Your Directors have great pleasure in presenting the 41st Annual Report together withthe Audited Annual Accounts of the Company for the financial year ended on 31st March2021.
The summarized financial results of the Company for the year ended 31st March 2021 andfor the previous year ended 31st March 2020 are as follows:
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Revenue from Operations ||36.46 ||46.06 |
|Other Income ||0.04 ||8.58 |
|Total Revenue ||36.50 ||54.64 |
|Profit before Interest Depreciation & Tax ||(13.83) ||(2.60) |
|Financial Expenses ||14.80 ||22.26 |
|Depreciation ||35.69 ||30.58 |
|Profit/Loss before Tax ||(64.32) ||(55.44) |
|Provision for Income Tax ||Nil ||Nil |
|Provision for Deferred Tax ||Nil ||Nil |
|Profit/ Loss for the year ||(64.32) ||(55.44) |
|Earning Per Share || || |
|-Basic ||(0.66) ||(0.57) |
|-Diluted ||(0.66) ||(0.57) |
During the year under review the Company has total revenue of Rs. 36.50 Lac as againstRs. 54.64 Lac during the previous year ended 31.3.2020. The Company has a incurred loss ofRs. 64.32 Lacs during the year ended 31.3.2021 against Loss of Rs.55.44 Lac in theprevious year ended 31.3.2020.
The Board of Directors of the Company has decided to restart the project consideringthe pandemic situation in the country in the phased manner.
The Board of Directors of the Company has not recommended any divided during the yearafter reviewing Financial Statements of the Company.
TRANSFER TO RESERVE
The Company has not proposed any amount to be transferred to the General Reserve.
Your Company has deposits of Rs. 63.92 Lacs as on 31st March 2021. There were nounclaimed deposits as at March 312021.
CHANGE IN NATURE OF BUSINESS
There is significant change made in the nature of the company during the financialyear.
The Company during the initial year had started the Tennis Centre where the NationalTennis Tournaments were conducted for various different age categories. The Company hasalso conducted various Tennis workshops for coaches and Tennis players the revenue ofwhich has been reflected in the financials of the Company. The Company has started therenovation of the Sports academy for development of Gym swimming pool residential roomsfor the players restaurants but with the onslaught of COVID-19 the project was put onstand still with all restrictions imposed by the Government of India. The management ofthe Company has decided to restart the project by giving it to specialists to operate itconsidering the pandemic situation in the country in the phased manner.
MATERIAL CHANGES AND COMMITMENTS
Except for impact of lockdown due to COVID-19 pandemic there were no material changesand commitments occurred between the end of the financial year as on March 312021 and thedate of this report which affects financial position of the Company
During the year under review the Company de-invested the Shares at Cost.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE
During the year under review the Company does not have any Subsidiary Associate andJoint Venture.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meeting of the Board of Director' and General Meetings' read with MCAcirculars and SEBI circulars granting exemption in view of Covid-19 respectively havebeen duly followed by the Company.
KEY MANAGERIAL PERSONNEL
Ms. Ginni Chhabra resigned as Company Secretary of the Company and Ms. Chandni Arorawas appointed as Company Secretary of the Company w.e.f 08th March 2021
There is change in Directorship. The following directors have appointed and resignedfrom the organization:
Mr. Nakul Badopalia resigned w.e.f. 11th May 2020
Mr. Suman Kapur resigned w.e.f. 15th October 2020
Mr.Vikas Grover was appointed as Additional Director w.e.f. 09th September 2020
Mr. Bal Wan was appointed as Additional and Independent Director w.e.f. 09thSeptember 2020 The Board Comprises of 5 Directors namely:-
Mr. Aditya Khanna - Managing Director/ Executive Director
Mr. Ashish Khanna - Executive Director
Mrs. Gunja Singh - Women and Independent Director
Mr.Vikas Grover - Additional Director
## Mr. Bal Wan - Additional Independent Director
#Appointed w.e.f. 09th September 2020 ##Appointed w.e.f. 09th September 2020
All the Independent Directors of your Company have given declarations that they meetcriteria of Independence as prescribed both under the Act and Securities and Exchange ofBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015attached as Annexure-'A'.
MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every year without thepresence of Non-Independent Directors and Management Personnel. Such meetings areconducted to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the other Independent Directors. IndependentDirectors take appropriate steps to present their views to the Board.
The Independent directors met one time during the financial year 2020-21 on 11 th May2020.
The declaration of Independent Director is attached as per Annexure A'.
