RLF
Corporate Governance Report
This report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and the report contains the details of Corporate Governance systems followed by RLF Limited
Company’s philosophy on Code of Governance :
The Company’s philosophy of Corporate Governance aims at establishing and practicing a system of good Corporate Governance which will assist the management in managing the Company’s business in an efficient and transparent manner in all facets of its operations and in its interaction with stakeholders namely:-
Shareholders as providers of risk capital, to provide them a reasonable return and enhance shareholder value;
Environment to adhere to the environment standards to make the product and process, environment friendly;
Employees to promote development and well-being;
Society to maintain Company’s economic viability as producer of goods and services tax.
 
Managing Director Mr. Aditya Khanna
Independent Director Mr. Virendra Kumar Batra
Independent Director Mr. Kapil Dutta
Executive Director Mr. Ashish Khanna
Independent Director Mr. Vipin Bali
Independent Director Mrs. Vimal Kumari
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

Board of Directors

The Strength of Board of Directors as on March 31, 2019 was 4 Directors. The Board comprises of two Executive Director one designated as Managing Director. Two are Independent Directors. The Board meets the requirement of not less than half of the Board being Independent Directors.
Composition of the Board and category of Directors is as follows:-

Managing Director Mr. Aditya Khanna
Non Independent Director Mr. Ashish Khanna
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 05th May, 2018, 03rd August, 2018, 13th November, 2018, and 08th February, 2019. Annual General Meeting was held on 25th September, 2018.

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, 2019 is as under :-

Meetings and Attendance

Date of Meetings Board Strength No. of Directors present
5th May, 2018 06 06
3rd August, 2018 06 06
13th November, 2018 06 06
8th Februrary,2019 05 05

The maximum time gap between any two meetings was not more than 120 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 directorship, committee memberships and chairmanships held by them are given below

Name of the Director 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. Anil Kumar Khanna* 00207839 E.D. 04 Yes 11 Nil Nil United Leasing and Industries Limited
Mr. Aditya Khanna 01860038 M.D. 04 Yes 08 Nil Nil United Leasing and Industries Limited
Mr. Ashish Khanna 01251582 E.D. 04 Yes 10 01 Nil United Leasing and Industries Limited
Mr. B. L. Khurana** 00671592 I.D. 03 Yes Nil Nil Nil -
Mr. Suman Kapur 00590936 I.D. 04 Yes 1 Nil Nil -
Ms. Pushpa Latha CS 07225452 I.D. 04 Yes Nil Nil Nil -
Mrs. Meena Khanna*** 08384345 E.D 01 No 02 Nil Nil -

•E.D. - Executive Director; I.D. - Independent Director; M.D – Managing Director.
* Mr. Anil Kumar Khanna resigned as Director of the Company w.e.f 8th February, 2019.
** Mr. B. L Khurana demised on 22nd January, 2019.
*** Mrs. Meena Khanna was appointed as Director w.e.f. 8th February, 2019 and ceased to be Director w.e.f 22nd March, 2019.
1 (One) Board Meeting was held during her tenure.

AUDIT COMMITTEE
The Committee’s composition and terms of reference meet with requirements of Section 177 of the Act and Regulation 18 of Listing Regulations. Members of the Audit Committee possess financial/accounting expertise/exposure.
The said code of conduct has been posted on the website of the Company www.rlfltd.com.

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 2018-19 on 05th May,2018, 03rd August,2018, 13th November,2018 and 08th Februrary,2019. The attendance of meeting is given hereunder:
 
Name Chairman / Member No. of Meeting(s) attended
Mr. B.L. Khurana Chairman 3
Mr. Suman Kapur Member 4
Mrs. Pushpa Latha CS Member 4
Mr. Ashish Khanna w.e.f. 08.02.2019 Member 1
*Mr. BL Khurana demise on 22nd January, 2019. Mr. Ashish Khanna is appointed as the Member of the Audit Committee Meeting

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 four times during the financial year 2018-19 on 05th May, 2018, 03rd August, 2018, 13th November, 2018 and 08th Februrary, 2019. The attendance of meeting is given hereunder:


Name Chairman / Member No. of Meeting(s) attended
Mr. Suman Kapur Chairman 4
Mr. Aditya Khanna Member 4
Mrs.Pushpa Latha CS Member 4

STAKEHOLDERS’ 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 Company’s 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 comprises of following members:

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

SHARE TRANSFER / TRANSMISSION COMMITTEE
The Share Transfer comprises of following members:

Mr. Suman Kapur Member
Mr. Suman Kapur Member
Mr. Ashish Khanna Member
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.

