To
The Members,
Your Directors have great pleasure in presenting the 45th
Annual Report together with the Audited Annual Accounts of the Company for the financial
year ended on 31st March, 2025.
1. FINANCIAL RESULTS
The summarized financial results of the Company for the year ended 31st
March, 2025 and for the previous year ended 31st March, 2024 are as
follows:
| Particulars |
March 31, 2025 |
March 31, 2024 |
| Revenue from Operations |
108.01 |
186.36 |
| Other Income |
46.83 |
50.17 |
| Total Revenue |
154.85 |
236.53 |
| Total Expenses |
155.17 |
230.06 |
| Profit / (loss) before extraordinary items and tax |
(0.32) |
6.47 |
| Profit / (loss) before tax |
(5.08) |
4.46 |
| Profit/ Loss for the year |
(22.82) |
4.46 |
| Earnings Per Share |
|
|
| -Basic |
(0.24) |
0.05 |
| -Diluted |
(0.23) |
0.04 |
2. PERFORMANCE HIGHLIGHTS
During the year under review, the Company has total operational Income
of Rs. 108.01 Lakhs and has incurred loss of Rs. 22.82 Lakhs at the year ended 31.03.2025
as Compared to total operational Income of Rs. 186.36 Lakhs and has earned profit of Rs.
4.46 Lakhs during the previous year ended 31.03.2024. These financial results are
presented in the Statement of Profit & Loss and are self-explanatory.
The Company?s focus shall continue to be on improving specialty
and efforts particularly on embroidery business which would yield results in coming years.
These actions would continue to enhance the pace of business and would contribute in long
term growth.
3. SHARE CAPITAL a. Authorised Share Capital
The Authorised share capital of the Company is Rs. 15,00,00,000/-
divided into 1,50,00,000 equity shares of Rs. 10 each as on Financial Year ended
2024-2025.
b. Issued, Subscribed & Paid-Up Capital
The Issued capital of the Company stood at 9,98,88,830/-, divided into
99,88,883 equity shares of 10/- each. During the financial year 2024-2025, the issued
capital comprised 96,43,060 fully paid-up equity shares and 3,47,423 partly paid-up equity
shares.
The Board of Directors, at its meeting, decided to issue a Final Call
Money-cum-Forfeiture Notice to the holders of the 3,47,423 partly paid-up equity shares,
for the balance call amount of 5/- per share (towards the face value of Rs. 10/-).
As on March 31, 2025, call money was received on 1,700 partly paid-up
equity shares. Subsequently, as on the date of this report, call money has been received
on a total of 300 partly paid-up equity shares, and the balance 3,45,423 shares remain
unpaid and subject to further necessary action as per applicable regulations.
4. DIVIDEND
The Board of Directors of the Company has not recommended any dividend
during the year after reviewing Financial Statements of the Company.
5. RESERVE
The Company has not proposed any amount to be transferred to the
General Reserve.
6. DEPOSITS
During the year under review, Company has not invited, accepted or
renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any
other relevant provisions of the Companies Act, 2013 and the rules made there under.
Accordingly, the requirement to furnish details relating to deposits covered under Chapter
V of the Companies Act, 2013 does not arise.
7. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no significant changes was made
in the nature of the company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
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.
9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
During the year under review, the Company does not have any Subsidiary,
Associate and Joint Venture.
10. 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.
11. KEY MANAGERIAL PERSONNEL
| Mr. Aditya Khanna |
- Managing Director |
| Mr. Aditya Khanna |
- Chief Financial Officer |
| Ms. Deepti Mittal |
- Company Secretary |
Details of Chief Financial Officer are as follows:
Mr. Ashish Khanna was appointed as the Chief Financial Officer of the
Company who had resigned from its office- effective from dated 29th May, 2025
and Mr. Aditya Khanna has been appointed as new Chief Financial Officer of the Company
of the Company effective from dated 29th May, 2025.