MEETINGS OF THE BOARD:
The strength of Board of Directors as on March 312021 were 5 Directors. The Boardcomprises of two executive directors one Non-Executive Director and two independentdirectors.
|Date of Meetings ||Board Strength ||No. of Directors present |
|11th May 2020 ||05 ||05 |
|29th July 2020 ||04 ||04 |
|09th September 2020 ||06 ||06 |
|11th November 2020 ||05 ||05 |
|11th February2021 ||05 ||05 |
|08th March 2021 ||05 ||05 |
The maximum time gap between any two meetings was not more than 120 days.
Considering the Corona (COVID 19) pandemic situation in the country Ministry ofCorporate Affairs (MCA) vide its circular No. 11/2020 dated 24/03/2020 and Securities andExchange Board of India (SEBI) vide its circular No. SEBI/ HO/CFD/CMDI/ CIR/P/2020/38dated 19/03/2020 had relaxed the requirement of the maximum time gap of 120 days betweentwo meetings of Board and Audit Committee.
The composition of Board of Directors and attendance of Directors at the Board Meetingsduring the year and at the last Annual General Meeting and also number of otherdirectorships committee memberships and chairmanship held by them are given below:
|Name of Directors || |
|Details ||Attendance || |
No. of other Directorships and Committee Memberships/ Chairmanship held in Public Limited Companies
Directorship in other Listed Companies
|Category ||Board Meeting ||AGM ||Directorship ||Committee Membership ||Committee Chairmanship |
|Mr. Aditya Khanna ||01860038 ||M.D. ||06 ||Yes ||1 || ||- ||- |
|Mr. Ashish Khanna ||01251582 ||E.D. ||06 ||Yes ||1 || ||- ||- |
|Mr. Suman Kapur ** ||00590936 ||I.D. ||03 ||Yes || || ||- ||- |
|Mr. Nakul Badopalia* ||08589303 ||I.D. ||01 ||No || || ||- ||- |
|Mrs. Gunja Singh ||08592621 ||I.D. ||06 ||Yes || || ||- ||- |
|Mr. Bal Wan** ||08955223 ||I.D ||04 ||Yes || || ||- ||- |
|Mr.Vikas Grover*** ||07075918 ||N.E.D. ||04 ||Yes ||- ||- ||- ||- |
E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director;N.E.D. - Non-Executive Director.
* Mr. Nakul Badopalia resigned as Director of the Company w.e.f 11th May 2020.
**Mr. Suman Kapur resigned as Director of the Company w.e.f 15th October 2020 ** Mr.Bal Wan was appointed as Director w.e.f. 09th September 2020.
*** Mr. Vikas Grover was appointed as Director w.e.f. 09th September 2020
M/s Raj Anirudh & Associates Chartered Accountants (Firm Registration No.020497N) New Delhi were appointed as the Statutory Auditors of the Company at the AnnualGeneral Meeting held in the year 2016 for a period of 5 years. Currently they are holdingoffice of the auditors up to the conclusion of the 41st AGM.
As per Section 139(2) of the Companies Act 201 3 (the Act') No listed companyshall appoint or re- appoint an individual as auditor for more than one term of fiveconsecutive years
Accordingly as per the said requirements of the Act M/s. Ravi Rajan & Co LLP Chartered Accountants (Firm Registration No. 009073N/ N500320) is proposed to beappointed as statutory auditors of the company for a period of 3 years commencing fromthe conclusion of 41st AGM till the conclusion of the 44th AGM. M/s. Ravi Rajan & Co.LLP Chartered Accountants (Firm Registration No. 009073N/ N500320) have consented to thesaid appointment and confirmed that his appointment if made would be within the limitsspecified under Section 141 (3)(g) of the Act. He has further confirmed that he is notdisqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 1 39( 1) Section 141(2) and Section 141 (3) of the Act and theprovisions of the Companies (Audit and Auditors) Rules 2014
The Audit Committee and the Board of Directors have recommended the appointment of M/s.Ravi Rajan & Co. LLP Chartered Accountants (Firm Registration No. 009073 N/ N500320)as statutory auditors of the Company from the conclusion of the 41 st AGM till theconclusion of 44th AGM to the shareholders.
M/s. Choudhary Pankaj & Associates a Firm of Company Secretaries in practice arethe Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act2013. The Report of the Secretarial Auditors (Form MR-3) annexed to the Report as perAnnexure B'.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 of the companies Act 2013 Corporate Social Responsibility are notapplicable for our company.
In pursuance of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 the above rules are not applicable to the company during theyear as the company has not earned the adequate profit in this financial Year 2020-21.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 201 5 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments cover under the Provisions of Section 186of the Companies Act 2013 are given in the accompanying Financial Statements.
EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return as per section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 in the Form MGT 9is attached as Annexure-C'.
RELATED PARTY TRANSACTIONS
None of the transactions with any of related parties were in conflict with theCompany's interest. Suitable disclosures as required by the Accounting Standard 18 (AS 18)issued by The Institute of Chartered Accountants of India (The ICAI) have been made in thenotes to the Financial Statements.
All related party transactions are negotiated on an arms-length basis and are in theordinary course of business. Therefore the Provisions of Section 188(1) of the CompaniesAct 2013 has been in compliance. Further the board of the company has given its approvalto transaction with the related parties.
The details of the transaction with Related Party are provided in the Form AOC-2annexed thereto as Annexure D'.
CORPORATE GOVERNANCE REPORT
In terms of SEBI (Listing Obligation and Disclosure requirements) 20l5The provisionsof Regulation 1718 1920212223242526 27 and clause (b) to (i) of sub regulation 2of regulation 46 and Para C D and E of Schedule V of SEBI (Listing Obligation andDisclosure requirements) 2015 are not applicable to the Company. However Your Company iscommitted to maintain highest standard of Corporate Governance and adhere to theguidelines and hence voluntarily discloses the information as contained in the report ofCorporate Governance. Corporate Governance Report is attached thereto as "AnnexureE".
DEMATERIALISATION OF SHARES
The shares in the Company are under compulsory dematerialized trading. The Company'sISIN No. is INE629C0I0I4. The number of shares dematerialized as on 31.3.2021 are asfollows:
NSDL : 2896811 Shares
CDSL : 4377087 Shares
The Committee's composition and terms of reference meet with requirements of Section177 of the Act and Regulation 18 of Listing Regulations. Members of the Audit Committeepossess financial/accounting expertise/exposure.
Brief description of terms of reference:
The role and the powers of the audit committee are as per the guidelines set out in theListing Regulations. The Committee also act as a link between the auditors and the Boardof Directors. The Committee meets the auditors periodically and reviews thequarterly/half-yearly and annual financial statements and discusses their findings andsuggestions and seeks clarification thereon.
The audit committee met five times during the financial year 2020-21 on list May 202029th July 2020 09th September 2020 11th November 2020 and 11th February 2021.
The attendance of meeting is given hereunder:
|Name ||Chairman/Member ||No. of meeting(s) attended |
|Mr. Suman Kapur* ||Chairman ||3 |
|Mr. Bal Wan** ||Chairman ||3 |
|Mr. Ashish Khanna ||Member ||5 |
|Ms. Gunja Singh ||Member ||5 |
*Mr. Suman Kapur resigned w.e.f 15th October 2020. In place of Mr. Suman Kapur Mr. BalWan is appointed as the Chairman of the Audit Committee Meeting.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee constituted by the Board of Directorsconsists of 3 non-executive independent/ non independent directors:
Brief description of terms of reference:
To formulate the criteria for determining qualifications positive attributes andindependence of a director formulate the criteria for evaluation of Independent Directorsand the Board and performance of every Directors of the Board and recommend to the Boardall remuneration in whatever form payable to Senior Management i.e. Chief ExecutiveOfficer Managing Director Whole time Director Manager Chief Financial Officer andCompany Secretary.
The Nomination and Remuneration committee met five times during the financial year2020-21 on llth May 2020 29th July 2020 09th September 2020 llth February 2021 and08th March 202l.The attendance of meeting is given hereunder:
|Name ||Chairman/Member ||No. of meeting(s) attended |
|Mr. Suman Kapur * ||Member ||3 |
|Mrs. Gunja Singh ||Chairman ||5 |
|Mr.Vikas Grover ||Member ||3 |
|Mr. Bal Wan ||Member ||3 |
*Mr. Suman Kapur resigned from the Directorship w.e.f 1 5th October 2020.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee was constituted to comply with the CompaniesAct 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Brief description of terms of reference:
To approve issue of duplicate Share Certificate and to oversee and review all mattersconnected with transfer of Company's Securities and to resolve concerns/complaints/grievances of the security holders including complaints related to transfer/ transmissionof shares non-receipt of annual report non-receipt of declared dividends issue ofnew/duplicate certificates general meetings etc.
