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
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.
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.
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 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.
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.
Plot No.66, Sector-34, EHTP, Gurgaon (Haryana).
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.
Investor e-mail email@example.com
Registrar / Share transfer Agent firstname.lastname@example.org