To
The Members,
Your Directors have great pleasure in presenting the 43rd Annual Report together with
the Audited Annual Accounts of the Company for the financial year ended on 31st March,
2023. FINANCIAL RESULTS
The summarized financial results of the Company for the year ended 31st March, 2023 and
for the previous year ended 3st March, 2022 are as follows: (Rs. Lacs)
Particulars |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Revenue from Operations |
- |
- |
| Other Income |
96.62 |
70.10 |
| Total Revenue |
96.62 |
70.10 |
| Profit before Interest, Depreciation & Tax |
(14.52) |
(4.71) |
| Financial Expenses |
11.76 |
12.8 |
| Depreciation |
7.88 |
79.55 |
| Profit/Loss before Tax |
(34.16) |
(87.64) |
| Extraordinary Items |
- |
- |
| Provision for Income Tax |
Nil |
Nil |
| Provision for Deferred Tax |
Nil |
Nil |
| Profit/ Loss for the year |
(278.04) |
(87.64) |
| Earning Per Share |
|
|
| -Basic |
(2.84) |
(0.89) |
| -Diluted |
(2.84) |
(0.89) |
PERFORMANCE HIGHLIGHTS
During the year under review, the Company has no operational Income from the previous
year and earned from the other source of Rs. 96.62 during the year ended 31.03.2023
business against the other income of Rs. 70.10 Lac during the previous year ended
31.3.2022.The Company has incurred loss of Rs. 278.04 Lacs during the year ended 31.3.2023
against the loss of Rs. 87.64 Lacs in the previous year ended 31.3.2022. DIVIDEND
The Board of Directors of the Company has not recommended any dividend during the year
after reviewing Financial Statements of the Company. TRANSFERTO RESERVE
The Company has not proposed any amount to be transferred to the General Reserve. FIXED
DEPOSITS
Your Company has deposits of Rs. 54.53 Lacs as on 31st March, 2023. There were no
unclaimed deposits as at March 31, 2023. MATERIAL CHANGES AND COMMITMENTS
During the Year under review there were no material changes and commitments which
affect the financial position of the Company.An ease of doing business can give an addon
to the Company to create the sustainable growth and development. CHANGE IN NATURE OF
BUSINESS
There is significant change made in the nature of the company during the financial
year.
In light of the prevailing circumstances posed by the pandemic, the Companys
management deliberated and has reached a decision to revive and advance the project in a
phased approach. Looking ahead, the Company is poised to take a strategic shift in its
business focus. With the pandemic having reshaped many industries, the Company has
recognized an opportunity to venture into the domain of embroidery and textiles. This
transition has been motivated by the evolving market landscape and the Companys
commitment to adapting to changing consumer preferences and demands post-pandemic. As it
embarks on this new trajectory, the Company remains committed to delivering the same level
of excellence and innovation that has characterized its prior endeavors. MATERIAL CHANGES
AND COMMITMENTS
During the Year under review there were no material changes and commitments which
affect the financial position of the Company.An ease of doing business can give an add on
to the Company to create the sustainable growth and development. OPERATIONS
The Company is putting its keen efforts to improve the financial position of the
Company and continues to review the business situations and taking remedial actions
accordingly. During the Year 2022-23, the company has no income from the embroidery
business. The company during the coming year will continue to strengthen its core business
activity of Embroidery where the company has had an expertise over the years
SUBSIDIARY,ASSOCIATEAND JOINT VENTURE
During the year under review, the Company does not have any Subsidiary, Associate and
Joint Venture. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating
to ‘Meeting of the Board of Director and ‘General Meetings, respectively, have
been duly followed by the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following Directors/Officials/ Key Managerial Personnel have been designated as Key
Managerial Personnel (KMP) of the Company by the Board of Directors in terms of the
provisions of Section 203 of the Companies Act, 2013 and the Regulation 2(1) (0) of SEBI
(LODR} Regulations, 2015: Mr. Aditya Khanna - Managing Director! Executive Director Mr.