The Stakeholder Relationship committee met four times during the financial year 2020-21on 11th May 2020 29th July 2020 09th September 2020 and 11th February 202I.Theattendance of meeting is given hereunder:
|Name ||Chairman/Member ||No. of meeting(s) attended |
|Mr. Suman Kapur* ||Member ||3 |
|Mr. Aditya Khanna ||Chairman ||4 |
|Mrs. Gunja Singh ||Member ||4 |
|Mr. Bal Wan ||Member ||2 |
*Mr. Suman Kapur resigned from the Directorship w.e.f I 5th October 2020. SHARETRANSFER/ TRANSMISSION COMMITTEE
The Share Transfer comprises of following members:
Mr. Suman Kapur* - Member
Mr. Aditya Khanna - Member
Mr. Ashish Khanna - Member
Mr. Gunja Singh - Member
Mr.Vikas Grover - Member
*Mr. Suman Kapur resigned from the Directorship w.e.f I 5th October 2020.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 201 5 ("Listing Regulations") is presented in aseparate section forming part of this Annual Report.
The Company has a policy for performance evaluation of the Board Committees and otherindividual Directors (including Independent Directors) which includes criteria forperformance evaluation. In accordance with the manner specified by the Nomination andRemuneration Committee the Board carried out performance evaluation of the Board itsCommittees and Individual Directors (including Independent Directors).
The Independent Directors separately carried out evaluation of ChairpersonNon-Independent Directors and Board as a whole. The performance of each Committee wasevaluated by the Board based on views received from respective Committee Members. Thereport on performance evaluation of the Individual Director was reviewed by theChairperson of the Board and feedback was given to Directors.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower policy to provide a formal mechanism to theDirectors and employees of the Company for reporting genuine concerns about unethicalpractices and suspected or actual fraud or violation of the code of conduct of the Companyas prescribed under the Companies Act 2013 Regulation 22 of the Listing Obligation andDisclosure Requirements 2015.
This Vigil Mechanism shall provide a channel to the employees and Directors to reportto the management concerns about unethical behavior and also provide for adequatesafeguards against victimization of persons who use the mechanism and also make provisionfor direct access to the chairperson of the Audit Committee in appropriate or exceptionalcases. It is affirmed that no personnel of the company has been denied access to the AuditCommittee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. There were no complaint received from any employee during thefinancial year 2020-21 and hence no complaint is outstanding as a 31.03.2021 forcompliance.
CONSERVATION OF ENERGY
The Company does not belong to the category of power intensive industries and henceconsumption of power is not significant. However the management is aware of theimportance of conservation of energy and also reviews from time to time the measurestaken/ to be taken for reduction of consumption of energy.
During the year your Company was running successfully its embroidery unit in Gurugramcomprising 8 computerized high quality embroidery machines purchased from SaurerSwitzerland. The Company sold out the less efficient machines and in the process ofphasing out the less efficient machines in the coming years.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned : Nil
Total Foreign exchange used : Nil
PARTICULARS OF EMPLOYEES
In terms of the provision of Section 197 of the Act read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Noemployee is drawing remuneration in excess of the limits set out in the said rules areprovided in the Act.
RISK MANAGEMENT SYSTEM
The Company's business is exposed to both external and internal risks.Your Company hasincorporated processes and systems to proactively monitor manage and mitigate these risksalong with appropriate review mechanisms. The Company has an elaborate Risk ManagementFramework which is designed to enable risks to be identified assessed and mitigatedappropriately.
INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls to safeguard and protectthe Company from loss unauthorized use or disposition of its assets. All the transactionsare properly authorized recorded and reported to the Management. The Company is followingthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal financial controls have been embedded in thebusiness processes.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews continuous monitoring by functional leaders as well as testing of theinternal financial control systems by the internal auditors during the course
of their audits. The Audit Committee reviews adequacy and effectiveness of Company'sInternal Controls and monitors the implementations of audit recommendations.
EVENT BASED DISCLOSURE
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of theAct read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.
3. Issue of shares under employee's stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) ofthe Companies (Share Capital and Debenture) Rules 2014.
4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The Company did not purchase or give any loans for purchase of its shares.
5. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the explanations obtained bythem your Directors make the following statements in terms of Section 134(3) (c) of theCompanies Act 2013:
(i) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March312021 and the profit of the company for that period;
(iii) The Directors have been taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing / detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors in case of listed Company have laid down internal financialcontrols to be followed by the company and that such financial controls are adequate andoperating effectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to thank the collaborators financial institutions bankerscustomers suppliers shareholders and employees for their continued support andco-operations.
| ||For and on behalf of the Board |
| ||RLF Limited |
| ||Sd/- |
|Date : 13 th August 2021 ||(Aditya Khanna) |
|Place: Gurugram Haryana. ||Managing Director |
| ||DIN: 01860038 |