Directors Report of RFL International Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 19th Annual Report together with the Audited Accounts drawn for the year ended on 31st March 2014.

FINANCIAL RESULTS :

FINANCIAL RESULTS (Amt . In Rs. ) 2013-2014 2012-2013

Income 2852414 398151

Expenses 2779019 395708

Profit (Loss) before Tax 73395 2443

Less : Provision for taxation 6250 6250

Profit (Loss) after Tax 67145 (3807)

OPERATIONAL PERFORMANCE

During the year, your company has performed well in spite of versed position of the company.

DIVIDEND

Your Directors do not recommend any dividend for the Financial year 2013-14.

AUDITORS

the Board of Directors have appointed M/s C B Mehta & Co, Chartered Accountants, Vadodara as statutory auditors of the company for the audit of F.Y. 2014-2015 subject to the consent of the shareholders in AGM.

DIRECTORS

Dolly N Shah will retire by rotation as per the provisions of Companies Act, 1956 and being eligible offers herself to be reappointed.

As per provisions of the Co.Act,2013, Jitendra B Patel has been appointed as an Ind. Director for 5 years.

CORPORATE GOVERNANCE:

Your Directors affirm their commitment to the Corporate Governance Standards prescribed by the Securities & Exchange Board of India (SEBI). The report on Corporate Governance and the Chartered Accountants'' Certificate dated 01.08.2014 in line with clause 49 of the Listing Agreement, are made a part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors confirm that :

* In the preparation of the annual accounts, the applicable accounting standards have been followed :

* Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profits of the Company for the Year April 1, 2013 to March 31, 2014 :

* Proper and sufficient care has been taken 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 fraud and other irregularities The annual accounts have been prepared on a going concern basis.

STATUTORY INFORMATION

The Company has no particulars to be given as required by the Provisions of section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975, as none of the employees of the Company was in receipt of total remuneration of Rs. 24,00,000 or more p.a. or Rs.2,00,000 or more p.m. during the financial year under review.

The Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 regarding the conservation of energy & technology absorption are not applicable to the company. The company has not earned any income or incurred any expenditure in Foreign Exchange during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their appreciation for the continued support and assistance received from Bankers of the Company, Shareholders and Customers and other associates, Your Directors convey their sincere gratitude to all for the trust reposed in the Company. The Directors also wish to place on record their sincere appreciation for the services rendered by the highly dedicated team of officers and staff of the Company.

By order of the Board For, RFL International Limited

SD/- Devendra Shah Chairman

Place: Ahmedabad Date: 01/08/2014

---

Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Accounts drawn for the year ended on 31st March 2010.

FINANCIAL RESULTS :

FINANCIAL RESULTS (Amt. In Rs.) 2009-2010 2008-2009

Income 508512 1701725

Expenses 388002 2305525

Profit (Loss) before Tax 120510 -603800

Less : Provision for taxation 20295 -293000

Profit (Loss) after Tax 100215 -896800

OPERATIONAL PERFORMANCE

During the year, your company has performed well in spite of versed position of the company.

DIVIDEND

Your Directors do not recommend any dividend for the Financial year 2009-2010.

AUDITORS

The Auditors of the Company viz. M/s. L.N.PAEL & CO., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, they have given their consent for re- appointment.

During the year, M/s Prakash B.Seth & Co., Chartered Accountants, Ahmedabad have shown their unwillingness to continue to be the auditors of the company by way of written letter on 02-10-2010. The Board approached new auditor firm - M/s L.N.Patel & Co., Chartered Accountants, Ahmedabad. After receipt of their consent, the Board held an EGM of Share Holders on 29-10-2009 for appointment of new auditors.

DIRECTORS

Mr. Narendra Shah, Satish Raval & Dolly Shah appointed during the year in place of Directors who resigned from directorship of the company viz. Jigen Vora, Parimal Shah, Kaushal N. Vora, & Dilip Doshi.

Mr. Satish Raval will retire by rotation as per the provisions of CO. Act and being eligible offers himself to be reappointed.