Ashish Khanna - Executive Director & CFO
Mrs. Gunja Singh - Women and Independent Director/ Non-Executive Director Mr.Vikas
Grover - Non- Executive Director
* Mr. Bal Wan - Independent Director/ Non-Executive Director
** Mr. Nakul Badopalia - Independent Director/ Non-Executive Director Ms. Manisha
Choudhary - Company Secretary & Compliance Officer
There are few changes in Key Managerial Personnel and management during the Financial
Year. A brief description is given hereunder: I. Ms. Poonam, Company Secretary of the
Company resigned from her office with effect from dated 30th January, 2023
2. Ms. Sonia Vaid appointed as Company Secretary & Compliance Officer of the
Company with effect from dated :5th March, 2023.
3. Ms. Sonia Vaid has resigned from her office due to some health issues with effect
from dated 30th May, 2023
4. Ms. Manisha Choudhary has appointed as new Company Secretary & Compliance
Officer of the Company with effect from dated :8th July, 2023.
5. *Mr. Bal Wan (DIN-08955223), Independent Director of the company has resigned from
the company with effect from dated. 29th June, 2023.
6. **Mr. Nakul Badopalia (DIN- 08589303) has appointed as the Additional Independent
Director of the company with effect from 10th August, 2023. MEETINGS OF INDEPENDENT
DIRECTORS
The Companys Independent Directors meet at least once in every year without the
presence of Non-Independent Directors and Management Personnel. Such meetings are
conducted to enable Independent Directors to discuss matters pertaining to the Companys
affairs and put forth their views to the other Independent Directors. Independent
Directors take appropriate steps to present their views to the Board. The Independent
directors met two times during the financial year 2022-23 on 30th May, 2022 and : 0th
January, 2023. The Independent Directors at the meeting, inter alia, reviewed the
following:
* Performance of Non-Independent Directors and Board as a whole.
* Performance of the Chairman of the Board, taking into account the views of Executive
Directors and Non-Executive Directors. ? Assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. The declaration of Independent
Director is attached as per Annexure ‘A. MEETINGS OF THE BOARD: The strength of
Board of Directors as on March 31, 2023 were 5 Directors. The Board comprises of two
executive directors, one Non-Executive Director and two independent directors. MEETINGS OF
THE BOARD: The strength of Board of Directors as on March 31, 2023 were 5 Directors. The
Board comprises of two executive directors, one Non-Executive Director and two independent
directors.
| Date of Meetings |
Board Strength |
No. of Directors present |
| 30th May, 2022 |
05 |
05 |
| 20th July, 2022 |
05 |
05 |
| I 1th November, 2022 |
05 |
05 |
| 10th January, 2023 |
05 |
05 |
| : 3th February, 2023 |
05 |
05 |
| : 5th March, 2023 |
05 |
05 |
The maximum time gap between any two meetings was not more than :20 days.
The composition of Board of Directors and attendance of Directors at the Board Meetings
during the year and at the last Annual General Meeting and also number of other
directorships, 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. Aditya Khanna : |
01860038 |
M.D. |
06 |
Yes |
: |
- |
- |
|
| Mr. Ashish Khanna : |
01251582 |
ED. |
06 |
Yes |
: |
- |
- |
|
| Mrs. Gunja Singh |
08592621 |
1.D. |
06 |
Yes |
- |
- |
- |
- |
| Mr.Vikas Grover |
07075918 |
1.D. |
06 |
Yes |
- |
- |
- |
- |
| *Mr. Bal Wan |
08955223 |
1.D. |
06 |
Yes |
|
|
|
|
**Mr. Nakul Badopalia |
08589303 |
1.D. |
- |
- |
|
|
|
|
] E.D. - Executive Director; :.D.- Independent Director; M.D Managing Director. NED -
Non Executive Director
* Mr. Bal Wan (DIN-08955223), Independent Director of the company has resigned from the
directorship of the company with effect from dated. 29th June, 2023.
