RLF
Corporate Governance Report
Company’s philosophy on Code of Governance :
Your Company firmly believes that good Corporate Governance practices are ingredients for the balanced development of an organization and that they not only maximize the shareholder's value but also contribute to the sustained and long lasting development of the organization. The Board of Directors believes in ethical values and high moral standards for achieving the highest standards of Corporate Governance. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We keep our governance practices under continuous review and strive to achieve excellence in governance norms.
Board of Directors

The Strength of Board of Directors as on March 31, 2018 was 6 Directors. The Board comprises of three Executive Director one designated as Managing Director. Three are Non Executive Independent Directors. The Board meets the requirement of not less than half of the Board being Independent Directors, the Chairperson being a promoter Director
Composition of the Board and category of Directors is as follows:-

Chairman & Managing Director Mr. Anil Kumar Khanna
Non Independent Director Mr. Aditya Khanna
Non Independent Director Mr. Ashish Khanna
Independent Director Mr. B.L. Khurana
Independent Director Mr. Suman Kapur
Independent Director Ms. Pushpa Latha Cs

BOARD MEETING AND ANNUAL GENERAL MEETING
During the year the Board of Directors of the Company met on 30th May, 2017, 09th August, 2017, 08th November, 2017, and 13th February, 2018. Annual General Meeting was held on 23rd September, 2017.

The maximum time gap between any two Board Meetings was not more than 120 days
Record of attendance of Directors at the Board Meeting, Annual General Meeting, held during the year ended 31st March, 2018 is as under :-

Meetings and Attendance

Name of the Director Category No. of Board Meetings attended out of 4 Meetings held Attendance at the AGM held on Sept. 23, 2017 No. of other Directorships held as at March 31,2018 Committee/s position as at March 31, 2016
          
         
Member Chairman
Mr. Anil Kumar Khanna Managing Director/Promoter 4  Yes 14
1 1
Mr. B. L. Khurana

Independent/Non ExecutiveDirector

4 Yes 5
3 1
Mr. Suman Kapur Independent/Non Execut ive Director 4 Yes 1
4 2
Mr. Adit ya Khanna Non Independent Execut ive Director 4 Yes 8
2 -
Mr. Ashish Khanna Non Independent Executive Director 4 Yes 10
- -
Ms. Pushpa Latha CS Independent/Non Executive Director. 4 Yes -
2 -

CODE OF CONDUCT
The Board laid down the Code of Conduct for Board Members and Senior Management of the Company, which also includes the duties of Independent directors.
The said code of conduct has been posted on the website of the Company www.rlfltd.com.

AUDIT COMMITTEE:

Audit Committee met four times during the financial year 2017-18 on 30th May, 2017, 09th August, 2017, 08th November, 2017, and 13th February, 2018.
The Composition of the Audit Committee as on March 31, 2018 and attendance at its meeting is given hereunder:
Name Chairman / Member No. of Meeting(s) attended
Mr. B.L. Khurana Chairman 4
Mr. Suman Kapur Member 4
Mrs. Pushpa Latha CS Member 4

NOMINATION AND REMUNERATION COMMITTEE

Nomination & Remuneration Committee met four times during the financial year 2017-18 on 30th May, 2017, 09th August, 2017, 08th November, 2017, and 13th February, 2018.
The Composition of the Nomination and Remuneration Committee as on March 31, 2018 and attendance at its meeting is given hereunder:
Name Chairman / Member No. of Meeting(s) attended
Mr. Suman Kapur Chairman 4
Mr. B.L. Khurana Member 4
Mr. Aditya Khanna Member 4
STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee met four times during the financial year 2017-18 on 30th May, 2017, 09th August, 2017, 08th November, 2017, and 13th February, 2018.

The Composition of the Stakeholder Relationship Committee as on March 31, 2018 and attendance at its meeting is given hereunder:
Name Chairman / Member No. of Meeting(s) attended
Mr. Suman Kapur Chairman 4
Mr. B.L. Khurana Member 4
Ms.Pusha Lata CS Member 4


CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 net worth of Rs.500 Crores or more or turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores 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.

COMPLIANCE UNDER THE COMPANIES ACT, 2013 AND ADDITIONAL SEBI STIPULATIONS

The Companies Act 2013 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 was 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 and protect the interests 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.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Company's Statutory Auditors M/s Raj Anirudh & Associates, Chartered Accountants confirming the compliance of conditions of Corporate Governance, as stipulated under Listing Agreement/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed thereto. FORMAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Clauses of the Listing Agreement/ Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out an annual evaluation of its own, its Committees, the Chairperson and the Directors, individually. A detailed note on the manner of evaluation forms a part of 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 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.

The details of the transaction with Related Party are provided in the Form AOC-2 annexed to the Directors' Report.

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.