Details of Company Secretary are as follows:
Ms. Ragini Maurya was appointed as Company Secretary of the Company
with effective from dated 29th June, 2024 and had resigned from its office - effective
from dated 12th November, 2024 and Ms. Deepti Mittal has been appointed as
new Company Secretary & Compliance Officer of the Company effective from dated 21st
February, 2025.
12. DIVERSITY OF THE BOARD
The Company believes that diversity is important to the work culture at
any organization. In particular, a diverse Board, among others, will enhance the quality
of decisions by utilizing different skills, qualifications and professional experience for
achieving sustainable and balanced development.
13. DIRECTORS
The Board Comprises of 4 Directors, namely: -
| Mr. Aditya Khanna |
- Managing Director |
| Mr. Ashish Khanna |
- Non- Executive Director |
| Mrs. Gunja Singh |
- Women Independent Director |
| Mr. Karm Sawhney |
- Independent Director |
All the Independent Directors of your Company have given declarations
that they meet criteria of Independence as prescribed both under the Act and Securities
and Exchange of Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015.
CHANGE IN BOARD OF DIRECTORS AFTER THE CLOSING OF THE FINANCIAL YEAR
I. Mr. Nakul Badopalia, Independent Director of the Company has
resigned from the company dated on 12th May, 2025.
II. Mr. Vikas Grover, Non-Executive Director of the Company has
resigned from the company dated on 12th May, 2025.
III. Mr. Karm Sawhney has been appointed as an Additional
Director (Non-Executive Independent Director) of the Company dated on 29th May, 2025.
IV. Mr. Ashish Khanna designation has been changed to
Non-Executive Non-Independent Director of the company dated on 29th May, 2025
14. MEETINGS OF THE BOARD:
The Board of the company regularly meets to discuss various business
opportunities. Additional Board Meetings are convened as and when required to discuss and
decide on various business policies, strategies and other businesses. During Financial
Year 2024-25, 9 (Nine) Board Meeting has been conducted and the maximum time gap
between any two meetings was not more than 120 days.
| S.No. |
Date of Meetings |
Board Strength |
No. of Directors present |
| 1 |
30th May, 2024 |
05 |
05 |
| 2 |
29th June, 2024 |
05 |
05 |
| 3 |
29th July, 2024 |
05 |
04 |
| 4 |
14th August, 2024 |
05 |
05 |
| 5 |
30th August, 2024 |
05 |
05 |
| 6 |
12th November, 2024 |
05 |
05 |
| 7 |
22nd January, 2025 |
05 |
04 |
| 8 |
14th February, 2025 |
05 |
05 |
| 9 |
21st February, 2025 |
05 |
05 |
The strength of Board of Directors as on March 31, 2025 were 5
Directors. The Board comprises of Two Executive Directors, One Non-Executive Director and
Two Independent Directors. 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:
|
Details |
Attendance |
| Name of Directors |
DIN |
Category |
Board Meeting |
44th AGM |
| Mr. Aditya Khanna |
01860038 |
M.D. |
09 |
Yes |
| Mr. Ashish Khanna |
01251582 |
E.D. |
09 |
Yes |
| Mrs. Gunja Singh |
08592621 |
I.D. |
07 |
Yes |
| Mr. Nakul Badopalia |
08589303 |
I.D. |
09 |
Yes |
| Mr. Vikas Grover |
07075918 |
N.E.D. |
09 |
Yes |
E.D. - Executive Director; I.D. - Independent Director; M.D Managing
Director. NED- Non-Executive Director
15. MANAGEMENT?S DISCUSSION AND ANALYSIS REPORT
Management?s 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 as an
Annexure-‘A?
16. AUDITOR AND AUDITOR?S REPORT:
Statutory Auditor
In terms of Section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, the members of the Company at their 44th Annual General Meeting of
the Company held on 30th September 2024, approved the appointment of M/s. RK Bhalla
& Co., Chartered Accountants (Firm Registration No. 024798N), as the
Statutory Auditors of the Company for a term of five consecutive years i.e. from the
conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General
Meeting to be held in the financial year 2029.
