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Directors Report of Rajath Finance Ltd.

Mar 31, 2015

The Directors are pleased to present their 30th Annual Report for the financial year ended on 31st March, 2015.

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March, 2015, is summarized as under:

(Amt. in Rs.)

SR. PARTICULARS 2014-15 2013-14 NO.

1. Revenue from Operation 40,31,266 31,33,790

2. Other Income 30,202 1,98,557

3. Total Revenue (1 2) 40,61,468 33,32,347

4. Depreciation & Amortization Exp. 2,17,702 1,91,971

5. Other Expenses 40,33,146 15,19,829

6. Profit/(Loss) Before Tax (5,97,605) 12,33,932

7. Current Tax 11,141 1,07,693

8. Deferred Tax 4,21,788 (3,17,489)

9. Profit/(Loss) After Tax (PAT) (10,30,534) 11,65,607

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

During the year under Report, your Company has recorded the total Revenue from Operations of Rs. 40,31,266/- as compared to Rs.31,33,790/- of previous financial year 2013-14 showing an approximate rise of about 28%. However, due to increasing inflation, unfavorable market conditions and writing off of Bad Debts, the Company has incurred loss of Rs.5,97,605/- as compared to Net Profit of Rs.11,65,607/- of previous year. However, the management assures that the Company will leave no effort unturned to recover the loss in the impending phase and improve the profitability of the Company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss, your Board of Directors does not recommend declaration of dividend. Moreover, no amount is being transferred to Reserves during the financial year 2014-15

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2015 was Rs. 4 crores. During the year under review, the Company has not issued any shares or any convertible instruments.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134 (3) (a) of Companies Act, 2013, Form MGT 9 i.e. the extract of Annual Return for the Financial Year 2014-15 is enclosed with this report.

BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING:

The Board of Directors of the Company respectively met Five times on 28/05/2014, 02/08/2014, 31/10/2014, 31/01/2015 and 31/03/2015 during the financial year 2014-15.

Further, the Independent Directors meeting was held on 25th March, 2015 to review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) 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 and of the profit and loss of the company for that period;

c) the directors have taken proper and sufficient care to the best of their knowledge and ability 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 and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

DECLARATION (OF INDEPENDENCE) BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director under section 149 (7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Company has the practice to take the declaration of independence from all Independent Directors on his/ her appointment/ re-appointment and also in first meeting of the Board of Directors every year. All these Directors are abiding to intimate to the Board about any change in their status of independence in the very next board meeting after such change.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and Remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. Moreover, in terms of Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Shareholders Grievance committee.

STATUTORY AUDITOR AND AUDITORS' REPORT:

M/s. SADP & CO., Chartered Accountants, Rajkot, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark AND the Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not require any further comments thereon.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed Nayna Paramalji Chopra, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related party which is not at arms' length requiring approval of shareholders in the general meeting as required under section 188 of the Companies Act, 2013. The Audit Committee reviews all the transactions with related party on quarterly basis and recommends the same to the Board for their approval. Your Directors draw attention of the members to Note no. 24 to financial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a net worth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered.

BOARD OF DIRECTORS:

In terms of Section 152 (6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Hitesh Bagdai, Managing Director (DIN: 00575732) and Mr. Bhavdeep Vala, Director (DIN: 00153775) retires by rotation and being eligible, has offered himself for re- appointment. The Board recommends the same for your approval.

Mr. Kantilal Khakhar (DIN: 01957569), Mr. Ketan Dhulesiya (DIN: 02252208) and Mr. Janish Ajmera (DIN: 06708217) are the Independent Directors of the Company.

In terms of provisions of Section 149 (10) read with Clause 49 of the Listing Agreement, all three independent directors have been reappointed with amended terms in the 29th Annual General Meeting of the Company held on 30th September, 2014.

BOARD COMMITTEES :

AUDIT COMMITTEE: The Company is having an adequate Audit Committee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category

1 Mr. Kantilal Khakhar Chairman of Audit Non- Executive and (DIN:01957569) Committee Independent Director

2 Mr. Ketan Dhulesia Member Non- Executive and (DIN: 02252208) Independent Director

3 Mr. Bhavdeep Vala Member Executive Director (DIN: 00153775)

During the year under report, all the recommendations of the Audit Committee were duly considered. Detailed terms of reference of Audit Committee are provided in Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE: The Company is having an adequate Nomination and Remuneration Committee comprising of following Directors:

Name & DIN of the Sr. Director No. Status Category

1 Mr. Kantilal Khakhar Chairman of Nomination Non- Executive and (DIN:01957569) & Remuneration Independent Director Committee

2 Mr. Ketan Dhulesia Member Non- Executive and (DIN: 02252208) Independent Director

3 Mr. Bhavdeep Vala Member Executive Director (DIN: 00153775)

Detailed terms of reference of Nomination and Committee are provided in Corporate Governance Report.