General Body Meeting

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

Date & Year Time Location
September 25, 2018 12.00 Noon 14 Kms., Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana.
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.

b) Special Resolution passed in the previous three Annual General Meetings:
During the last three financial years, special resolutions were passed in the Annual General Meeting held on 30th September, 2016, 23rd September, 2017 and 25th September, 2018 for following matters:"

    • Addition, Deletion and renumbering of Object Clause of Memorandum and Article of Association of the Company
    • 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

The Company has been sending physical copies of the Annual Reports, notices and other communications through the prescribed modes of postage. However, in case where email id of a member is registered, such communications are sent to the registered email id of the members.

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 Friday, 27th September, 2019 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 21st September 2019 to 26th September 2019 (Both days inclusive)
Cut-Off Date (Record Date) 20th September 2019
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, Noble Heights, 1st Floor, NH-2 C-1 Block LSC, Near Savitri Market Janakpuri, New Delhi-110058. Tel. 011-41410592/93/94, Fax No.011- 41410591. E-Mail : delhi@linkintime.co.in
Share Transfer System Share Transfer request can be lodged As per SEBI mandate, effective April 1, 2019, no share can be transferred in physical mode. Hence, the Company has stopped accepting any fresh lodgement of transfer of shares in physical form. The Company had sent communication to the shareholders encouraging them to dematerialise their holding in the Company.
Shareholders holding shares in physical form are advised to avail facility of dematerialisation.
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 7,248,898 equity shares, which are 72.57% of the paid up capital as on March 31, 2019, 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
Registered office and the Plant Locations of the Company RLF Limited, 14 Kms, Gurugram Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurugram, Haryana-122001.
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
investorrelation@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 8464 89.3487 2066090 20.6839
2 501 to. 1000 636 6.7138 480528 4.8106
3 1001 to. 2000 210 2.2168 317096 3.1745
4 2001 to. 3000 56 0.5912 145994 1.4616
5 3001 to. 4000 23 0.2428 80210 0.8030
6 4001 to. 5000 21 0.2217 99215 0.9933
7 5001 to. 10000 24 0.2534 174781 1.7498
8 10001 to. 10001 and above 39 0.4117 6624969 66.3234
  Total 9473 100.00 9988883 100.00


Shareholding Pattern as on March 31, 2019

Sl.No. Category No. of shares held % age of shareholding
1 Indian Promoters 4,655,500 46.61
2 Banks, Financial Institutions, Insurance Companies (Central/State Govt.) 191,900 1.92
3 FIIs / NRIs/OCBs 0 0.00
4 Mutual Funds and UTI 7,900 0.08
5 Domestic Companies 426,474 4.27
6 Resident Individuals 4,707,109 47.12
  Total 9988883 100.00

DISCLOSURES

a) None of the transactions with any of the related parties were in conflict with the interest of Company at large during the F.Y. 2018-19.

b) The Company has furnished compliances on related party transaction and also on dealing with material related party transaction.

c) Details of non-compliance by the company, penalties and strictness imposed on the company by stock exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: Received and Complied with

d) Secretarial Audit:

a) Pursuant to section 204 of the Companies Act,2013 the company has reappointed M/s. Shashi Shekhar Associates, Company Secretaries in practices to conduct and independent Secretarial Audit of the Company for the Financial year 2018-19. The detailed Secretarial Audit Report forms part of the Board of Director’s Report.

e) Risk Management and Risk Management Committee:

a) The Company has laid down the process of Risk Management and Assessment procedure which is periodically reviewed by the Board Members. The Company has formed internal management committee chaired by the Chief Financial Officer of the Company to review and identify the risk and work with the Risk Management Committee towards mitigation of the risks.

The objective of the policy is given below:

Inculcating a risk culture into the mindsets of the organization. Enhance awareness of managing risks across the organization. To have a continuous process of identifying pertinent risk in the changing environment. To have mitigation measure closely monitored and implemented

CEO/CFO Certification

For and on the behalf of the Board RLF Limited

Sd/-
Aditya Khanna
Managing Director
DIN:- 01860038
Date:-12th August, 2019
Place:- Gurugram,Haryana