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 2017-18 and hence no complaint is outstanding as on 31.3.2018 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.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, it appointed M/s. Shashi Shekhar & Associates, a proprietorship firm of Company Secretaries in practice, to undertake the Secretarial Audit. The Self Explanatory report of the Secretarial Audit is attached as Annexure-'B'. Secretarial Standard-1 was implemented with effect from July 1, 2015 and there were few inadvertent procedural lapses in its compliance at the implementation stage. However, proper compliances were made thereafter during the year under review. Typing errors in the minutes were accidental, which is being taken care.

General Body Meeting

a) Location and time, where last three AGMs held.

Date & Year Time Location
September 23, 2017 12.00 Noon 14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
September 30, 2016 12.00 Noon 14 Kms.,Gurugram Pataudi Road,Village Jhund Sarai Veeran,Distt.Gurugram,Haryana.
September 30, 2015 3.00 P.M 14km, Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.

b) Special Resolution passed in the previous three Annual General Meetings:
During the last three financial years, special resolutions were passed only in the Annual General Meeting held on 30th September, 2016 for following matter:"

    Adoption of the new Memorandum and Articles of Association as per the Companies Act, 2013.
    Renew of the unsecured deposits from members of the Company up to permissible limits as prescribed under rule 3 (4) of the Companies (Acceptance of Deposits) Rules 2014.

    Approval of Corporate Guarantee in favor of Syndicate Bank on behalf of Chitra Utsav Video Pvt.Ltd. for a Term Loan of Rs.1.50 Crore.
c) Postal Ballot :
No special resolution was passed last year through Postal Ballot. The Company is not proposing passing of any special resolution through postal ballot in the ensuring Annual General Meeting.

MEANS OF COMMUNICATION


i) Quarterly Results Published in English and Hindi newspaper every quarter
ii) Newspapers wherein results normally published a) The Pioneer English
b) Veer Arjun Hindi
iii) Any Website, where displayed www.rlfltd.com
iv) Whether it also displays official news release Yes
v) The presentation made to instutional investors or to the analysis The presentation is available on the website of the Company.


General Shareholder Information


Annual General Meeting Date time and Venue Tuesday, 25th September, 2018 12.00 Noon 14 Kms, Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
Financial Year 1st April to 31st March
Date of Book Closure 19th September 2018 to 24th September 2017 (Both days inclusive)
Cut-Off Date (Record Date) 18th September 2018
Dividend payment date Not applicable due to non declaration of dividend.
Listing on Stock Exchanges BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai-400001 Stock Code: 512618.
The Company is regular in payment of Listing Fee to BSE Limited.
ISIN No. INE 629C01014.
Registrar and Transfer Agents Link Intime India Pvt. Ltd, 44, Community Centre, Phase-1, Near PVR, Naraina Industrial Area, New Delhi-110028. Tel. 011-41410592/93/94, Fax No.011- 41410591. E-Mail : delhi@linkintime.co.in
Share Transfer System Share Transfer request can be lodged with the Registrar and Transfer Agents at the above mentioned address. Share Transfer requests received in physical form is registered within an average period of 15 days. A Share Transfer Committee comprising of members of the Board generally meets once in a fortnight to consider the transfer of shares.


Dematerialization of Shares 7171198 equity shares, which are 71.79% of the paid up capital as on March 31, 2018, have been dematerialized.
Outstanding GDR/ ADR/ Warrants or any Convertible instruments, conversion date and likely impact on equity The company has not issued any GDR/ ADR/ Warrants or any convertible instruments that are pending for conversion
Plant Locations and the Registered office of the Company 14 Kms, Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
Corporate Office & Correspondence Address RLF Limited, D-41, South Extension, Part-II, New Delhi-110049.
Tel : 011- 26258237, 49075251
Website
Investor e- mail
www.rlfltd.com
investorrelations@rlfltd.com


Distribution of Shareholding as on 31.03.2018


Sr.No. Shareholding of Nominal shares No. Of Share Holder s % Age of Share Holder Total No.of Shares % Age of Total
1 | to. 500 8501 89.3525 20 79081 20.8139
2 501 to. 1000 639 6.7164 483044 4.8358
3 1001 to. 2000 209 2.1968 315713 3.1606
4 2001 to. 3000 56 0.5886 1 45671 1.4583
5 3001 to. 4000 21 0.2207 73458 0.7354
6 4001 to. 5000 23 0.2417 108482 1.0860
7 5001 to. 10000 25 0.2628 183312 1.8352
8 10001 to. 10001 and above 40 0.4204 6600122 66.0747
  Total 9514 100.00 9988883 100.00


Shareholding pattern as on 31.03.2018

Sl.No. Category No. of shares held % age of shareholding
1 Indian Promoters 4655500 46.61
2 Banks, Financial Institutions, Insurance Companies (Central/State Govt.) 191900 1.92
3 FIIs / NRIs/OCBs 0 0.00
4 Mutual Funds and UTI 7900 0.08
5 Domestic Companies 426339 4.27
6 Resident Individuals 4707244 47.12
  Total 9988883 100.00