BOARD'S REPORT Dear Members
Your Directors present the 30th Annual Report of your Company together with the AuditedAnnual Accounts for the financial year ended 31st March 2017.
1. Financial Performance of the company
| || ||Amount (Rs.) |
|Particulars ||2016-17 ||2015-16 |
|Total Income ||19195450 ||22937657 |
|Total Expenditure ||18107396 ||22021989 |
|Profit before exceptional Items ||1088054 ||915668.23 |
|Less: Exceptional Items ||- ||- |
|Profit before Tax ||1088054 ||915668 |
|Less: Provision for Current tax ||336210 ||439111 |
|Add/ (less): Deferred Tax Liability ||(83427) ||(52411) |
|Net Profit after Tax ||835271 ||528968 |
|Add: Brought forward from previous year ||26713678 ||26430132 |
|Less: Transfer to statutory Reserve ||- ||183134 |
|Less: Contingent provision against standard Assets ||(157430) ||62288 |
|Balance carried to Balance sheet ||27706379 ||26713678 |
2. Operating Highlights
During the year under review total Income of the Company is Rs. 19195450 as againstRs. 22937657 in the previous year. The Company incurred a profit of Rs. 835271 aftertaxes. Your Directors are putting in their best efforts to improve the performance of theCompany.
3. Company's Affairs
Goenka Business & Finance Limited (registered with the Reserve Bank of India (RBI)as a Non-Banking Financial Company) engaged mainly in the business of providing Securedand Unsecured Loans & Advances and investing in securities both quoted and unquoted.The Company offers specialized solutions for meeting specific liquidity requirements withtechnical insights into capital markets.
4. Material changes and commitments affecting the financial position of the Companyafter the close of financial year
Same as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the ends of thefinancial year of the Company- 31st March 2017 till the date of this report.
5. Change in the Nature of Business
There were no changes in the nature of the Business during the Financial Year ended31st March 2017.
In view of marginal profits made by the Company your Directors regret their inabilityto recommend any dividend for the financial year 2016-17.
7. Share Capital
There is no change in the Equity Share Capital of the Company during the financial yearunder review.
8. Fixed Deposits
The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptanceof Deposits) Rules 2014.
9. Particulars of Loans Guarantees or Investments Under Section 186
Particulars of Loans and Guarantees are provided in the financial statements (pleaserefer the Note 10 to the financial Statements).
10. Internal Control Systems and Their Adequacy
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The internal Auditor of the company M/s. Prakash Patwari& Co.. Checks and verifies internal control and monitors them in accordance withpolicy adopted by the company. The Company continues to ensure proper and adequate systemsand procedures commensurate with its size and nature of business.
11. Transfer to Reserves
As the company has not declared any dividend therefore the Company has not proposesto carry any sum to the General Reserves of the Company for the period underconsideration.
12. Statutory Auditors
"RESOLVED THAT pursuant to Section 139 and 142 and other applicable provisions ofthe Companies Act 2013 and the Rules made thereunder as amended from time to timePursuant to the proposal of the Audit Committee of the Board and recommendation of theBoard M/S. MAAK & Asso. Chartered Accountants of Ahmedabad having Firm Registrationno. 135024W be and is hereby appointed as the Statutory auditors of the Company to holdoffice for a period of four consecutive years commencing for the financial year 2017-18on a remuneration that may be determined by the audit committee in consultation with theauditors."
13. Auditors' Report
There were some qualifications reservation or adverse remark or disclaimer as reportedby the statutory auditor of the Company.
As informed by management the company has sold quoted and unquoted shares off marketwhich has resulted in loss to the company. However we have not been provided with theD-mat statement for the said transactions. Management has executed the said transactionsonly based on the invoices provided by the buyer and seller in physical mode. We haverelied only on management representation and the said invoices for the same.
The company being in the business of providing secured and unsecured finance varioustypes of loans have been provided by the company to various parties on various terms andconditions. We have not been provided with the written agreement with the said parties forconfirmation of rates time of repayment or other terms and conditions. Management hasrepresented the terms of the agreement and we have not been able to confirm the same withany other means.
Company has provided for commission amounting to Rs.28 49430/- however we havenot been provided with supporting documents or agreements clarifying the purpose of thecommissions.
The confirmation statements balances outstanding in the financial statements.
Explanation to Auditor's Remarks
Company has deal with the Physical mode of dealing in securities so actuallytransfer not done through Demat Account Thus Company not provide Demat Statement.
Company Stored Agreement with Parties in Safe Custody.
Company Provide to Commission to Agent for provide lead of Loan.
14. Extract of the annual return
The extract of Annual Return in Form No. MGT - 9 as per section 134(3)(a) of theCompanies Act2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule12 ofCompanies (Management & Administration) Rules 2014 as on the financial year ended on31.03.2017 is annexed herewith as Annexure-I.
15. Conservation of energy technology absorption and foreign exchange earnings andoutgo
Your Company has no activity relating to conservation of energy and technicalabsorption. The Company has no foreign exchange earnings and outgo during the year.
16. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
A) Changes in Directors and Key Managerial Personnel
As per the provisions of section 149 152 read with Schedule IV of the companies Act2013 and the companies (Appointment and Qualification of Directors) Rules 2014(includingany statutory modification(s) or re-enactment thereof for the time being in force) and asper SEBI (LODR) Regulations the following Changes made during the year in Directors andKey Managerial Personnel.
|Name ||Designation ||Nature of Change ||Date of Change |
|Prashant Ukani ||Additional Director ||Appointment ||21.04.2016 |
|Hardik Bhatt ||Additional Director ||Appointment ||21.04.2016 |
|Mamta Surkali ||Company Secretary ||Resignation ||21.04.2016 |
|Pooja Kushvala ||Whole time Director ||Resignation ||21.04.2016 |
|Sunitha Gupta ||Director ||Resignation ||07.06.2016 |
|Nitixa Ramanuj ||Company Secretary ||Appointment ||07.06.2016 |
|Jayraj Selara ||CFO ||Appointment ||07.06.2016 |
|Suchita Agarwal ||CFO ||Resignation ||07.06.2016 |
|Urmilaben Talsaniya ||Additional Director ||Appointment ||17.06.2016 |
|Prashant Ukani ||Director ||Change in Designation ||30.09.2016 |
|Hardik Bhatt ||Director ||Change in Designation ||30.09.2016 |
|Urmilaben Talsaniya ||Whole time Director ||Change in Designation ||30.09.2016 |
|Hardik Bhatt ||Director ||Resignation ||14.11.2016 |
|Nitixa Ramanuj ||Company Secretary ||Resignation ||03.01.2017 |
Note: As on date there are four directors on board out of them 3 are Non-ExecutiveDirector and 1 are Executive so there is no Director on the Board who will retire byrotation in ensuing AGM.
18. Number of meetings of the Board of Directors
The board of Directors of the Company met Six times during the financial year. Thedates on which the Board Meetings were held are as follows: 21.04.2016 07.06.201612.08.2016 04.09.2016 14.11.2016 and 10.02.2017 . The gap intervening between twomeetings of the board is as prescribed in the Companies Act 2013(hereinafter "theAct").
19. Audit Committee
The Audit committee comprises of three members out of whom all are Non-ExecutiveDirectors. The Committee met 4 (Four) times during the year. The dates on which the BoardMeetings were held are as follows: 25.04.2016 12.08.2016 14.11.2016 and 10.02.2016.
20. Details of establishment of vigil mechanism for directors and employees
In compliance with the requirements of Section 177 of the Companies Act 2013 and SEBI(LODR) Regulations 2015 your Company has established a vigil mechanism for the Directorsand Employees of the Company through which genuine concerns regarding various issues canbe communicated. The Company had adopted a Code of conduct for Directors and SeniorManagement Executives ("the Code") which lays down the principles and standardsthat should govern their actions.
Any actual or potential violation of the code howsoever insignificant or perceived assuch is a matter of serious concern for the company and should be brought to theattention of the concerned.
21. Nomination and Remuneration Committee
The objective of Nomination and Remuneration Committee is to assess the remunerationpayable to our Director; sitting fee payable to our Non Executive Directors; remunerationpolicy covering policies on remuneration payable to our senior executives. The IndependentDirectors of the Company were not paid any sitting fee or any other remuneration orcommission. During the financial year 2016-17 no remuneration has been paid to any of theDirector of the Company.
22. Particulars of contracts or arrangements with related parties:
The company had not entered into any contract or arrangements with related partiesreferred to in subsection (1) of section 188 of the Companies Act 2013 including certainarms length transactions under third proviso. In accordance with Accounting Standards -18the Related Parties Transaction are disclosed as an Annexure VI. The disclosure of relatedparty transactions as required under section 134(3)(h) of the Companies Act 2013 in FormAOC - 2 is enclosed herewith as Annexure-III
23. Managerial Remuneration:
The Independent Directors of the Company were not paid any sitting fee or any otherremuneration or commission. During the financial year 2016-17 no remuneration has beenpaid to any of the Director of the Company.
24. Secretarial Audit Report
In terms of the provisions of Section 204 of the Companies Act 2013 and Rules framedhereunder a Secretarial Audit Report in the prescribed format obtained from a companySecretary in practice is required to be annexed to the Board's Report. In view thereofThe Board has appointed M/S. Aanal Satyawadi & Co. Practicing Company Secretary toconduct Secretarial Audit for the Financial Year 201617. The Secretarial Auditor's Reportin the prescribed format for the period ended March 31 2017 is annexed to thisDirectors'' Report as Annexure- II
Explanation to Auditor's Remarks
The Secretarial Auditor's Report (MR-3) contains some qualifications and adverseremarks for F.Y. 2016-17 which have been duly complied by the Company and documents ofCompliance physically Send to Metropolitan Stock Exchange of india (MSEI) and record keptwith the Company.
25. Corporate Governance Certificate
Your Company has been complying with all the requirements of the code of CorporateGovernance as specified by SEBI. A separate report on Corporate Governance is furnishedas a part of the Directors 'Report and the certificate from the Statutory Auditorregarding compliance of condition of Corporate Governance is annexed to the said Report.
26. Risk management policy
In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. The Company manages monitorsand reports on the principal risks and uncertainties that can impact its ability toachieve its strategic objectives. Your Company's risk management is embedded in thebusiness processes. The Company's management system organizational structures processesstandards code of conduct behavior and internal control system together governs how thecompany conducts the business and manages associated risks. The Policy is available on theWebsite of the Company namely goenkabusinessfinancelimited.in
27. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
| || ||By order of the Board |
| || ||For M/s. Goenka Business & Finance Ltd. |
| ||Sd/- ||Sd/- |
|Place : Kolkata ||Raju Singh ||Hemal Gohel |
|Date: 10th August 2017 ||(Director) ||(Additional Director) |
| ||DIN: 06739907 ||DIN: 07830036 |
| ||Sd/- ||Sd/- |
| ||Jayraj K Selara ||Dharmik R Solanki |
| ||J J J (CFO) ||(Company Secretary) |
| ||PAN: BFCPS8458C ||PAN: DFYPS7184R |