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Rahil Investment & Finance Ltd.

BSE: 531311 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Rahil Investment & Finance Ltd. (RAHILINVESTMENT) - Director Report

Company director report

RAHIL INVESTMENTS AND FINANCE LIMITED ANNUAL REPORT 2003-2004 DIRECTOR'S REPORT To, The Members, Rahil Investment And Finance Limited, Dear Shareholders, 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. FINANCIAL HIGHLIGHTS. 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 DIVIDEND 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 the Accounts. 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 business. 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 time. 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 Listing Agreement. ENVIRONMENT PROTECTION 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. DEPOSITS 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. DIRECTORS 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; and (D) that they have prepared the annual accounts on a going concern basis. STATUTORY AUDITORS 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 resolution. 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. AUDITORS OBSERVATION 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. EMPLOYEES 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. STATUTORY INFORMATION 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. MATERIAL CHANGES 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. APPRECIATION 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. Sd/- (Rakesh. R. Sheth) Chairman Place : Ahmedabad Date : 01/11/2004