29 Apr 2017 | Livemint.com

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Last Updated: Mar 30, 03:41 PM
RLF Ltd.

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  • BSE Code: 512618
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RLF Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Company's Philosophy on Code of Governance :

The Company believe that it is imperative to manage the business affair in the most fair and transparent manner . For us the corporate governance is an ethically driven business process that is committed to values aimed at enhancing company's brand & reputation. The Company strongly believes that good Corporate Governance structure encourages companies to create value that can be sustained over the long term for customers, shareholders, employees and business partners. The success of the Company lies in faithful and sincere persuasion of its core values. Our corporate governance has helped us to be aligned with the new guidelines of the Companies Act 20l3 .We believe that an active ,well informed and independent board is necessary to ensure highest standard of corporate governance.

The core value of the Company are :

- Corporate governance standard should satisfy the spirit of the law .

- Integrity, openness, fairness and trust,

- Ensure transparency and maintain high level of disclosure

- Simple and transparent corporate structure driven solely by business needs

- Comply with the laws of the country and having sound and ethical business practices.

Board of Directors

The Board of Directors of your Company comprises of Six Directors out of which, four Non Executive Independent Directors and two is Executive Non Independent Director .

Board Meeting & AGM

During the year the Board of Directors of the Company met on 25th April, 2014, 27th May,20l4, 12th August, 2014, 14th November, 2014, 12th February, 2015. Annual General Meeting held on 27th September, 2014.

Record of attendance of Directors at the Board Meeting, Annual General Meeting, held during the year ended 31st March, 20l5 is as under :-

Audit Committee as on 31.03.2015

Breif description of terms of reference

The role and the powers of the Audit Committee are as per the guidelines set out in the Listing Agreement with the Stock Exchanges. The Committee also acts as a link between the auditor 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 clarifications thereon.

Composition of the Committee and category of Directors

Mr. B.L. Khurana - Independent Director

MrAshwini Kumar - Independent Director

Mr. Suman Kapur - Independent Director

Mrs.Pushpa Latha CS - Independent Director (Woman Director)

Mrs. Pushpa Latha CS appointed on 26.5.2015 as a Additional Director of the Company. Mr. B.L. Khurana is the Chairman of the Committee. The terms of reference of the Audit Committee have been laid down by the Board at its meeting constituting the committee, held on 26.05.2015.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent directors :

MrAshwini Kumar (Chairman); Mr.B.L. Khurana; and Mr.Suman Kapur.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee consists of Mr.Suman Kapur as its Chairman and Mr.B.L. Khurana as the member

Internal Auditor

The Board of Directors of your Company has re-appointed Mr.Rakesh Sharma as Internal Auditors pursuant to the provision of Section 138 of the Companies Act, 2013 for the financial year 2015-16.

Disclosures

i) Disclosures on materially significant related party transactions that may have potential conflict with the interests of Company at large.

There are no material transactions with any related party, which may have potential conflict with the interests of the Company at large.

ii) Details of non-compliance by the company, penalties, strictures 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.

Subsequently, the Bombay Stock Exchange has given In-principal approval to the Company for the period one year and started trading of equity shares of RLF Limited from November, 2014. The Trading Code of Company is same as 512618 at BSE.

Listing Agreement

The Company is complying with all mandatory requirements of the Listing Agreement of Stock Exchange on 'Corporate Governance'.

General Shareholder Information

Annual General Meeting

Date Wednessday, 30th September, 2015

Time 12.00 Noon

Venue l4Kms, Gurgaon Pataudi Road, Village Jhund Sarai Veeran, Distt. Gurgaon, Haryana.

Financial Calendar

Financial Year 1 April to 31 March

1st  Quarterly Results 2nd  Week of August,

2nd  Quarterly Results 2nd  Week of November

3rd  Quarterly Results 2nd  Week of February

Annual Audited Results Last Week of May

Date of Book Closure :

25 September 2015 to 29 September 2015 (Both days inclusive)

Dividend payment date :

Not applicable due to non declaration of dividend.

Listing on Stock Exchanges

Bombay Stock Exchange at Mumbai.

Stock Code : 512618.

ISIN No.

INE 629C0I0I4.

Registrar andTransfer Agents

Link Intime India Pvt. Ltd, 44, Community Centre, Phase-1, Near PVR, Naraina Industrial Area, New Delhi-110028. Tel. 41410592/93/94, Fax No. 41410591.

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 & Liquidity

37,08,678 equity shares, which are 37.13% of the paid up capital as on March 31, 2015 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

14Kms, Gurgaon Pataudi Road,Village Jhund Sarai Veeran, Distt. Gurgaon, Haryana.

Corporate Office

Plot No.66, Sector-34, EHTP, Gurgaon (Haryana).

Correspondence Address

D-41, South Extension, Part-II, New Delhi-110049.

Tel : 0II-4I644996 / 26253522

Address for Registrar / Share transfer agent.

Link Intime India Pvt. Ltd.

44, Community Centre, Phase-I, Near PVR, Naraina Industrial Area, New Delhi-II0028.

Tel. 41410592/93/94, Fax No. 41410591.

Website www.rlfltd.com

Investor e-mail investorrelations@rlfltd.com

Registrar / Share transfer Agent www.delhi@linkintime.co.in