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RLF Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2006

Director’s Report

Dear Members, The Directors have great pleasure in presenting the 35'' Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2015. FINANCIAL RESULTS The financial results of the Company for the year ended 31st March 2015 are as follows: (Rs. Lacs) Particulars Current Year Previous Year ended 31.03.15 ended 31.03.14 Total Turnover 296.23 425.46 Operating Expenses 152.42 217.07 Profit before Interest, 143.81 208.38 Depreciation &Tax Financial Expenses 81.41 96.00 Profit before Depreciation &Tax 62.40 112.38 Depreciation 49.44 69.82 Provision for Taxation 2.50 8.38 Deferred Tax Net (17.75) 5.87 Profit/ Loss afterTax 28.21 28.30 Balance Brought Forward (217.84) (246.14) Proposed Dividend Nil Nil Balance Carried forward (311.57) (217.84) OPERATIONS During the year, the turnover of the Company has decreased from Rs.425.46 lacs previous year to Rs.296.23 lacs current year. The profit after interest, depreciation & tax has also down Rs.28.21 against previous year profit Rs. 28.30 Lacs. DIVIDEND As the company has accumulated losses in the past, so the board of the company has not recommended any dividend for the current financial year. FIXED DEPOSITS Total members deposits as on 31st March 2015 were Rs.219.34 Lacs. No fresh of deposits were accepted during the financial year 2014-15. There were no unclaimed deposits as at March 31,2015. DIRECTORS The Board comprises of 6 Directors, namely:- Mr.Anil Kumar Khanna, Mr.B.L. Khurana, Mr.Ashwini Kumar, Mr.Suman Kapur, Mr.Aditya Khanna & Mrs.Pushpa Latha CS. Mr.Anil Kumar Khanna is the Chairman & Managing Director, Mr.Aditya Khanna is the Executive Non Independent Director and CEO & CFO. Mr.B.L. Khurana, Mr.Ashwini Kumar, Mr.Suman Kapur and Pushpa Latha CS are the Independent Directors in the Company. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Anil Kumar Khanna, Chairman & Managing Director (DIN: 00207839) of the Company retire by rotation and being eligible, offers himself for reappointment. Mrs. Pushpa Latha CS appointed on 26.5.2015 as an Additional Director of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.2015. All the Independent Directors have given Declaration that they meet criteria of Independence as laid down U/s 149(6) of the Companies Act, 2013 and Clause No.49 of the ListingAgreement. DIRECTORS'' RESPONSIBILITY STATEMENT In pursuance of Section 134 of the Companies Act, 2013 the directors, based on the representation received from the operation management, confirm that : (i) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) They have 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 2014-15 and of the profit or loss of the company for that period; (iii) 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; (iv) They have prepared the annual accounts on a going concern basis. (v) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS & AUDIT The Statutory Auditors of the Company M/s.J.P Chawla Chartered Accountants LLP, Delhi (Firm Registration No.001875N) who were appointed as Statutory Auditors by the members for five years. Their appointment would be ratified at the ensuing Annual General Meeting. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. INTERNAL AUDITOR The Board of Directors of your Company has re-appointed Mr.Rakesh Sharma as Internal Auditors pursuant to the provision of Section 138 of the Companies Act, 2013 for the financial year 2015-16. SECRETARIAL AUDITORS The Board had appointed M/s. Choudhary Pankaj & Associates, Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditors annexed to the Report as per Annexure ''A''. There is a qualification in the Report that Company did not appointWoman Director upto 31st March, 2015. The Management clarified that, it was in search for appointment of a Woman Director on the Board of the Company and appointed Mrs. Pushpa Latha CS as Woman Director w.e.f. 26th May, 2015. CORPORATE SOCIAL RESPONSIBILITY With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs every Company having the netwroth of Rs.500 Crores or more turnover of Rs.1000 crores or more or net profit of Rs.5 Crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the above rules are not applicable to the company during the year as the company does not have adequate profits . REPORT ON CORPORATE GOVERNANCE The Company endeavors to attain highest values of Corporate Standards.The Company has adhered to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and has implemented all the stipulations prescribed, in the Clause 49 of the Listing Agreement with Stock Exchanges.The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. A requisite certificate from the Statutory Auditors of the Company, M/s. J.P. Chawla & Company, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report. RELATED PARTY TRANSACTIONS None of the transactions with any of related parties were in conflict with the Company''s interest. Suitable disclosure as required by the Accounting Standards (ASI8) has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the Provisions of Section 188(1) of the Companies Act, 2013 has been in compliance. Further the board of the company has given its approval to transaction with the related parties. The details of the transaction with Related Party are provided in the accompanying financial statements. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements. DEMATERIALISATION OF SHARES The shares in the Company are under compulsory dematerialized trading. The Company''s ISIN No. is INE629C01014. The number of shares are dematerialized as on 31.3.2015 follows: NSDL : 27,33,732 Shares CDSL : 9,74,946 Shares COMPLIANCE UNDER THE COMPANIES ACT 2013 AND ADDITIONAL SEBI STIPULATIONS The Companies Act, 2013 (Act) came into force substantially from 1st April, 2014. Also, SEBI in its master circular dated 17th April, 2014 notified additional requirements on corporate governance which will be effective from 1st October 2014. The Act and the SEBI stipulations set the tone for a more modern legislation which enables growth, greater regulation and self-governance of India''s corporate sector. The Act and SEBI''s requirements are expected to improve corporate governance norms, enhance the accountability of companies and their auditors, improve transparency and protect the interest of investors, particularly small ones. These requirements substantially increase the compliance requirements for companies. The Company is taking all the necessary steps to be compliant with the Act within the time stipulated. COMPANY SECRETARY Ms.Pallavi Jain, Company Secretary and Compliance Officer has been resigned w.e.f. 28th February, 2015. The Company is making it''s efforts to appoint the new Company Secretary as early as it find the suitable candidate. AUDIT COMMITTEE Brief description of terms of reference The role and the powers of the Audit Committee are as per the guidelines set out in the Listing Agreement with the Stock Exchanges. The Committee also acts as a link between the auditor and the Board of Directors. The Committee meets the auditors periodically and reviews the quarterly/ half yearly and annual financial statements and discusses their findings and suggestions and seeks clarifications thereon. Composition of the Committee and category of Directors Mr. B.L. Khurana - Independent Director Mr.Ashwini Kumar - Independent Director Mr. Suman Kapur - Independent Director Mrs.Pushpa Latha CS - Independent Director(Woman Director) Mrs. Pushpa Latha CS appointed on 26.5.2015 as an Additional Director of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.2015. NOMINATION & REMUNERATION COMMITTEE The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent directors : Mr.Ashwini Kumar (Chairman) Mr.B.L Khurana Mr.Suman Kapur. STAKEHOLDER RELATIONSHIP COMMITTEE The Stakeholder Relationship Committee consists of Mr.Suman Kapur as its Chairman and Mr.B.L. Khurana as the member. VIGIL MECHANISM AND WHISTLE BLOWER POLICY Fraud-free and corruption-free work culture has been the core of the Company'' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk. To meet this objective a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company''s website www.rlfltd.com DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as an 31.3.2015 for compliance. CONSERVATION OF ENERGY The Company does not belong to the category of power intensive industries and hence consumption of power is not significant. However, the management is aware of the importance of conservation of energy and also reviews from time to time the measures taken/ to be taken for reduction of consumption of energy. During the year, your Company was running successfully its embroidery unit in Gurgaon comprising 8 computerized, high quality embroidery machines purchased from Saurer, Switzerland,the company is going for up gradation of these machines on phase manner which is likely to bring higher efficiency in the coming years . Foreign Exchange Earnings and Outgo Total Foreign exchange earned : Rs. Nil Total Foreign exchange used : Rs. 30,39,377/- Particulars of Employees None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and hence no particulars are required to be disclosed in this Report. Environment ,Occupational Health & Safety Company''s Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations by optimising natural resource usage and providing a safe and healthy workplace. Systemic and structured efforts continue to be made towards natural resource conservation by continuously improving resource-use efficiencies. As we continue to bring about energy efficiencies in our operations, we also strive to substitute our energy consumptions with increased component of renewable energy. The Plant of the Company is eco-friendly and do not generate any harmful effluents. Safety devices have been installed wherever necessary. Risk Management System Management of the Company maintains adequate internal control system which is designed to provide reasonable assurance that assets are safeguarded and transactions are rightly executed and recorded in accordance with management authorization and accounting policies. All the records are adequately maintained for preparation of financial statements and other financial information. Apart from internal controls, the Company also audits the efficiency and security of its operations, its information technologies and data, in accordance with the global standards. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis Acknowledgement: Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year. On Behalf of the Board For RLF Limited Sd/- Date : 13th August, 2015 (Anil Kumar Khanna) Place : Gurgaon (Haryana) Chairman DIN : 00207839

Director’s Report