Further the report of the Statutory Auditors along with notes to
Schedules is enclosed to this report. There is no qualification, disclaimer, reservation
or adverse remark made by the Statutory in their report for the financial year ended 31
March 2025.
Secretarial Auditors
In terms of the provision of the Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed M/s Sumit Bajaj & Associates, a peer reviewed
Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial
Year 2024-25.
In accordance with the provisions of Section 204 of the Act, M/s Sumit
Bajaj & Associates conducted the secretarial audit for the financial year ended 31
March 2025. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is
attached as Annexure 'B'.and forms part of the Directors? Report.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
Internal Auditor
M/s Pankaj Sachdeva & Co., (Firm Registration No. 039532N) was
appointed as Internal Auditor of the Company for the financial year 2024-2025 on August
30th, 2024 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
the Rule 13 of the Companies (Accounts) Rules, 2014.
The Report of the Internal Auditors is reviewed by the Audit Committee.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per section 135 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
2024-25.
18. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments cover under the Provisions
of Section 186 of the Companies Act, 2013 are provided in the Notes to the Standalone
Financial statements for the financial year ended 31 March 2025.
19. EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return as per section 92(3) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 will
be available on the Company's website https://www.rlfltd.com/.
20. INDEPENDENT DIRECTORS? DECLARATION
Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in section 149(6) of the Companies
Act,2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act,2013 and the relevant Rules.
These declarations confirm that they are independent of the management
and possess the requisite integrity, expertise, and experience to serve on the Board as
Independent Directors. The Board of Directors places on record its deep appreciation for
the valuable contributions made by the Independent Directors in guiding the Company
towards sustained growth and governance excellence.
21. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT
TO SECTION 134(3) (e) AND SECTION 178 (3)
The Company?s Policy on Director?s appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters as provided under Section 178(3) of the
Companies Act, 2013 can be accessed on the Company?s website at
https://www.rlfltd.com/.
The Objective of the Policy is to ensure that
? The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully. ? Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and ? Remuneration to Directors, Key Managerial
Personnel and Senior Management involves a balance between fixed and incentive pay
reflecting short- and long-term performance objectives appropriate to the working of the
Company and its goals
22. CORPORATE GOVERNANCE REPORT
In terms of Regulation 15(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance
with the corporate governance provisions as specified in regulations 17, 17A, 18, 19,
20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation
(2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure requirements) 2015 are not applicable to the Company.
23. DEMATERIALISATION OF SHARES
The shares in the Company are under compulsory dematerialized trading.
The Company's ISIN No. is INE629C01014. The number of shares dematerialized as on 31.03.2025
are as follows:
NSDL : 5184414 Shares CDSL : 2182544 Shares
24. MEETINGS OF INDEPENDENT DIRECTORS
The Company?s 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 Company?s 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 one times during the
financial year 2024-25 on 30th May, 2024.
25. COMMITTEES OF THE BOARD
The Company has duly constituted and reconstituted the following
statutory Committees in terms of the provisions of the Act read with relevant rules framed
thereunder during the reporting period and up to the date of this report:
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders Relationship
Committee 4. Share Transfer/ Transmission Committee
AUDIT COMMITTEE
The Audit Committee comprises of three (3) members, two (2) of them are
independent non-executive directors and one (1) is executive director. The
Committee?s composition and terms of reference meet with requirements of Section 177
of the Companies Act, 2013 and Listing Regulations.
