RAHIL INVESTMENTS AND FINANCE LIMITED
ANNUAL REPORT 2003-2004
Rahil Investment And Finance Limited,
Your Directors have pleasure in presenting herewith the 12th Audited Annual
Report together with the Audited Statement of Accounts of the Company for
the period ended on 30th June, 2004.
During the year 2004-2005, the Financial operational results of the Company
is as follows:
(Amount in Rs.)
Particulars For the year For the year
ended on ended on
30th June, 2004 30th June, 2003
(12 Months) (12 Months)
Sales NIL NIL
Other Income NIL NIL
Total Income NIL NIL
Total Expenditure 4,22,462 4,17,498
Profit(Loss) before Dep.
& Tax. 4,22,462 4,17,498
Provision for Depreciation 11,883 11,910
Provision for Tax For current
year NIL NIL
Provision for Deferred Tax
2001-02 NIL NIL
Net Profit (Loss) after Tax 4,34,345 4,29,408
Previous Year Balance 8,11,62,286 8,07,32,878
Balance Carried to Balance
Sheet 8,15,96,631 8,11,62,286
Due to heavy accumulated losses and No income earned during the year under
review your directors regret for their inability to declare any amount to
be distributed as Dividend.
TRANSFER OF UNPAID / UNCLAIMED DIVIDEND
Your Company has since the date of incorporation not declared any amount as
dividend to be paid hence no amount is required to be transferred to
Investors' Education and Protection fund as per the provisions of Section
205C of the Companies Act, 1956.
The Company does not have any surplus is refund account as share
application money, outstanding interests on Deposits, Debentures or
principal amount of Deposits or Debentures.
SHARE CAPITAL DURING THE YEAR
During the year under review your directors have not issued any Equity or
Preference shares to any persons. There has been no change in the issued,
subscribed and paid up capital of the company during the year under review.
BUY BACK OF SHARES
Your Directors had not declared or announced or completed any procedure for
Buy Back of its own shares during the year under review as per the
provisions of the Section 77A, 77AA and 77B of the Companies Act, 1956.
Further No Buy Back of Shares if any announced in earlier years are still
pending for implementation.
YEAR UNDER REVIEW
During the year under review your company has not earned any income of
revenue nature. During the year your company had incurred a revenue
expenses of Rs. 434345 which was met by the available funds of the Company.
After making the provisions of Depreciation of Rs. 11883/- your company's
total accumulated losses have now reached to Rs. 8,15,96,631/- which was
carried to the Balance sheet and is shown as Debit Balances.
The Company is operating in only one segment of Share Trading and
Investment business through the Corporate Broking House membership of
National Stock Exchange of India, OTC Exchange of India Ltd., and The Stock
Exchange, Ahmedabad. Hence no separate segment wise reports are given in
FUTURE OUTLOOK OF THE COMPANY
The Company is since last 6 years not doing any business activities due to
heavy accumulated losses, blockage of working capital funds in the Sundry
Debtors. The Corporate Broking Membership of all the stock Exchanges i.e.
of National Stock Exchange of India, OTC Exchange of India Ltd. and The
Stock Exchange Ahmedabad has been suspended by all the abovesaid stock
exchanges. As per the SEBI Sharebrokers and Stock Brokers Regulations the
company being a defaulter in meeting with its statutory liability towards
stock exchange settlement dues, it can not officially do any other
The Company's entire networth has been eroded and it is facing litigation
from the Secured Creditors for the recovery of their dues from the company.
In view of the sevear fund crunch, the Company is even unable to meet its
legal liabilities also for payment of the listing fees and other expenses.
CHANGE OF ACCOUNTING YEAR
Your directors had changed the Accounting year of the company to 15 months
which ended on 30th June, 2004 for the current year. As the company is
going to hold the AGM within the statutory period prescribed by section 166
there is no need for obtaining approval of any authorities. Necessary
intimations in this regard had already been given to all authorities in
INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO.
SMDRP/CIR-14/90 DATED APRIL 29TH, 1998.
The Company's shares are at present Listed on Ahmedabad and Mumbai Stock
Exchanges. Due to heavy accumulated losses and sevear fund crunch the
Company has not paid the annual listing fees up to and including the year
2005-2006 i.e. upto 31.03.2006 for the stock exchanges of Ahmedabad and
Mumbai. The Shares of the Company are suspended from trading due to non
payment of Annual Listing Fees by both the stock exchanges.