** Mr. Nakul Badopalia (DIN- 08589303) has appointed as the Additional Independent
Director of the company with effect from [0th August, 2023. STATUTORY AUDITORS
M/s. Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No. 009073N/
N500320) are the Statutory Auditors of the Company. They were appointed as the Statutory
Auditors of the Company in the Annual General Meeting held in the year 2021 for a period
of 3 years. M/s Ravi Rajan & Co LLP Chartered Accountants, (Firm Registration No.
009073N/ N500320) shall hold the office till the conclusion of 44th Annual General Meeting
to be held in the year 2024. SECRETARIALAUDITORS
M/s. Choudhary Pankaj & Associates, Company Secretaries in practice holding
Membership No. 6642 and COP No. 5417, are the Secretarial Auditors of the Company pursuant
to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditors (Form MR-3) for Financial Year ended on 31st March, 2023 is being annexed to the
Report as per Annexure ‘B. INTERNAL AUDITORS
M/s Narender Singh & Co. Chartered Accountants, (Firm Registration No.030207N) are
the Internal Auditors of the Company. CORPORATE SOCIAL RESPONSIBILITY (CSR) As per section
: 35 of the companies Act 2013 Corporate Social Responsibility are not applicable for our
company. 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 has not earned the adequate profit in this financial Year 2022-23.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (“Listing Regulations”) is presented in a
separate 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 186
of the Companies Act, 201 3 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 and
rule [2(]) of the Companies (Management and Administration) Rules, 2014 in the Form MGT 9
is attached as Annexure-‘C. The Extract of Annual Return for the Financial Year
2022-23 will also be available on the Companys website www.rlfltd.com and on website of
the stock exchange i.e BSE Limited at www.bseindia.com for download RELATED PARTY
TRANSACTIONS
None of the transactions with any of related parties were in conflict with the
Companys 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 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. Pursuant to
Sections : 34(3), 188(:) of the Companies Act, 201 3 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 the particulars of contracts/arrangements entered into by the
Company with related parties referred to in sub-section (I) of section :88 of the
Companies Act, 2013 in Form AOC-2 are provided under Annexure-‘D. CORPORATE
GOVERNANCE REPORT
In terms of SEBI (Listing Obligationand Disclosure requirements) 201 5, The provisions
of Regulation 1 7,18,19,20,21,22,23,24,25,26, 27 and clause (b) to (i) of sub regulation 2
of regulation 46 and Para C, D and E of ScheduleV of SEBI (Listing Obligation and
Disclosure requirements) 2015 are not applicable to the Company. However, Your Company is
committed to maintain highest standard of Corporate Governance and adhere to the
guidelines and hence voluntarily discloses the information as contained in the report of
Corporate Governance. DEMATERIALISATION OF SHARES
The shares in the Company are under compulsory dematerialized trading. The Companys
ISIN No. is INE629C01014. The number of shares dematerialized as on 31.3.2023 are as
follows: NSDL : 5240113 Shares CDSL : 2100785 Shares AUDIT COMMITTEE
The Committees composition and terms of reference meet with requirements of Section :
77 of the Act and Regulation :8 of Listing Regulations. Members of the Audit Committee
possess 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 the
Listing Regulations. The Committee also act as a link between the auditors 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 clarification thereon. The audit committee met four times during the
financial year 2022-23 on 30th May, 2022, 20th July, 2022, : Ith November, 2022 and 10th
January, 2023. The attendance of meeting is given hereunder:
| Name |
Chairman/Member |
No. of meeting(s) attended |
| *Mr. Bal Wan |
- |
4 |
| ** Mr. Nakul Badopalia |
Chairman |
|
| Mr.Ashish Khanna |
Member |
4 |
| Ms. Gunja Singh |
Member |
4 |
* Mr. Bal Wan (DIN-08955223, Independent Director of the company has resigned from the
directorship of the company with effective from dated. 29th June, 2023.