SHAREHOLDERS GRIEVANCE COMMITTEE: The Company is having a Shareholder Grievance Committee comprising of following Directors:

Name & DIN of the Sr. Director No. Status Category

1 Mr. Ketan Dhulesia Chairman of Shareholder Non - Executive and (DIN:02252208) Grievance Committee Independent Director

2 Mr. Kantilal Khakhar Member Non- Executive and (DIN: 01957569) Independent Director

3 Mr. Bhavdeep Vala Member Executive Director (DIN: 00153775)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your Company as it is not a manufacturing company. However, your Company has been increasingly using information technology in its operations and promotes conservation of resources. During the year under review, there was no foreign earning or expenditure in the Company.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 5 Lacs per month or 60 Lacs per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE:

The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country.

Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. SADP & Co, Chartered Accountants, and the Statutory Auditors of the Company are annexed to this Report of Board of Directors.

RISK MANAGEMENT:

The Company has framework for managing its risk. It has led down detail procedure to inform Board member about the Risk assessment and Minimization Procedure. The Company has made the policy in this regard and the same is reviewed periodically to ensure the executive management control risk through means of proper framework.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 201 5, the Company doesn't have any Subsidiary, Joint Venture or Associate Companies.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to financial statements. During the year under report, no reportable material weakness was observed.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 201 3. Hence no approval from the shareholders in this regard was required.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.rajathfinance.com

OTHER DISCLOSURES:

- Your Company has not invited/ accepted any Fixed Deposits under the provisions of Section 73 of the Companies Act, 201 3 and the Rules made there under.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

- 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.

- No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

- The Company is not required to get its cost records audited for the financial year 2014-15.

INDUSTRY STRUCTURE, DEVELOPMENT AND FUTURE OUTLOOK:

NBFCs, which historically have been very reliant on bank borrowings, have now started to diversify their resource raising profile to reduce cost of funds. In the current environment financing through bonds, debentures and commercial papers (CPs) are much cheaper as compared to bank borrowings. The highlights of the reforms introduced by Government of India in their budget for the coming fiscal for the financial sector are as following:

- Inclusion of NBFCs, having an asset size of Rs 500 crore and above, under the SARFAESI Act and new bankruptcy code will provide a boost to recovery efforts and help rein in asset quality problems over the long run.

- Setting up of autonomous "Bank Board Bureau" marks the initial move towars formalizing a holding company structure for public sector banks. This will improve governance, optimize capital contribution by government, and provide greater functional autonomy.

- The new Micro Units Development Refinance Agency (MUDRA) Bank for refinancing of microfinance institutions will support micro credit. The revised regulatory framework released in November, 2014 by the RBI focuses on strengthening the structural profile of the NBFC sector. These changes have to be implemented in a phased manner by Reserved Bank of India, by March 31, 201 8.

SEGMENTS:

Rajath Finance Limited, does not have multiple segments, and hence, comments are not required.

PERFORMANCE:

During the year under Report, the Company has recorded total revenue of Rs. 40,61,468/- and major part of revenue is generated through Interest Income. Further, due to unfavorable conditions prevailing in the market, the Company has incurred a Net Loss of Rs.10,34,534/-. Your directors assure to recover the losses as early as possible.

INTERNAL AUDIT SYSTEM

The Company has implemented proper and adequate systems of internal control to ensure that all assets are safeguarded and protected against loss from any unauthorized use or disposition and all transactions are authorized, recorded and reported correctly. The System ensures appropriate information flow to facilitate effective monitoring. The internal audit system also ensures formation and implementation of corporate policies for financial reporting, accounting, and information security.

CAUTIONARY STATEMENTS

All statements made in Management and Discussion Analysis have been made in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different from what the Management envisages in terms of performance and outlook. Market data, industry information etc. contained in this Report have been based on information gathered from various published and unpublished reports and their accuracy, reliability, and completeness cannot be assured.