Composition of the Audit Committee
The committee comprises the following directors as on 31st March, 2025:
| Name |
Designation |
Chairperson/Member |
No. of meeting(s) attended |
| Mr. Nakul Badopalia |
Independent Director |
Chairman |
5 |
| Ms. Gunja Singh |
Independent Director |
Member |
5 |
| Mr. Ashish Khanna |
Executive Director |
Member |
5 |
All the members of the Committee have accounting and financial
management expertise. The Company Secretary is the secretary to the committee. The Audit
Committee has been authorized to look after the following major functions:
i. To recommend for appointment, remuneration and terms of appointment
of auditors of the company;
ii. To review and monitor the auditor?s independence and
performance, and effectiveness of audit process;
iii. To examine the financial statement and the auditors? report
thereon;
iv. To approve or any subsequent modification of transactions of the
company with related parties;
v. To conduct scrutiny of inter-corporate loans and investments;
vi. To evaluate undertakings or assets of the company, wherever it is
necessary;
vii. To evaluate internal financial controls and risk management
systems;
viii. To monitor the end use of funds raised through public offers and
related matters.
ix. To call for the comments of the auditors about internal control
systems, the scope of audit, including the observations of the auditors and review of
financial statement before their submission to the Board and to discuss any related issues
with the internal and statutory auditors and the management of the company.
x. To investigate into any matter in relation to the items specified in
or referred to it by the Board and for this purpose shall have power to obtain
professional advice from external sources and have full access to information contained in
the records of the company. The Audit Committee functions in accordance with the terms of
reference specified by the Board of Directors and ensures the integrity of the Company's
financial reporting process, compliance with legal and regulatory requirements, and the
adequacy of internal control systems.
During the financial year 2024-2025 Five (5) meeting of Audit Committee
were held as under:-
30th May, 2024 14th August, 2024 30th
August, 2024 12th November, 2024 14th February, 2025
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee constituted by the Board of
Directors consists of 3 non-executive independent/non independent directors. The
Committee?s composition and terms of reference meet with requirements of Section 178
of the Companies Act, 2013 and Listing Regulations. The Members of the Nomination &
Remuneration Policy possess sound knowledge/expertise/exposure.
Composition of the Nomination and Remuneration Committee
The committee comprises the following directors as on 31st March, 2025:
| Name |
Designation |
Chairperson /Member |
No. of meeting(s) attended |
| Mrs. Gunja Singh |
Independent Director |
Chairman |
5 |
| Mr. Nakul Badopalia |
Independent Director |
Member |
5 |
| Mr. Vikas Grover |
Non-Executive Director |
Member |
5 |
The Committee has been authorized to look after following major
functions:
1. To identify persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to the Board their appointment and removal and shall carry out evaluation of every
director?s performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration for the directors, key managerial personnel and other employees.
3. To ensure that
(a) the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
company successfully; (b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and (c) remuneration to directors, key managerial
personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
company and its goals.
(d) The policy so framed by the said Committee shall be disclosed in
Board?s Report to shareholders.
During the financial year 2024-2025 Five (5) meeting of Nomination and
Remuneration Committee were held as under: -
30th May, 2024 29th June, 2024 30th
August, 2024 12th November, 2024 21st February, 2025
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee meets with the requirement of
Section 178 of the Companies Act, 2013 and Listing Regulations. The Stakeholders
Relationship Committee is mainly responsible to review all grievances connected with the
Company?s transfer of securities and Redressal of shareholders / Investors / Security
Holders Complaints.
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.
Composition of the Stakeholders Relationship Committee
The committee comprises the following directors as on 31st March, 2025:
| Name |
Designation |
Chairperson/Member |
No. of meeting(s) attended |
| Mr. Vikas Grover |
Non-Executive Director |
Chairman |
1 |
| Mr. Ashish Khanna |
Executive Director |
Member |
1 |
| Mrs. Gunja Singh |
Independent Director |
Member |
1 |
During the financial year 2024-2025 One (1) meeting of Stakeholders
Relationship Committee were held as under:
30th May, 2024
SHARE TRANSFER/ TRANSMISSION COMMITTEE
Board of Directors of the company in its meeting dated 12th
November, 2024 constituted the Share Transfer/ Transmission Committee which comprises of
following members as on date:
| Name |
Designation |
Chairperson/Member |
| Mr. Ashish Khanna |
Non-Executive Director (Appointed w.e.f. 29th
May, 2025) |
Chairman |
| Mrs. Gunja Singh |
Independent Director |
Member |
| Mr. Aditya Khanna |
Managing Director |
Member |
26. RELATED PARTY TRANSACTION
None of the transactions with any of related parties were in conflict
with the (AS Company's interest. Suitable disclosures as required by the Accounting
Standard 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 134(3), 188(1) of the Companies Act, 2013 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 (1) of section 188 of the Companies Act, 2013 in Form AOC-2 are
provided under Annexure-C under the board report.