CORPORATE GOVERNANCE:

Your Directors affirm their commitment to the Corporate Governance Standards prescribed by the Securities & Exchange Board of India (SEBI). The report on Corporate Governance and the Chartered Accountants Certificate dated 01.09.2010 in line with clause 49 of the Listing Agreement, are made a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed :

- Appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Profits of the Company for the Year April 1, 2009 to March 31, 2010 :

- Proper and sufficient care has been taken 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 fraud and other irregularities The annual accounts have been prepared on a going concern basis.

STATUTORY INFORMATION

The Company has no particulars to be given as required by the Provisions of section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975, as none of the employees of the Company was in receipt of total remuneration of Rs. 24,00,000 or more p.a. or Rs.2,00,000 or more p.m. during the financial year under review.

The Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 regarding the conservation of energy & technology absorption are not applicable to the company. The company has not earned any income or incurred any expenditure in Foreign Exchange during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their appreciation for the continued support and assistance received from Bankers of the Company, Shareholders and Customers and other associates, Your Directors convey their sincere gratitude to all for the trust reposed in the Company. The Directors also wish to place on record their sincere appreciation for the services rendered by the highly dedicated team of officers and staff of the Company.

By order of the Board For, RFL International Limited

SD/- Ahmedabad Anish Shah

01-09-2010 Chairman

---

Mar 31, 2004

The Directors have pleasure in presenting their TWELFTH Annual Report together with the Audited Accounts drawn for the year ended on 31st March 2004

FINANCIAL RESULTS :

Particulars 2003-04 2002-03 Rupees Rupees

Profit / (Loss) before Depreciation and Taxes 2936777 393781

Add/Less: Depreciation 1416581 853831

Profit (Loss) before Taxes 1520195 -460050

Provision for Current Taxation -25000 0

Provision for Deferred Taxation 313133 -599465

Profit (Loss) after taxes 1808328 -1059515

Tax Adjustments of Earlier years 1286 14379

Balance (Loss) Brought Forward -4799907 -3754771

Balance Carried to Balance Sheet -2990293 -4799907

OPERATIONAL PERFORMANCE

During the year, your company has registered the Cash Profit of Rs. 29.37 Lacs as against the Cash Profit of Rs. 3.94 Lacs in the previous year. Similarly, as against the loss before tax of Rs. 4.60 Lacs during the previous year, the company has shown Profit of Rs.15.20 Lacs in the Current Year.

DIVIDEND

In view of the accumulated losses, your Company has decided to plough back the profits of the current year. In view of this, your Directors do not recommend any dividend for the Financial year 2003-2004.

AUDITORS REPORT

All the items on which comments have been made by the auditors in their report to the Share holders are self explanatory as explained by way of Notes to the Accounts under Schedule 14 to the Balance Sheet and Profit & Loss Accounts and therefore do not call for any further comments.

AUDITORS

The Auditors of the Company viz. M/s. Prakash B. Sheth & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, they have given their consent for re-appointment.

DIRECTORS

Mr.Parimal D. Shah, the director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Dilip M. Doshi was appointed as additional Director of the Company at the Board Meeting of the Company held on 15th June, 2004. He holds the Office upto the date of ensuing Annual General Meeting. The Company has received Notice u/s. 257 of the Companies Act, 1956 from some of the members proposing the candidature of Mr Dilip Doshi for continuation as Director.

Khushboo V. Shah has ceased to be the Director w.e.f. 15th June, 2004. Board places on record their appreciation for the contribution made by Khushboo Shah during her tenure with the Company.

CORPORATE GOVERNANCE:

Your Directors affirm their commitment to the Corporate Governance Standards prescribed by the Securities & Exchange Board of India (SEBI). The report on Corporate Governance and the Chartered Accountants Certificate dated in line with clause 49 of the Listing Agreement, are made a part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors confirm that :

- In the preparation of the annual accounts, the applicable accounting standards have been followed :

- appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2004 and of the Profits of the Company for the Year April 1, 2003 to March 31, 2004 :

- Proper and sufficient care has been taken 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 fraud and other irregularities :

- The annual accounts have been prepared on a going concern basis.