Factors such as economic conditions affecting demand/supply and priced conditions in domestic & international markets in which the Company operates, and changes in Government regulations, tax laws, other statues and other incidental factors, may affect the final results and performance of the Company.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By Order of the Board of Directors

Date : 30/05/2015 For, RAJATH FINANCE LIMITED,

Place : Rajkot

Sd/- Sd/-

(HITESH BAGDAI) (BHAVDEEP VALA)

MANAGING DIRECTOR DIRECTOR

(DIN: 00575732) (DIN: 00153775)


Mar 31, 2014

The Members,

The Directors are pleased to present their 29th Annual Report for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS:

Your Company''s performance for the year ended on 31st March 2014 is summarized as under:

(Amt. in Rs) SR NO PARTICULARS 2013-14 2012-13

1. Revenue from Operation 31,33,790 30,75,415

2. Other Income 1,98,557 Nil

3. Total Revenue (1 2) 33,32,347 30,75,415

4. Depreciation & Amortization Exp. 1,91,971 3,23,836

5. Other Expenses 15,19,829 22,14,894

6. Profit/(Loss) Before Tax 12,33,932 (47,386)

7. Current Tax 1,07,693 83,828

8. Deferred Tax (3,17,489) (25,285)

9. Profit/(Loss) After Tax (PAT) 11,65,607 (1,05,929)

PERFORMANCE HIGHLIGHTS:

During the year under Report, your Company has recorded the total Revenue Rs. 33,32,347/-. Further, due to sustain efforts of the management, the Company has earned net profit of Rs. 11,65,607/- during the year under Report as compared to net loss of Rs. 1,05,929 of last year.

BUSINESS DEVELOPMENT STRATEGY:

During this current fiscal, the Company has reviewed the upcoming prospects of the segment funding lying into the business in diverse areas and the Company has taken necessary steps to spread out the business activities of the Company into segment funding /finance activities.

DIVIDEND:

The Company is in reviving path of operations during year 2013-14, and to preserve resources for future purposes, your Board of Directors does not recommend declaration of dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is engaged in service sector, details of consumption of energy are not required to be given. However the Company has made enough efforts for minimizing the electricity expenses at its office, and thereby putting efforts for conservation of energy. The Company has not taken any significant steps for adoption of new technology during the year under Report. Further, there have been no foreign exchange earnings or expenses during the year under report.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration more than Rs. 5 Lacs per month or 60 Lacs per annum, the limits specified in the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (Particulars of Employees) (Amendment) Rules, 2011.

BOARD OF DIRECTORS:

Mr. Ketan Dhulesia, Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for reappointment. Further, Mr. Ketan Dhulesia, Mr. Janish Ajmera and Dr K K Khakhar, are Independent Directors of the Company, and in terms of Section

CORPORATE GOVERNANCE:

The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country.

Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. S A D P & Co, Chartered Accountants, and the Statutory Auditors of the Company are annexed to this Report of Board of Directors.

STATUTORY AUDITORS:

M/S. S A D P & Co., Chartered Accountants, Rajkot and retiring Statutory Auditors of the Company, being eligible offer themselves for reappointment. Members are requested to appoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual General Meeting of the Company, and to authorize the Board to fix the remuneration of auditors.

SUBSIDIARY COMPANY:

During the year under review, M/s Hitraj Developers Private Limited (HDPL) has been removed as subsidiary of the Company. As on 31st March, 2014, the Company does not have any subsidiary.

REPLY OF THE MANAGEMENT TO THE REMARKS OF THE AUDITORS:

The Statutory Auditors have remarked in Point No. 3 (B) of Annexure to the Auditors Report that the terms and conditions of loans granted by the Company are prima - facie prejudicial to the interest of the Company since there is no stipulation regarding repayment of principal and interest. Here, the management would like to inform, that necessary terms and conditions are being formulated to recover the loan and interest granted by the Company and the same will be implemented shortly.

BOARD''S RESPONSIBILITY STATEMENT:

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

a. that in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

b. that they 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 accounting year and of the profit and loss account for that year;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. that they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT:

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By Order of the Board of Directors

Date : 28/05/2014 For, RAJATH FINANCE LIMITED,

Place : Rajkot

(HITESH BAGDAI) (BHAVDEEP VALA) MANAGING DIRECTOR DIRECTOR


Mar 31, 2012

The Directors are pleased to present their Twenty Seventh Annual Report for the year ended on 31st March, 2012.