27. DETAILS IN RESPECT OF FRAUD
During the year under review, the Statutory Auditor in their report
have not reported any instances of frauds committed in the Company by its Officers or
Employees under section 143(12) of the Companies Act, 2013.
28. 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 134(3) (c) of the Companies Act, 2013:
(i) In preparation of the annual accounts the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(ii) 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, 2025 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.
(v) 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.
(vi)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.
29. CFO CERTIFICATION
As required under SEBI (Listing Obligations and Disclosure
Requirements) Rules 2015, the Chief Financial Officer have furnished necessary certificate
to the Board on the financial statements presented for the year ended 31st March 2025. The
Certificate s is annexed as to the Report as per Annexure 'D'.
30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL
DIRECTORS
In compliance with the provisions of the Act, and SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation was
carried out as under:
Board
In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the Board of Directors evaluated the performance of Board, having
regard to various criteria such as Board Composition, Board processes, Board dynamics,
etc. The Independent Directors at their spate meeting also evaluated the performance of
Board as whole based on various criteria. The Board and the Independent Directors were of
the view that performance of the Board of Directors as whole was satisfactory.
Committees of the Board:
The performance of Audit Committee, Nomination and Remuneration
Committee, the Stakeholders Relationship Committee, Share Transfer/ Transmission Committee
was evaluated by the Board having regard to various criteria. The Board was of the view
that all the committees were performing their functions satisfactorily.
Individual Directors
In accordance with the criteria suggested by the Nomination and
Remuneration Committee, the performance of each director was evaluated by the entire Board
of Directors (excluding the director being evaluated) on various parameters.
Independent Directors, at their separate meeting, have evaluated the
performance of Non independent Directors and the Board as a whole; and of the Chairman of
the Board, taking into account the views of other Directors; and assessed the quality,
quantity and timeliness of flow of information between the
Company?s Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties. The Board and the Independent
Directors were of the view that performance of the all the Directors as a whole was
satisfactory.
The evaluation framework for assessing the performance of the Directors
includes the following broad parameters: Relevant expertise; Attendance of Directors in
various meetings of the Board and its Committees; Effective participation in decision
making process; Objectivity and independence;
Level of awareness and understanding of the Company?s business;
Professional conduct of the directors in various meetings of the Board
and its committees; Compliance with the Code of Conduct of the Company; Ability to act in
the best interest of the Company.
31. VIGIL MECHANISM AND 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 and Listing
Regulations.
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 have been denied
access to the Audit Committee.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has less than ten number of employees therefore the company
is not required to constitute/ re-constitute Internal Complaints Committee (ICC), however
if any case recorded in that case the reporting shall be made with Local Complaint
Committee.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
| Number of complaints of sexual harassment received in the
year |
NIL |
| Number of complaints disposed off during the year |
NIL |
| Number of cases pending for more than ninety days |
NIL |
33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS &
OUTGO
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 Gurugram comprising 4 computerized, high quality embroidery machines. The Company
sold out the less efficient machines and in the process of phasing out the less efficient
machines in the coming years.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign exchange earned : Nil Total Foreign exchange used : Nil
34. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF
COMPANIES ACT AND
RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company
and Directors is furnished hereunder:
| Sr. No. Particulars |
Remarks |
| 1. The ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year. |
During the financial reporting period, remuneration of Rs.
