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Goenka Business & Finance Ltd.

BSE: 538787 Sector: Financials
NSE: N.A. ISIN Code: INE997C01015
BSE 00:00 | 25 Jan 19.97 -1.05
(-5.00%)
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NSE 05:30 | 01 Jan Goenka Business & Finance Ltd
OPEN 19.97
PREVIOUS CLOSE 21.02
VOLUME 20025
52-Week high 24.44
52-Week low 2.34
P/E 8.84
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.97
CLOSE 21.02
VOLUME 20025
52-Week high 24.44
52-Week low 2.34
P/E 8.84
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

Goenka Business & Finance Limited

The Directors have pleasure in presenting before you the 34th Annual Reporton the business and operations of the Company along with the Audited Financial Statementfor the financial year ended 31st March 2021.

- FINANCIAL SUMMARY HIGHLIGHTS:

(Rs. in Lakhs)

Particulars 31/03/2021 31/03/2020
Total Income 18649.45 5739.90
Total Expenses 18631.96 5935.63
Profit/(Loss ) before Tax 17.49 (195.73)
Tax Expense:
- Current Tax - -
Deferred Tax (26.90) 55.60
Net Profit/ Loss after Tax 44.39 (140.13)

- STATE OF COMPANY AFFIARS:

During the financial year 2020-21 the Company has earned a total income of Rs.18649.45 Lakhs against a total income of Rs. 5739.90 Lakhs in the previous year. TheCompany has earned a Net Profit of Rs. 44.39 Lakhs against a loss of Rs. 140.13 Lakhs inthe previous year. The Directors are optimistic about future performance of the Companybased on the increase the revenue and profit after tax compared to previous year.

- OPERATIONS AND FUTURE OUTLOOK

With the commencement of 2021-22 Financial Year the effects of corona virus haveaffected the stability of the economy of 150 countries - jeopardizing their lifestyleeconomy impacting business and assumption of common wellbeing which we had taken forgranted. The lockdown has adversely have affected service sector like banks restaurantsfood vendors and food delivery providers at par with providing health safety and medicalsustenance. It's hard to predict the future especially if you're still struggling tofigure out what's happening in today's economy. The pace of change in the business worldis faster than ever these days thanks largely to globalization and digital technology.The movement and management of money are technically complex and integral to mostcompanies. In view of the same your Directors are looking for best possible new businessideas to be carried out by the Company in this critical situation of global pandemic ofCOVID – 19 to convert threats into opportunity by contributing Governments movementof Make in India.

- WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2019-20referred in sub-section (3) of Section 92 has been placed is mentioned below:www.goenkabusinessfinancelimited.in

Extract of Board report MGT-9 is as per Annexure-I.

- CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

- DIVIDEND

No Dividend was declared during the year.

- TRANSFER TO RESERVES

As per the terms of section 45-IC(1) of the Reserve Bank of India Act 1934 company hascreated statutory reserve and current year out of profit Rs. 887.81 thousand transfer tostatutory reserve.

- SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March 2021 stoodat Rs. 1300.01 lakhs. During the year under review there is no change in share capital ofthe Company.

- DEPOSITS

During the year under review your Company did not accept any deposits within themeaning of Provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

- MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable in the Company.

- SUBSIDARIES ASSOCIATED AND JOINT VENTURE COMPANIES

There are no subsidiaries associated and joint venture companies of the Company.

- DIRECTORS AND KEY MANANGERIAL PERSONNEL

At the year ended March 31 2021 the Board of Directors comprised of Two Executivedirector and one Non-Executive Independent woman director and Two Independent Director.

DIRECTOR RETIRES BY ROTATION:

Independent Directors not liable to retire by rotation in terms of Section 149(13) ofthe Act.

The policy for Familiarization of Independent Director is also placed on Website of thecompany i.e. www.goenkabusinessfinancelimited.in respectively.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

A. Mr. Bhavikkumar Prajapati Chief Financial Officer B. Mr. DharmikSolanki Company Secretary

DISQUALIFICATIONS OF DIRECTORS:

During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. The Board appraised the same and found that noneof the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary as per the certifying thatnone of the directors of the company disqualified for holding office as director of theCompany is enclosed with this Board Report as per Annexure-VIII.

- DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

- In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

- The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 of the Company for the year under review;

- The Directors have taken proper & sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

- The Directors have prepared the accounts for the year ended 31st March 2020 on agoing concern basis.

- The directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper system to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.

- COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. The following are the details of theBoard Committees during the Financial Year 2020-21: a. Audit Committee b. Nomination &Remuneration Committee c. Stakeholders Relationship Committee

Audit Committee

Your Company has an adequately qualified and experienced Audit Committee with Mr.Nigamkumar Sathavara (Chairman) Mr. Yasin Gori and Ms. Yesha Shah as Members. Therecommendations of the Audit Committee were duly approved and accepted by the Board duringthe year under review.

The full details with respect to Committees their compositions powers roles termsof reference Meetings held and attendance of the Directors at such Meetings of theCommittees are given in detail in the Report on Corporate Governance of the Company whichforms part of this Report.

- MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board Meetings:

During the year under review the Board has met 7 (Seven) times viz. 30thJune2020 31stJuly 2020 28thAugust 2020 15thSeptember 202010thNovember 2020 01stJanuary 2021 and 12thFebruary2021.