Financial Results

Your Company's performance for the year ended on 31st March 2012 is summarized as under:

(Amt. in Rs)

PARTICULARS 2011-12 2010-11

NO. 1. Revenue from Operation 47,38,652.00 2,07,47,222.00

2. Other Income Nil 41,179.00

3. Total Revenue(l 2) 47,38,652.00 2,07,88,401.00

4. Depreciation & Amortization Exp. 3,22,825.00 3,26,519.00

5. Other Expenses 47,44,725.00 1,60,22,291.00

6. Profit/ (Loss) Before Tax (3,28,898.00) 44,39,591.00

7. Current Tax 4,92,561.00 14,45,210.00

8. Deferred Tax (3,74,605.00) (23,293.00)

9. Excess/Short Provision relating earlier year Tax Nil 21,845.00

10. Profit/(Lossj After Tax (PAT) (4,46,854.00) 29,95,829.00

11 Balance Carried forward to the Balance Sheet 58,48,083.00 62,94,937.00

Performance Highlights

During the year under Report, your Company has recorded the total Revenue Rs. 47,38,652. Further, due to adverse market conditions, the company has recorded net Loss of Rs. 4,46,854.00 as compared to net, profit of Rs. 29,95,829 during the previous fiscal. The Company is striving to bring the business in the profits and in the coming years it is envisaged that the performance of the Company will be very good.

BUSINESS DEVELOPMENT STRATGEY

During this year also, the Company has reviewed the up coning prospects lying into the business of the Segment funding in different area and the Company has taken necessary steps to spread out the business activities of the Company into Segment funding /finance activities.

Board's Responsibility Statement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same,

b) That They 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

Personnel

Your Company is having augmentation in order to build workforce strength in the organization. Your Company considers individual as resources as the prime drivers for the growth and development of the Company. During the period under review, your Company has continued its efforts for strengthening the relationships with personnel. Your Company has made the workplace-environment free from any physical, psychological, verbal harassment. All employees of the Company are treated with highest dignity and respect.

Your Board sincerely thanks all the employees who have put in their hard work and helped the Company in this tough period.

Particulars of Employees

The Company has no employee drawing remuneration exceeding limits as specified in the Companies (Particulars of Employees) Rules, 1975, as amended till date, and hence, particulars as mentioned in Section 217(2A) of the Companies Act, 1956, as amended, are not required to be given.

Directors

Shri Hitesh Bagdai, Director, was appointed as the Managing Director of the Company by the Board of Directors w.e.f. 1st October, 2011, subject to approval of Members in the General Meeting. Members are requested to approve the appointment of Shri Bagdai as the Managing Director.

Shri Bhavdeep V. Vala, Directors of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for reappointment. A brief Resume of Directors is attached with Notice of the AGM.

Corporate Governance

Your Company has adopted Corporate Governance Practices. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s. SADP & Co, Chartered Accountants, and the statutory Auditors of the Company are annexed to this Report of Board.

Auditors

M/s. SADP & Co. Chartered Accountants and retiring statutory auditors of the Company, being eligible offer themselves for reappointment. Members are requested to appoint them as auditors of the Company to hold office from the conclusion of ensuing General Meeting until the conclusion of the next Annual , General Meeting of the Company, and to authorize the Board to fix the remuneration of auditors.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. !MJ
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As the Company is engaged in service sector, and since few years activities have been closed down, details of consumption of energy are not required to be given. However the Company has made enough efforts for minimizing the electricity expenses at its office, and thereby putting efforts for conservation of energy. The Company has not taken any significant steps for adoption of new technology during the year under Report.

Acknowledgement

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By order of the Board of Directors

Date: 30/05/2012 For, RAJATH FINANCE LIMITED,

Place: Rajkot

(HITESH BAGDAI) (BHAVDIP VALA) Director Director


Mar 31, 2010

The Directors are pleased to present their Twenty Fifth Annual Report for the year ended on 31st March, 2010. Financial Results Your Companys performance for the year ended on 31 st March 2010 is summarized as under:

Particulars For the year For the year ended

ended on 31st on 31st March,

March, 2010 2009

Total Income 37,23,519 38,67,485

Operating Expenditure 10,63,774 9,74,662

Profit (Loss) non-cash/non-

operating charges 26,59,745 28,92,823

Profit before tax 24,30,405 26,72,986

Provision for current tax 5,29,450 1,48,810

Fringe benefit tax - - 4,354

| Deferred Taxation (21,910) (28,864)

Peofit (loss) after taxation 19,22,865 25,48,686

Surplus/(Deficit) from previous

years (52,10,931) (72,49,880)

balance transferred to

balance-sheet [32,88.066) 47,01,194

Performance Highlights

During the year under Report, your Company has restarted its operations gradually, and has earned total income of Rs. 37,23,519/- as compared to Rs. 38,67,485/- in the precious year. Further, profit after taxation is arrived at Rs. 19,22,865/- as compared to net profit of Rs. 25,48,686/- in the precious year. The main reason behind the decrease in the net profit is due to taxation provision. Further, the accumulated losses are substantially decreased from Rs. 47,01,914/- of previous year to Rs. 32,88,066/- in the current fiscal.

