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RLF Ltd.

BSE: 512618 Sector: Industrials
NSE: N.A. ISIN Code: INE629C01014
BSE 00:00 | 19 Feb 1.86 0
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NSE 05:30 | 01 Jan RLF Ltd
OPEN 1.86
PREVIOUS CLOSE 1.86
VOLUME 600
52-Week high 5.43
52-Week low 1.86
P/E 7.15
Mkt Cap.(Rs cr) 2
Buy Price 1.86
Buy Qty 31.00
Sell Price 1.95
Sell Qty 470.00
OPEN 1.86
CLOSE 1.86
VOLUME 600
52-Week high 5.43
52-Week low 1.86
P/E 7.15
Mkt Cap.(Rs cr) 2
Buy Price 1.86
Buy Qty 31.00
Sell Price 1.95
Sell Qty 470.00

RLF Ltd. (RLF) - Director Report

Company director report

To

The Members

Your Directors have great pleasure in presenting the 39th Annual Report together withthe Audited Annual Accounts of the Company for the financial year ended on 31st March2019.

FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31st March 2019 andfor the previous year ended 31st March 2018 are as follows:

(Rs. Lacs)

CONSOLIDATED

STANDALONE

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018 Year Ended 31.03.2019 Year Ended 31.03.2018
Revenue from Operations 95.61 114.86 95.62 114.86
Other Income 5.28 18.72 5.28 18.72
Total Revenue 100.90 133.58 100.90 133.58
Profit before Interest Depreciation & Tax 32.94 (32.33) 45.59 21.67
Financial Expenses 11.36 20.31 11.36 20.31
Depreciation 29.76 69.52 29.76 69.52
Profit/Loss before Tax (8.18) (122.16) 4.47 (68.16)
Provision for Income Tax Nil Nil Nil Nil
Provision for Deferred Tax - (19.22) Nil (19.22)
Minority Interest 74.81 81.66 Nil Nil
Profit/ Loss for the year 66.63 (21.28) 4.47 (48.94)
Proposed Dividend Nil Nil Nil Nil
Balance carried forward 66.63 (21.28) 4.47 (48.94)

PERFORMANCE HIGHLIGHTS

During the year under review the Company has decreased consolidated total revenue fromRs. 133.58 Lac in the previous year ended 31.3.2018 to Rs. 100.90 Lac during the yearended 31.3.2019. The Company has incurred consolidated profit after interest depreciation& tax of Rs. 66.63 Lac during the year ended 31.3.2019 against loss of Rs. 21.28 Lacin the previous year ended 31.03.2018.

Further the Company has decreased standalone total revenue from Rs. 133.58 Lac in theprevious year ended 31.3.2018 to Rs. 100.90 Lac during the year ended 31.3.2019. TheCompany has a profit of Rs. 4.47 Lacs during the year ended 31.3.2019 against loss of Rs.48.94 Lac in the previous year ended 31.3.2018.

The Company has joined hands with AITA TRUST to renovate and upgrade all the facilitiesat National Tennis Academy. Once completed and revamped the aim is to run a sports cluband be one of the best multi sports academies in the region. The Exciting SportsAcademy/Club is already there with proper infrastructure the amount to be spent forrefurbishing the Sports infrastructure and renovation around Rs. 452 Lacs with PromoterContribution of 15 % i.e. say Rs. 70 Lacs and the Project Loan of Rs 382 Lac which theCompany has applied for.

DIVIDEND

The Board of Directors of the Company has not recommended any divided during the yearafter reviewing Financial Statements of the Company.

FIXED DEPOSITS

Your Company has deposits of Rs. 89.85 Lacs as on 31st March 2019. There were nounclaimed deposits as at March 312019.

DIVESTMENTS

During the year under review the Company de-invested the Shares at Cost.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meeting of the Board of Director' and ‘General Meetings' respectively havebeen duly followed by the Company.

KEY MANAGERIAL PERSONNEL

Ms. Twinkle Jain resigned as Company Secretary of the Company and Ms. Ginni Chhabra wasappointed as Company Secretary of the Company w.e.f 21st May 2019.

DIRECTORS

There is change in Directorship. The following directors have resigned from theorganization:

• Mr. Anil Kumar Khanna resigned w.e.f. 08 February 2019

• Mr. B.L. Khurana demise w.e.f. 22nd January 2019

• Ms. Meena Khanna was appointed as Director w.e.f. 8th February 2019 and ceasedto be Director w.e.f 22nd March 2019 The Board Comprises of 4 Directors namely:-

Mr. Aditya Khanna - Managing Director/ Executive Director
Mr. Ashish Khanna - Executive Director
Mr. Suman Kapur - Independent Director
Mrs. Pushpa Latha CS - Independent Director

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 2018-19 on 05thMay 2018.

The declaration of Independent Director is attached as per Annexure ‘A'.

