rlf ltd share price Directors report


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