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Goenka Business & Finance Ltd.

BSE: 538787 Sector: Financials
NSE: N.A. ISIN Code: INE997C01015
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OPEN 84.25
52-Week high 176.40
52-Week low 84.25
P/E 1203.57
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 84.25
Sell Qty 114123.00
OPEN 84.25
CLOSE 84.25
52-Week high 176.40
52-Week low 84.25
P/E 1203.57
Mkt Cap.(Rs cr) 110
Buy Price 0.00
Buy Qty 0.00
Sell Price 84.25
Sell Qty 114123.00

Goenka Business & Finance Ltd. (GOENKABUSINESS) - Director Report

Company director report

Dear Members

Your Directors present the 29th Annual Report of your Company together with the AuditedAnnual Accounts for the financial year ended 31st March 2016.

1. Financial Performance of the company

Amount (Rs.)
Particulars 2015-16 2014-15
Total Income 22937657 32257818.07
Total Expenditure 22021989 24659939.26
Profit before exceptional Items 915668.23 7597878.81
Less: Exceptional Items - 9455.00
Profit before Tax 915668 7588423.81
Less: Provision for Current tax 439111 2413746.00
Add/(less): Deferred Tax Liability (52411) (23482.00)
Net Profit after Tax 528968 5151195.81
Add: Brought forward from previous year 26430132 22430924.28
Less: Transfer to statutory Reserve 183134 1030239.00
Less: Contingent provision against standard Assets 62288 120988.00
Balance carried to Balance sheet 26713678 26430893.09

2. Operating Highlights

During the year under review total Income of the Company is Rs. Rs. 915668 as againstRs. 7588423.81 in the previous year. The Company incurred a profit of Rs. 528968 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)asa 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

Save 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 2016 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 2016.

6. Dividend

In view of marginal profits made by the Company your Directors regret their inabilityto recommend any dividend for the financial year 2015-16.

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 11 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. Rajput Jain& Associates. Checks and verifies internal control and monitors them in accordancewith policy adopted by the company. The Company continues to ensure proper and adequatesystems and 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. Your Company has transferred a sum of Rs.1.83 lacs to Statutory Reserve asagainst the sum of Rs.10.30 lacs for the same last year. Also the company has transferreda sum of Rs.62 Thousand to Contingent Provision against Standard Assets as against the sumof Rs. 1.21 lacs for the same last year and the same are in compliance with the applicableprovisions prescribed under the Special reserves u/s 45-IC of the RBI Act1934.

12. Statutory Auditors

M/S. M A A K & Asso. Chartered Accountants of Ahmedabad having Firm Registrationno. 135024W be and is hereby appointed as the auditors of the company in place of theretiring auditors of M/S Alok Singh & Co. having firm registration no. 013811Nchartered Accountants as statutory auditors of the company from this Annual GeneralMeeting till the conclusion of next annual General Meeting after receiving arecommendation in this regard from the Audit Committee pursuant to the provision ofsection 139 142 and other applicable provision if any of the companies act 2013 andrules made there under be and are hereby ratified and confirmed as statutory auditors ofthe company to carry out statutory for the financial year 2016-17.

13. Auditors' Report

There were no qualifications reservation or adverse remark or disclaimer as reportedby the statutory auditor of the Company.

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 on31.03.2016 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.

17. Directors

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 reenactment thereof for the time being in force) and asper SEBI (LODR) Regulations Ms. Nitixa Ramanuj was appointed as the Company Secretary andCompliance Officer of the Company and Mr. Jayrajbhai K Selara was appointed as ChiefFinancial Officer of the Company.

Note: As on date there are five directors on board out of them 2 are Non-ExecutiveIndependent Director and 3 are Additional Director who are going to be appointed as anExecutive Director so there is no Director on the Board who will retire by rotation inensuing AGM.

18. Number of meetings of the Board of Directors

The board of Directors of the Company met 5 times during the financial year. Thedetails of various Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act2013(hereinafter "the Act").

19. Audit Committee

The Audit committee comprises of three members out of whom two are Non-ExecutiveDirectors and one is Executive director. The Committee met 4 (Four) times during the year.The details of the meetings of the committee are provided in the Corporate GovernanceReport.

20. Details of establishment of vigil mechanism for directors and employees

In compliance with the requirements of Section 177 of the Companies Act 2013 andrevised Clause 49 of Listing Agreement with the Stock Exchanges your Company hasestablished a vigil mechanism for the Directors and Employees of the Company through whichgenuine concerns regarding various issues can be communicated. The Company had adopted aCode of conduct for Directors and Senior Management Executives ("the Code")which lays down the principles and standards that 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 2015-16 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 sub-section (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 2015-16 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 Mr. Vikas Sharma Practicing Company Secretary to conductSecretarial Audit for the Financial Year 2015-16. The Secretarial Auditor's Report in theprescribed format for the period ended March 31 2016 is annexed to this Directors''Report as Annexure- II

Explanation to Auditor's Remarks

The Secretarial Auditor's Report (MR-3) contains some qualifications and adverseremarks for F.Y. 2015-16 which have been acknowledged by the Board and as important pointswere complied upto its applicability level and rest are complied later by the authorizedpersonnel

25. Corporate Governance Certificate

Your Company has been complying with all the requ0irements 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

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.

28. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

Place: Kolkata For and on behalf of the Board
Date: 04-09-2016 Sd/-
Prashant Ghanshyambhai Ukani
DIN: 03406521