MEETINGS OF THE BOARD:

The strength of Board of Directors as on March 312019 were 4 Directors. The Boardcomprises of two non-independent executive directors and two independent directors. TheBoard meets the requirement of not less than half of the Board being IndependentDirectors.

Date of Meetings Board Strength No. of Directors present
05th May 2018 06 06
03 rd August 2018 06 06
13th November 2018 06 06
08th February 2019 05 05

The maximum time gap between any two meetings was not more than 120 days.

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 DIN 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. Anil Kumar Khanna* 00207839 E.D. 04 Yes 11 Nil Nil United Leasing and Industries Limited
Mr.Aditya Khanna 01860038 M.D. 04 Yes 08 Nil Nil United Leasing and Industries Limited
Mr.Ashish Khanna 01251582 E.D. 04 Yes 10 01 Nil United Leasing and Industries Limited
Mr. B. L. Khurana** 00671592 I.D. 03 Yes Nil Nil Nil
Mr. Suman Kapur 00590936 I.D. 04 Yes 1 Nil Nil
Ms. Pushpa Latha CS 07225452 I.D. 04 Yes Nil Nil Nil
Mrs. Meena Khanna*** 08384345 E.D 01 No 02 Nil Nil

•E.D. - Executive Director; I.D. - Independent Director; M.D - Managing Director.

* Mr. Anil Kumar Khanna resigned as Director of the Company w.e.f 8th February 2019.

** Mr. B. L Khurana demised on 22nd Januray 2019.

*** Mrs. Meena Khanna was appointed as Director w.e.f. 8th February 2019and ceased to be Director w.e.f 22nd March 2019. 1 (One) Board Meeting washeld during her tenure.

STATUTORY AUDITORS

M/s Raj Anirudh & Associates Chartered Accountants (Firm Registration No.020497N) New Delhi are the Statutory Auditors of the Company. They were appointed as theStatutory Auditors of the Company in the Annual General Meeting held in the year 2016 fora period of 5 years.

SECRETARIAL AUDITORS

M/s. Shashi Shekhar & 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)

With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having net worth of Rs.500 Crore or more or turnover ofRs.1000 Crore or more or net profit of Rs. 5 Crore or more during any financial year haveto spend at least 2% of the average net profit of the Company made during the threeimmediately preceding financial years.

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 2018-19.

As per section 135 of the companies Act 2013 Corporate Social Responsibility are notapplicable for our company.

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 2015 ("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

A separate section on Corporate Governance is included in the Annual Report and theCertificate from the Company's Statutory Auditors confirming the compliance of conditionsof Corporate Governance as stipulated under Listing Agreement/ SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is Annexure ‘E'.

The Certificate confirming the compliance of conditions of Corporate Governance asstipulated SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forming part of the Annual Report.

DEMATERIALISATION OF SHARES

The shares in the Company are under compulsory dematerialized trading. The Company'sISIN No. is INE629C0I0I4. The number of shares is dematerialized as on 31.3.2019 follows:

NSDL : 5176284 Shares

CDSL : 2072614 Shares

AUDIT COMMITTEE

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 four times during the financial year 2018-19 on 05thMay 2018 03rd August 2018 13th November 2018 and 08thFebrurary 2019. The attendance of meeting is given hereunder:

Name Chairman/Member No. of meeting(s) attended
Mr. BL Khurana* Chairman 3
Mr. Suman Kapur Chairman 4
Mrs. Pushpa Latha CS Member 4
Mr. Ashish Khanna w.e.f. 08.02.2019 Member 1

*Mr. BL Khurana demised on 22nd January 2019. Mr.Ashish Khanna is appointedas the Member of the Audit Committee Meeting.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination & Remuneration Committee was constituted to comply with the provisionsof the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 Committee met four times 5th May 2018 3rd August 2018 13hNovember 2018 and 8th February 2019. The attendance of meeting is givenhereunder:-

Name Chairman/Member No. of meeting(s) attended
Mr. Suman Kapur Chairman 4
Mr.Aditya Khanna Member 4
Mrs. Pushpa Latha CS Member 4

STAKEHOLDERS' 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 comprises of following members:

Name Chairman/Member No. of meeting(s) attended
Mr. Suman Kapur Chairman 4
Mr.Aditya Khanna Member 4
Mrs. Pushpa Latha CS Member 4

SHARE TRANSFER/ TRANSMISSION COMMITTEE

The Share Transfer comprises of following members:

Mr. Suman Kapur - Member
Mr. Aditya Khanna - Member
Mr. Ashish Khanna - Member

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 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

FORMAL EVALUATION

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 Chairperson NonIndependent 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 suspected or actual fraud or violation of the code of conduct of the Company asprescribed 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 2018-19 and hence no complaint is outstanding as a 31.3.2019 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 theiraudits. The Audit Committee reviews adequacy and effectiveness of Company's InternalControls and monitors the implementations of audit recommendations.

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 I34(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 March312019 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.

Acknowledgement:

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: 12th August 2019 Aditya Khanna
Place: Gurugram Haryana. Managing Director