company at the ensuing AGM. The brief resume of the Director
and other related information has been detailed in the Notice convening the 28thAGM of the
Company. The Directors have recommended his re appointment as Director of the Company,
subject to approval of members. 

AUDITORS AND AUDITOR'S REPORT

The Board in terms of provisions of Section 139 read with the Companies (Audit and
Auditors) Rules, 2014 and other applicable provisions, if any, of the Act (including any
statutory modification or re-enactment thereof for the time being in force) and the Rules
made thereunder, as amended from time to time, recommends appointment of M/s AD Gupta and
Associates, Chartered Accountants (Firm Registration No- 018763N) as Statutory Auditors of
the Company for another period of 5(yrs)to hold the office from the conclusion of the
ensuing Annual General Meeting till the conclusion of Annual General Meeting to be held in
year 2028 to examine and audit the accounts of the Company, on such remuneration as may be
mutually agreed upon between the Board of Directors of the Company and the Auditors. 

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. 

There are some adverse qualifications in the report of the Statutory Auditors on
Financial Statements of the financial year 2022-23. 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,


  

    
S. No.
    
Particular
  
  

    
1.
    
Non Compliance of section 186 under Companies Act 2013
  
  

    
2.
    
Statutory Dues which have not been deposited of Rs. 15,71,60,492/-
  


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 Company's 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/KMP's has traded in
the shares of the company. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for
sexual harassment at workplace and has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under. No complaint has been received for sexual harassment of women at
work place by the Company during the financial year. 

SECRETARIAL AUDITOR

In terms of Section 204 of the Act, the Board of Directors at their meeting held on
25.05.2023 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 2022-23. 

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 31st March 2023. As per the provisions of Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Mr. Sachin Kumar Shrivastva Practicing Company Secretary, had
undertaken secretarial audit of the Company for the FY 2022 23. The Audit Report states
that the Company has complied with the provisions of the Act, Rules, Regulations and
Guidelines and that there are no deviations or non-compliances related to the year under
review except as provided hereunder. 

The Secretarial Audit Report for the financial year ended 31st March 2023 is set out in
Annexure 3 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
  
  

    
1
    
Delay in disclosure and filing with stock exchange for 1st and 2nd
    quarter Delay in payment of listing fee.
    
[There were some delay s but compliance is done The fee of
    Rs.15,57,912/- was paid by the company which includes Interest Amount also.
  
  

    
3
    
BSE has placed the securities of the company under “Stage III”
    of GSM framework w.e.f 12th November, 2021 vide its notice no. 20211111-10 dated 11th
    November, 2021.
    
[BSE has placed the securities of the [company under “Stage
    III” of GSM [framework w.e.f 12th November, 2021 [suitable replies has been forwarded
    to Bse in this regard and request was also send to remove company's from the same as
    necessary documentation has been done in this regard
  
  

    
4
    
BSE has suspended the securities w.e.f 27th May, 2022 vide its notice
    no. 20220526-11dated 26th May, 2022.
    
[Trading in Securities suspended as on date a request alongwih necessary
    documents sent to bse with request to revoke suspension
  


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). 

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. 

VIGIL MECHANISM

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

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 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 Qutgo : Nil

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

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

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company 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: 2022-23:


  

    
No. of complaints received
    
: NIL
  
  

    
No. of complaints disposed
    
off : NIL
  


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. 

DIRECTORS' RESPONSIBILITY STATEMENT

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

In the preparation of the Annual Accounts for the financial year ended 31st March 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures; 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 Loss of the Company for that financial year; 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;
The Annual Accounts on a 'going concern' basis; and Internal financial controls to be
followed by the Company and that such internal finance controls are adequate and were
operating effectively. 

“Internal financial controls” means 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; Proper systems to ensure
compliance with the provisions of all applicable laws and that such system was adequate
and operating effectively. 

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported under section
143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, the details of which need to be reported in the Board's Report. DISCLOSURES
RELATED TO REMUNERATION OF DIRECTORS AND KMP'S : The Company has paid remuneration to its
whole time director i.e. Mr. Deepak Gupta, Mr. Bhupendra Tiwari CFO and Mrs. Archana
Pundir Company Secretary during the year under review 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. 

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 the Company. 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of this report in Annexure 4
and gives details of the overall industry structure, economic developments, performance
and state of affairs of the Company's various businesses viz., the real estate and Steel
trading internal controls and other material developments during the financial year
2022-23. 

CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate Report on
Corporate Governance along with a certificate from the Secretarial Auditors on its
compliance, forms an integral part of this report Annexure - 5

As per the Secretarial Audit Report, as on March 31, 2023, the composition of the Board
and its committee is as per the Act as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended till date. 

COST RECORDS

Maintenance of cost records and audit of cost records as not required under Section 148
of the Act read with relevant rules made thereunder therefore provision of section 148 is
not applicable in the Company. 

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 2021-2022. 

REGISTERED OFFICE

Shareholders are requested to make all the correspondences at the following address
only: Reg. Off. G 01, RG City Centre, Plot SU LSC Block B, Lawrence Road, New Delhi-
110035. 

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

Jor REAL GROWTH COMMERCIAL ENTERPRISES LIMITED