The details of meetings of the Board and the attendance of Directors areprovided in the Corporate Governance Report.

b. Committee Meetings:

During the year under review the Committees duly met and the details of the Meetingsheld and attendance of the Directors at such Meetings are provided in the CorporateGovernance Report.

c. Separate Meeting of Independent Director:

During the year under review a separate meeting of Independent Directors was held on25th March 2021. Details of the attendance of the Directors at such meeting anddetails about familiarization programme are provided in the Corporate Governance Report.

- SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) held on 30thSeptember 2020 at 01:30 P.M. IST through Video Conferencing ("VC)/ OtherAudio Visual Means ("OAVM).

- PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation25(4) and 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Nomination and Remuneration Committee of the Company has defined the evaluationcriteria and procedure for the Performance Evaluation process for the Board itsCommittees and Directors.

The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors and the Committees. Performance evaluation of independentDirectors was in accordance with Regulation 17(10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which is done by the entire board excludingthe director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors who also reviewed theperformance of the Board as a whole. The criteria on the basis which the evaluation hasbeen carried out are explained in the Corporate Governance Report. The performance of theboard was evaluated by the board after seeking inputs from all the Directors on the basisof criteria such as board composition and structure effectiveness of board processesinformation and functioning etc. as provided by the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India.

The performance of the committee was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of the committeeeffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirectors to the board and committee meeting like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meeting etc.

- PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS

During the Financial Year No Loan Guarantees and Investments made by the companyunder section 186 of the Company Act 2013. Details of Loans Guarantees and investmentsoutstanding as on 31st March 2020 are given in the notes to the financial statements.

In the Last Annual General Meeting Company was taken approval from shareholdersregarding exceeding limit of borrowing of amount of Rs. 250 /- crore this resolution isalso effective for the FY 2021-22.

- DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. Theamended/updated Whistle Blower Policy is available on the website of the Company i.e.www.goenkabusinessfinancelimited.in

- RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.

- STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

- CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance refers to a set of systems procedures and practices which ensurethat the company is managed in the best interest of all corporate stakeholders i.e.shareholders employees suppliers customers and society in general. Fundamentals ofCorporate Governance include transparency accountability and independence. Your Companyhas been complying with all the requirements of the code of Corporate Governance asspecified by SEBI. A separate report on Corporate Governance is furnished as a part of theDirectors' Report and the certificate from the Statutory Auditor regarding compliance ofcondition of Corporate Governance is Annexure-IV to the said Report.

- INTERNAL FINANCIAL CONTROLS AND AUDIT Adequacy of Internal Financial Controls:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

- MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report is applicable to the company as per theRegulation 34 under SEBI (Listing Obligation and Disclosures requirements) Regulation2015 and annexed herewith marked as Annexure-II.

- AUDITORS:

a. Statutory Auditors

"RESOLVED THAT pursuant to the provisions of Sections 139 142 and otherapplicable provisions if any of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 (including any statutory modification(s) or re-enactmentthereof for the time being in force) the Company hereby ratifies the reappointment ofM/s. M A A K & Associates Chartered Accountants (ICAI Registration No.: 013811N) asthe Statutory Auditors of the Company from the conclusion of this Annual General Meetingtill the conclusion of Thirty nine Annual General Meeting at such remuneration as may bemutually agreed between the Board of Directors of the Company and the Statutory Auditors.

During the year the Statutory Auditors have confirmed that they satisfy theIndependence Criteria required under the Companies Act 2013 and Code of Ethics issued bythe Institute of Chartered Accountants of India.

Explanation to Auditor's Remark

The Auditors' Report read with relevant notes are self-explanatory and not required anycomments or Explanation.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company which was required to report by Statutory Auditorsof the Company under sub-section (12) of section 143 of Companies Act 2013.

b. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Aanal Satyawadi & Co. Practicing Company Secretary to undertake theSecretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for thefinancial year ended March 31

2021 is enclosed as Annexure VII to the Report. There are noqualifications reservations or adverse remarks made by the Secretarial Auditor in theirreport.

c. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company's Act 2013read with the Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) ofCompanies (Accounts) Rules 2014 the Board of Directors of the Company has appointed M/sS.D. Mehta & Co. Chartered Accountants Firm Reg. No. 137193W to conduct internal auditfor the Company.

- PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the period under review No employee of the Company drew remuneration in excessof the limits specified under the provisions of section 197(12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.

- LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 toThe Bombay Stock Exchange Limited and Metropolitan Stock Exchanges Limited where theCompany's Shares are listed.

- DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

- No. of complaints received:Nil

- No. of complaints disposed off:Nil

- INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY

The Company is an NBFC company therefore all the provisions of the RBI act is compliedduring the year under review.

- RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.The disclosure of related party transactions as required under section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is attached as per Annexure-III.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.goenkabusinessfinancelimited.

- CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per rule 8(3) of the companies (Accounts) Rules 2014 isprovided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

- DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2020-2021.

- DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable in the Company.

- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable in the Company.

- SECRETARIAL STANDARDS OF ICSI

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

- DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) AND THEIR STATUS

There are no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

- DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR FINANCIALINSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from April 01 2020 to March 312021 thus no valuation is carried out for the one-time settlement with the Banks orFinancial Institutions.

- ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company likeSEBI BSE NSDL CDSL axis Bank RBL Bank ICICI bank and Indusind Bank etc. for theircontinued support for the growth of the Company.

For and on behalf of the Board

For GOENKA BUSINESS FINANCE LIMITED

Mr. Yasin Gori Mr. Bhavikkumar Prajapati
Place: Ahmedabad Whole Time Director Director
Date: 27.08.2021 DIN: 08221979 DIN: 08480627

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