** Mr. Nakul Badopalia (DIN- 08589303) has appointed as the Additional Independent
Director of the company with effect from 10th August, 2023.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee constituted by the Board of Directors
consists of 3 non-executive independent/ non independent directors: Brief description of
terms of reference: To formulate the criteria for determining qualifications, positive
attributes and independence of a director, formulate the criteria for evaluation of
Independent Directors and the Board and performance of every Directors of the Board and
recommend to the Board, all remuneration, in whatever form, payable to Senior Management
i.e. Chief Executive Officer, Managing Director, Whole time Director, Manager, Chief
Financial Officer and Company Secretary. The Nomination and Remuneration committee met
five times during the financial year 2022-23 on 30th May, 2022, 20th July, 2022, : Ith
November, 2022, : 3th February, 2023 and : 5th March, 2023. The attendance of meeting is
given hereunder:
| Name |
Chairman/Member |
No. of meeting(s) attended |
| Mrs. Gunja Singh |
Chairman |
5 |
| Mr.Vikas Grover |
Member |
5 |
| *Mr. Bal Wan |
Member |
5 |
| ** Mr. Nakul Badopalia |
Member |
- |
* Mr. Bal Wan (DIN-08955223, Independent Director of the company has resigned from the
directorship of the company with effective from dated. 29th June, 2023.
** Mr. Nakul Badopalia (DIN- 08589303) has appointed as the Additional Independent
Director of the company with effect from 10th August, 2023. STAKEHOLDER RELATIONSHIP
COMMITTEE
The Stakeholder Relationship Committee was constituted to comply with the Companies
Act, 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 matters connected with transfer of
Companys Securities and to resolve concerns/complaints/ grievances of the security
holders including complaints related to transfer! transmission of shares, non-receipt of
annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc. The Stakeholder Relationship committee met four times during the
financial year 2022-23 on 30th May, 2022, 20th July, 2022,
: Ith November; 2022 and : 3th February, 2023. The attendance of meeting is given
hereunder:
| Name |
Chairman/Member |
No. of meeting(s) attended |
| Mr. Aditya Khanna |
Chairman |
4 |
| Mrs. Gunja Singh |
Member |
4 |
| * Mr. Bal Wan |
- |
4 |
| ** Mr. Nakul Badopalia |
Member |
- |
* Mr. Bal Wan (DIN-08955223), Independent Director of the company has resigned from the
directorship of the company with effective from dated. 29th June, 2023.
** Mr. Nakul Badopalia (DIN- 08589303) has appointed as the Additional Independent
Director of the company with effect from 10th August, 2023.
SHARE TRANSFER/ TRANSMISSION COMMITTEE The Share Transfer comprises of following
members: Mr. Aditya Khanna - Member Mr. Ashish Khanna - Member Ms. Gunja Singh - Member
Mr.Vikas Grover - Member
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (“Listing Regulations”) is presented in a
separate section, forming part of this Annual Report. FORMAL EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for
performance evaluation. In accordance with the manner specified by the Nomination and
Remuneration Committee, the Board carried out performance evaluation of the Board, its
Committees, and Individual Directors (including Independent Directors). The Independent
Directors separately carried out evaluation of Chairperson, Non-Independent Directors and
Board as a whole. The performance of each Committee was evaluated by the Board, based on
views received from respective Committee Members. The report on performance evaluation of
the Individual Director was reviewed by the Chairperson of the Board and feedback was
given to Directors. VIGIL MECHANISMAND WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the
Directors and employees of the Company for reporting genuine concerns about unethical
practices and suspected or actual fraud or violation of the code of conduct of the Company
as prescribed under the Companies Act, 2013, Regulation 22 of the Listing Obligation and
Disclosure Requirements, 2015. This Vigil Mechanism shall provide a channel to the
employees and Directors to report to the management concerns about unethical behavior, and
also provide for adequate safeguards against victimization of persons who use the
mechanism and also make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. It is affirmed that no personnel of the
company has been denied access to the Audit Committee. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013 The Company has zero
tolerance towards sexual harassment at workplace and has adopted a policy to abide by
letter and spirit requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year,
Company has not received any complaint of sexual harassment. Disclosures in relation to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:
| Number of complaints filed during the financial year |
NIL |
| Number of complaints disposed of during the financial year |
NIL |
| Number of complaints pending as on end of the financial year |
NIL |
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.
