The Directors have pleasure in presenting the Seventeenth Annual
 Report together with the Audited Accounts of the Com- pany for the year
 ended March 31, 2011.
 
 FINANCIAL RESULTS
 
 The highlights of the Financial Results are as under:
 
                                                     (Rupees in Lakhs)
 
 PARTICULARS                                     Year ended    Year ended
                                                  2010-2011     2009-2010
 
 Sales and Other Income                               72.16        103.97
 
 Profit/(Loss) before Interest and Depreciation       26.62        (15.14)
 
 Less: Finance Charges                                (6.56)       (11.37)
 
 Less: Depreciation                                  (17.98)       (20.50)
 
 Profit/(Loss) for the Year                            2.07        (47.01)
 
 Add/(Less): Extraordinary Items                       9.43        158.96
 
 Less: Fringe Benefit Tax                               NIL            - 
 
 Less: Provision for Income Tax                       (4.18)       (30.18)
 
 Less: Wealth Tax                                     (0.07)        (0.25)
 
 Add/(Less): Deferred Tax Assets/ (Liability)         (0.35)         0.62
 
 Net Profit/(Loss) for the Year                        7.75         82.14
 
 Add: Balance brought forward                        150.39         68.25
 
 Profit/(Loss) carried to the Balance Sheet          158.14        150.39
 
 OPERATIONS
 
 During the year under review, the Gross Turnover of the Company
 declined to Rs. 72.16 compared to Rs.103.97 lacs in the previous year.
 However, the Company was able to earn profit of Rs.7.75 lacs as against
 profit of Rs. 82.14 lacs in the previous year. The net profit of the
 company declined to Rs.7.75 lacs in comparison to Rs. 82.14 lacs in the
 previous year.
 
 The Company will continue to be responsive to changes in market
 dynamics and consumer behavior and other key factors influencing the
 business, and will formulate its strategies accordingly.
 
 DIVIDEND
 
 With a view to conserve resources for future needs of the Company, the
 Directors regret their inability to propose any divi- dend for the year
 under review.
 
 DIRECTORS
 
 Mr. Shanker Lai Agrawal are liable to retire by rotation and being
 eligible, offers themselves for re-appQintment at the ensuing Annual
 General Meeting.
 
 Mr. Vijay Mishra has been appointed as Additional Director, w.e.f. 22nd
 November 2010.
 
 Mr. Ajay Kumar Jain appointed as Additional Director from the approval
 of the board w.e.f. 22nd November 2010 and he is also appointed as
 Whole-time Director for the tenure of three year, subject to the
 approval of the members of the Company at ensuing Annual General
 Meeting of the Company.
 
 Mr. Manoj Pandey has been appointed as Additional Director, w.e.f. 22nd
 November 2010.
 
 Mr. Om Prakash Agrawal has resigned from Board due to his personal
 reason w.e.f 22.11.2010. The Board Place on record its appreciation of
 the valuable Services and sincere gratitude towards the guidance
 rendered by Mr. Om Prakash Agrawal.
 
 Mr. Sailesh Kumar Gupta has resigned from the Board due to his personal
 reason w.e.f. 22.11.2010. The Board Place on record its appreciation of
 the valuable Services and sincere gratitude towards the guidance
 rendered by Mr. Sailesh Kumar Gupta.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements under Section 217 (2AA) of the Companies
 Act, 1956, with respect to the Directors'' Responsibility Statement,
 it is hereby confirmed:
 
 (i) That in the preparation of the annual accounts for the financial
 year ended 31st March, 2011, the applicable accounting standards had
 been followed and no material departure have been made from the same;
 
 (ii) That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit of the Company for the year under review;
 
 (iii) That Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) That Directors have prepared the annual accounts for the financial
 year ended 31st March, 2011, on ''going concern'' basis.
 
 DEMATERIALIZATION OF EQUITY SHARES
 
 The Company''s equity shares are available for trading in the Depository
 systems of both the National Securities Depository Limited (NSDL) and
 the Central Depository Services (India) Limited (CDSL). The
 International Security Identification Number (ISIN) allotted by NSDL
 and CDSL to RTCL Limited is INE754B01012 for the equity shares of your
 Company. The status of Equity Capital exists in Electronic Form and
 Physical Form as on March 31st, 2011 is as under:
 
 Particulars                      Nos. of Shares        Percentage
 
 Electronic Mode
 
 CDSL                                   7,43,883            06.20%
                    
 NSDL                                  81,13,247            67.60%
 
                                         8857130            73.80%
 
 Physical Mode                         31,44,040            26.20%
 
 Total:                              1,20,01,170           100.00%
 
 
 CORPORATE GOVERNANCE
 
 Your Company has successfully implemented the mandatory provisions of
 Corporate Governance in accordance with the provisions of Clause 49 of
 the Listing Agreement of the Stock Exchanges. Separate Reports on
 Corporate Governance and Management Discussion & Analysis are included
 in the Annual Report and Certificate dated May 30, 2011, from M/s
 Sushil Gupta & Associates, Company Secretaries, confirming the
 compliance of conditions of Corporate Governance is also annexed
 thereto.
 
 PARTICULARS OF EMPLOYEES
 
 There was no employee in respect of whom information is required to be
 given pursuant to Section 217(2A) of the Companies Act, 1956, read
 with the Companies (Particulars of Employees) Rules, 1975, as amended
 up-to-date.
 
 AUDITORS
 
 M/s. Kumar Piyush & Co. Chartered Accountants, New Delhi, the Statutory
 Auditors, will retire at the conclusion of ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment.
 
 AUDITORS REPORT
 
 In respect of observations made by the Auditors in their Report, your
 Directors wish to state that the respective notes to the accounts are
 self-explanatory, and do not call for any further comments.
 
 INDUSTRIAL RELATIONS
 
 During the year under review, your Company had cordial and harmonious
 industrial relations at all levels of the Organization.  PUBLIC
 DEPOSITS
 
 During the year under review, your Company has not accepted any fixed
 deposits from the public within the meaning of Section 58Aof the
 Companies Act, 1956 and the Rules made there under.
 
 SUBSIDIARY COMPANY
 
 The Company is not having any subsidiary company.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS & OUTGO:
 
 The information required under Section 217 (1) (e) of the Companies
 Act, 1956 read with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988 is attached hereto as
 Annexure-''A and forms part of the Directors'' Report.
 
 ACKNOWLEDGEMENTS:
 
 The Directors acknowledge with gratitude, the co-operation and
 assistance received from the Government, Banks, Authori- ties and other
 Business Constituents. The Directors would also like to thank the
 employees, shareholders, customers and suppliers for their continuous
 support given by them to the Company and their confidence in the
 Management.
 
                                          For and on behalf of the Board
 
                                     Sd/-                 Sd/-
 
 Place: Delhi                    (Ajay Kumar Jain)     (Vijay Mishra)
 
 Date: July 15, 2011              DIN NO.00043349       DIN NO.00322006
 
                                       Director              Director