| 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
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