TECHNOLOGY ABSORPTION: i. Efforts made towards technology absorption: ii. The Company
has not entered into any technology agreement or collaborations iii. The benefits derived
like product improvement, cost reduction, product development or import substitution: None
iv. Information regarding imported technology (Imported during last three years):
\2 The Company has not imported any technology during the last three years. iv.
Expenditure incurred on research and development: None 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) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No
employee is drawing remuneration in excess of the limits set out in the said rules are
provided in the Act. RISK MANAGEMENT SYSTEM
The Companys business is exposed to both external and internal risks. Your Company has
incorporated processes and systems to proactively monitor; manage and mitigate these risks
along with appropriate review mechanisms. The Company has an elaborate Risk Management
Framework, which is designed to enable risks to be identified, assessed and mitigated
appropriately. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements and dedicated Internal Auditor to ensure its adequacy. The scope and
authority of the Internal Auditor is well defined in the organization. To maintain its
objectivity and independence, the Internal Auditor reports to the Chairman of the Audit
Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance with operating
systems, accounting procedures and policies of the Company. Based on the report of the
Internal Auditor, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and corrective actions
suggested are presented to the Audit Committee of the Board. The Statutory Auditor of the
Company has also given an opinion that the Internal Financial Controls over Financial
Reporting are adequate and are operating effectively at the end of the financial. EVENT
BASED DISCLOSURE
During the year under review, the Company has not taken up any of the following
activities:
I. Issue of sweat equity share:The Company has not issued any sweat equity shares
during the year under review and hence no information as per provisions of Section 54(1)
(d) of the Act read with Rule 8(I 3) of the Companies (Share Capital and Debenture) Rules,
2014.
2. Issue of shares with differential rights: The Company has not issued any shares with
differential rights and hence no information as per provisions of Section 43(a) (ii) of
the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employees stock option scheme: The Company has not issued any
equity shares under Employees Stock Option Scheme during the year under review and hence
no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of
the Companies (Share Capital and Debenture) Rules, 2014.
4. Disclosure on purchase by company or giving of loans by it for purchase of its
shares: 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 on
preferential basis during the period under review.
SIGNIFICANT AND MATERIAL ORDERS:
There is no significant and material order passed by the Regulators or Courts or
Tribunals impacting the going concern status and Companys operations in future.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the explanations obtained by
them, your Directors make the following statements in terms of Section :34(3) (c) of the
Companies Act, 201 3:
( In preparation of the annual accounts the applicable accounting standards had been
followed along with proper explanation relating to material departures; (i) The Directors
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 March 31, 2023 and the
profit of the company for that period; (iii) The Directors have been 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 /
detecting fraud and other irregularities; (iv) The Directors have prepared the annual
accounts on a going concern basis.
\) The Directors, in case of listed Company, have laid down internal financial controls
to be followed by the company and that such financial controls are adequate and operating
effectively. (v1) The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively. Acknowledgement: Your Directors wish to thank the collaborators, financial
institutions, bankers, customers, suppliers, shareholders and employees for their
continued support and co-operations. For and on behalf of the Board RLF Limited
|
Sd/- |
| Date : 10.08.2023 |
(Aditya Khanna) |
| Place: Gurugram, Haryana. |
Managing Director |
|
DIN: 01860038 |
+91-9892691696