9.60 lakhs are paid to Director and Key Managerial Personnel?s of the Company for the
financial year 2024 2025. |
| 2 The percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in
the financial year. |
|
| 3 The percentage increase in the median remuneration of
employees in the financial year. |
|
| 4 Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration. |
|
| 5 Affirmation that the remuneration is as per the
remuneration policy of the Company |
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| 6 The number of Permanent employees on the Pay Rolls of the
Company |
6 |
Statement of Particulars of Employees pursuant to the Section 197 (12)
of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
a) Details of the employees employed throughout the Financial Year, was
in receipt of remuneration for that year which, in the aggregate, was not less than one
crore rupees and two lakh rupees.
Nil
b) Details of the employees employed for a part of the Financial Year
and was in receipt of remuneration for any part of that year, at a rate which, in the
aggregate, was not less than eight lakh and fifty thousand rupees per month;
Nil
c) If employed throughout the Financial Year or part thereof and was in
receipt of remuneration in that year which, in the aggregate, or as the case may be, at a
rate which, in the aggregate, is in excess of that drawn by the Managing Director or
Whole-time Director or Manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the Company. Nil
35. RISK MANAGEMENT POLICY
Pursuant to the provisions of Section 134(3)(n) of the Companies Act,
2013, the Company has a structured Risk Management Policy duly approved by the Board of
Directors. The Risk Management process is designed to safeguard the Company from various
risks through adequate and timely actions. It is designed to anticipate, evaluate and
mitigate risks in order to minimize its impact on the business of the Company. The
potential risks are integrated with management process such that they receive the
necessary consideration during the decision making. It has been dealt in greater detail in
Management Discussion and Analysis Report annexed to this Report
36. HUMAN RESOURCES:
The Management has a healthy relationship with the officers and the
Employee.
37. WEBSITE OF THE COMPANY:
The Company maintains an updated website at https://www.rlfltd.com/
which serves as a comprehensive resource for stakeholders, including shareholders,
investors, and the general. The website contains detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been provided.
38. MAINTENANCE OF COST RECORDS
The Company falls within the limits specified in Section 148 of the
Companies Act, 2013 and rule 3 of the Companies (Cost Records and Audit) Rules, 2014
identifying the Companies who are required to keep Cost Records, undergo a Cost Audit, and
submit a Cost Audit Report. Hence the provisions with respect to maintenance and
submission of Cost Records and Cost Audit are not applicable to the Company.
39. INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls to
safeguard and protect the Company from loss, unauthorized use or disposition of its
assets. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The internal
financial controls have been embedded in the business processes.
Assurance on the effectiveness of internal financial controls is
obtained through management reviews, continuous monitoring by functional leaders as well
as testing of the internal financial control systems by the internal auditors during the
course of their audits. The Audit Committee reviews adequacy and effectiveness of
Company?s Internal Controls and monitors the implementations of audit
recommendations.
40. LISTING FEES
The Listing Fees for the financial year 2024-25 has been paid by the
Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:
There is no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations in future,
However, during the year, BSE imposed a monetary penalty of 1,82,900/-
on the Company. The Company subsequently submitted a waiver application to BSE, which was
duly considered and accepted. Pursuant to the acceptance of the waiver request, the net
amount payable was reduced to 11,800/-, which was paid by the Company on 15th July, 2025.
42. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:
No proceedings are made or pending under the Insolvency and Bankruptcy
Code, 2016 and there is no instance of one-time settlement with any Bank or Financial
Institution.
43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions.
44. MATERNITY BENEFIT
The Company affirms that it is in full compliance with the provisions
of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed
to fostering a supportive and inclusive work environment, and ensures that all relevant
policies and practices are regularly reviewed and aligned with the applicable statutory
requirements.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
dedicated efforts and commitment of the employees of the Company at all level. Their
contribution has been integral in enabling the Company to overcome the challenges and
achieve its objectives. The Board also acknowledges the continued support received from
the Company?s bankers and extends its gratitude to all stakeholders, including the
vendors, customers, auditors, consultants, financial institutions, government bodies,
dealers, and other business associates for their cooperation and support. The Board also
deeply recognizes the trust and confidence placed by the consumers of the Company and the
Members.
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