DEMATERIALISATION OF SECURITIES
Due to negative networth the company is carrying in its Balance Sheet, NSDL
has intimated to the Company of its inability to admit the securities of
the Company for Dematerialisation.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE
Your Company is financialy weak company. It has suffered heavy loss during
the previous years. Its entire peak network has been erroded. No
independent professional persons are forthcoming to become a director of
the Company. In view of the above the Company is not able to form various
committees for corporate governance as per requirements of clause 49 of the
The Company is engaged in the business of share trading as corporate
broking house, the laws relating to environment protection are not
applicable to the company.
INSURANCE AND PROTECTION OF ASSETS
Due to sevear fund crunch the Company could not get its properties insured
against the commercial and natural hazards. However it is holding only
fixed assets in the form of office equipments like computers,
electrification etc. which are less prone to natural hazards.
During the year under review your company has neither invited nor accepted
any public deposit or deposits from the public as defined under Section
58A of the Companies act, 1956.
During the year Shri Rakesh R Sheth who retire by rotation and being
eligible for reappointment shall be reappointed as director of the Company.
Further Shri Girirajsing M Jadeja and Shri Virbhadrasinh Chudasama has
resigned from his office on 15/03/2004.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provision contained in Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company confirm:
(A) that in the preparation of the annual accounts for the financial year
ended on 30/06/2004 the applicable accounting standards have been followed.
(B) that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affair of the
Company at the end of the financial year and of the profit or loss of the
Company for the year under review.
(C) that they have 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 for preventing and detecting
fraud and other irregularities;
(D) that they have prepared the annual accounts on a going concern basis.
N/s Jigar S Shah & Co., Chartered Accountants, as the statutory auditors
during the year in a casual vacancy caused by their resignation. The
retiring Statutory Auditors hold office of the Auditors up to the date of
this Annual General Meeting as per the provisions of the Act. The Company
has received a letter from the said Auditors to the effect that their
appointment shall be within the limits laid down under Section 224 (1B) of
the Companies Act. A resolution proposing their reappointment as the
regular Auditors of the company for the period from the conclusion of this
Annual General Meeting upto the conclusion of the next Annual General
Meeting is required to be passed. Your directors recommend to pass the said
APPOINTMENT OF INTERNAL AUDITORS
As there are no Financial transactions taking place in the Company and no
commercial business activities going on the Management of the Company have
not appointed any Internal Auditors.
The Observations of the Auditors are self explanatory. However the
management hereby clarify that due to heavy financial crunch, blockage of
working capital funds, suspension of trading / broking membership of the
company by the stock exchanges, certain litigations pending for loans and
advances of NSE, the picuniary business system of the company, the system
of arbitration and reconciliation available for settlement of broker-
client investors accounts etc, the management is not able to proceed
further in this arena. Hence, the observation are made by the auditors.
FORMATION OF AUDIT COMMITTEE IN COMPLIANCE WITH THE PROVISIONS OF SECTION
292A OF THE COMPANIES ACT 1956.
As stated in Para titled CORPORATE GOVERNANCE of this report the present
Board is not constituted as per the requirements of the Companies Act 1956
hence no Audit Committee as per requirements of the Law have been formed.
There are no employees of the company who were in receipt of the
remuneration of Rs. 24,00,000/- in the aggregate if employed for the year
and in receipt of the Monthly remuneration of Rs. 2,00,000/- in the
aggregate if employed for a part of the year under review. Hence the
information required under Section 217 (2A) of the Companies Act, 1956
being not applicable are not given in this report.
The statutory Information relating to the Conservation of Energy,
Technology Absorption, Adaption, Research & Development, Foreign Exchange
Earnings and outgo required to be given as per the provisions of Section
217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules 1988 are not
applicable to the Company as it is engaged in the business of Share trading
hence not given herewith.
No material changes have taken place since the closure of the financial
accounts upto the date of this report which may substantially affect the
financial performance or the statement of the company.
Your Directors take this opportunity to acknowledge the trust reposed in
your company by its Shareholders, Bankers and clients. Your Directors also
keenly appreciate the dedication & commitment of all our employees, without
which the continuing progress of the company would not have been possible.
On Behalf of the Board of Directors
of Rahil Investment And Finance Ltd.
(Rakesh. R. Sheth)
Place : Ahmedabad
Date : 01/11/2004