The Company is striving to bring the business in the profits and in the coming years it is envisaged that the performance of the Company will be very good.

INCREASE IN AUTHORISED SHARE CAPITAL

Members are aware that the Company requires funds to meet its financial requirements. Thereafter, the Board has decided to increase paid up capital. However, as the paid up capital cannot be more than the authorised share capital, the Company has first to increase its authorised share capital.

Hence, it is proposed to increase Authorised Share capital of the Company From Rs 5 crores to Rs 7.5 crores and new shares, as and when issued, shall rank pari-passu with the existing shares.

BUSINESS DEVELOPMENT STRATGEY

The Company is seeing opportunities lying into the business of the micro finance, and it believes that the micro finance area is the most thrust area of the economy. The Company has decided to expand the business activities to the Company into micro finance activities also, in a phased and planned manner. Initially, the Company will establish its own outlets or will appoint franchisees in 40 to 50 places in the State of Gujarat, Where the Company has solid base. The Company will adopt the same strategy in rest of parts of the Country also. The Company will appoint experienced core team and supporting menpower for establishing its presence if the micro finance business.

Boards Responsibility Satement

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

a) That in the preparation of annual accounts, the applicable accounting standards have been followed and that on material departures have been made from the same,

b) That They 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 accounting year and of the profit and loss account for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities,

d) That they have prepared the annual accounts on a going basis.

Personnel

Your Company has now recommenced its activities, and is looking to build personnel strength in the organization. Your Company considers human resources as the primary drivers for the growth and development of the Company. During the period under review, your Company has continued its efforts for strengthening the relationship with personnel, your Company has made the workplace-environment free from any physical, psychological, verbal harassment. All employees of the Company are treated with highest dignity and respect.

Your board sincerely thanks all the employees who have put in their hard work and helped the Company in this tough periods.

Particulars of Employees

The Company has no employee drawing remuneration exceeding limits as specified in the Companies (Particulars of Employees) Rules, 1975, as amended till date, and hence, particulars as mentioned in Section 217(2A) of the Companies Act, 1956, are not required to be given.

Directors

Dr. K K Khakhar, Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment. A brief Resume of Dr K K Khakhar is attached with Notice of the AG M.

Ms. Poonam Bagdai, Director of the Company resigned w.e.f 26th April, 2010. The Board Put its sincere appreciation for services provided by Ms. Bagdai during her tenure as Director

Corporate Governance

Your Company has adopted Corporate Governance Practices. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. A detailed report on Corporate Governance is attached to this Report. The Securities and Exchange Board of India (SEBI) has made efforts to strengthen the Clause 49 of the Listing Agreement. Accordingly, a separate Report on Corporate Governance as well as the Certificate from M/s SADP & Co, Chartered Accountants, and the statutory Auditors of the Company are annexed to this Report of Board.

Auditors

M/s SADP & Co. Chartered Accountants, and retiring statutory auditors of the Company, being eligible offer themselves for reappointment. Members are requested to appoint them as auditors of the Company to hold office from the conclusion of ensuing general meeting until the conclusion of the next Annual General Meeting of the Company, and to authorize the Board to fix the remuneration of auditors.

Secretarial Audit

As directed by the Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by M/s. MJP Associates, Practising Company Secretaries, Raikot

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As the Company is engaged in service sector, and since few years activities have been closed down, details of consumption of energy are not required to be given. However the Company has made enough efforts for minimizing the electricity expenses at its office, and thereby putting efforts for conservation of energy. The Company has not taken any significant steps for adoption of new technology during the year under Report.

Acknowledgment

Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company.

By order of the Board of Directors For RAJATH FIANCE LIMITED, Date:25/07/2010 (HITESH M.BAGDAI) (BHAVDEEP V.VALA) Place:Rajkot Director Director

 
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