STATUTORY INFORMATION

The Company has no particulars to be given as required by the Provisions of section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975, as none of the employees of the Company was in receipt of total remuneration of Rs. 24,00,000 or more p.a. or Rs.2,00,000 or more p.m. during the financial year under review.

The Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 regarding the conservation of energy & technology absorption are not applicable to the company. The company has not earned any income or incurred any expenditure in Foreign Exchange during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their appreciation for the continued support and assistance received from Bankers of the Company, Shareholders and Customers and other associates, Your Directors convey their sincere gratitude to all for the trust reposed in the Company. The Directors also wish to place on record their sincere appreciation for the services rendered by the highly dedicated team of officers and staff of the Company.

For and on behalf of Board FOR, RFL International Limited

Jigen Vora Chairman

Ahmedabad 29th June, 2004.

---

Mar 31, 2002

The Directors have pleasure in presenting their TENTH Annual Report together with the Audited Accounts drawn for the year ended on 31st March 2002.

FINANCIAL RESULTS:

2001-2002 2000-2001 Rupees Rupees

Loss before Depreciation & Taxes -1851914 -1703945

Add: Depreciation -853484 -1015145

Loss before taxes -2705398 -2719090

Less: Deferred Tax Assets of Current Year 51332 0

Loss after Taxes -2654056 -2719090

Tax adjustments of earlier years 131843 74711

Balance brought forward -1437548 456832

Adjustments for deferred taxation (net) 205000 0

Transferred from General Reserve 0 750000

Loss carried to Balance Sheet -3754771 1437548

OPERATIONS

During the year your company has registered Loss of Rs. 26.54 Lacs (after Tax & depreciation). Sudden fall out in the stock market has adversely affected the shares portfolio of the company.

DIVIDEND

Your Directors do not recommend any dividend due to loss for the year 2001-2002.

AUDITORS

The Auditors of the Company viz. M/s. Prakash B. Sheth & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, they have given their consent for re-appointment.

DIRECTORS

Kaushal N. Vora & Parimal D. Shah were appointed as Additional Directors of the Company at the Board Meeting held on 30-03-2002. Similarly, Mr. Santosh D. Raje & Mr. Girish K. Naik were also appointed as a additional directors of the company at the Board meeting held on 10-06-2002. They all hold the office up to the date of ensuing Annual General Meeting. Out of the above four directors, the company has received Notices under Section 257 of the Companies Act, 1956, from some of the members proposing the candidatures of Mr. Kaushal N. Vora & Mr. Parimal D. Shah for continuation as Directors. Mr. Hemant Vora, has ceased to be Director w.e.f. 30th March, 2002. Board Places on record their appreciation for the contribution made by Mr. Hemant Vora during his tenure with the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 your Directors confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed:

- appropriate accounting policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2002 and of the Loss of the Company for the Year April 1,2001 to March 31, 2002:

- Proper and sufficient care has been taken 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 fraud and other irregularities:

- the annual accounts have been prepared on a going concern basis.

STATUTORY INFORMATION

The Company has no particulars to be given as required by the Provisions of section 217 (2A) of the Companies (Particulars of Employees) Rules, 1975, as none of the employees of the Company was in receipt of total remuneration of Rs. 24,00,000 or more p.a. or Rs. 2,00,000 or more p.m. during the financial year under review.

The Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 regarding the conservation of energy & technology absorption are not applicable to the company. The company has not earned any income or incurred any expenditure in Foreign Exchange during the year under review.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

CORPORATE GOVERNANCE

In case of your Company, the provisions pertaining to Corporate Governance as per the listing agreements will have to be complied with by 31st March, 2003.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their appreciation for the continued support and assistance received from Bankers of the Company, Shareholders and Customers and other associates, Your Directors convey their sincere gratitude to all for the trust reposed in the Company. The Directors also wish to place on record their sincere appreciation for the services rendered by the highly dedicated team of officers and staff of the Company.

FOR AND ON BEHALF OF BOARD

FOR, RFL INTERNATIONAL LIMITED

CHAIRMAN

AHMEDABAD 18th JUNE, 2002