Goenka Business & Finance Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

The Directors have pleasure in presenting before you the 38th Annual Report on the business and operations of the
Company along with the Audited Financial Statement for the financial year ended 31^st March, 2025.

Financial Performance: (in Lakhs)

Particulars	31/03/2025	31/03/2024
Revenue from Operation	7502.71	8596.07
Other Income	308.30	0.00
Less: Expenditure	7811.01	7137.12
Profit/(Loss) before, Interest, Depreciation & Tax	1641.63	1458.95
Less: Interest	1690.31	1118.29
Less: Depreciation & Amortisation Cost	2.05	1.89
Less: Extra Ordinary Items	-	-
Profit/Loss Before Tax	(50.73)	338.77
Less Tax Expense: • Current Tax	7.90	59.57
• Deferred Tax	(0.25)	59.94
Add: Other Comprehensive Income	24.91	13.64
Net Profit/ Loss after Tax	(33.47)	232.90

Operational performance of the company

For the financial year ended 31^st March 2025, the
Company reported Revenue from Operations of
^7,502.71 lakhs, down 12.70% from the previous year
due to market conditions and strategic realignment.
Other Income stood at ^308.30 lakhs, with total
expenditure rising to ^7,811.01 lakhs. PBIDT improved
by 12.51% to ^1,641.63 lakhs, reflecting operational
efficiency. However, higher finance costs of ^1,690.31
lakhs and depreciation of ^2.05 lakhs led to a Loss
before Tax of ^50.73 lakhs. After tax and other
comprehensive income adjustments, the Net Loss stood
at ^33.47 lakhs. The Company remains focused on
efficiency, cost control, and long-term growth.

Annual Return

In accordance with the provisions of Section 92(3) of
the Companies Act, 2013, the Annual Return of the
Company for the financial year 2024-25 has been
placed on the Company''s website at the following
address:

www.goenkabusinessfinancelimited.in

Change in Nature of Business

There has been no change in the nature of the Business
and operations of the Company during the year under
review.

Dividend

In view of the Company''s plans for future business
expansion and to conserve resources, the Board of
Directors has not recommended any dividend for the
financial year 2024-25.

Transfer to Reserves

In accordance with Section 45-IC(1) of the Reserve Bank
of India Act, 1934, no amount has been transferred to
the Statutory Reserve for the financial year 2024-25, as
the Company has incurred a loss during the year.

Share Capital

As on 31st March, 2025, the authorised share capital of
the Company stood at ^13,30,00,000, and the issued,
subscribed, and paid-up equity share capital stood at
^13,00,01,000. During the financial year under review,
there was no alteration in the share capital structure of
the Company.

Deposits

Pursuant to the provisions of Section 73 to 76 of the
Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, the Company,
being a Non-Banking Financial Company registered with
the Reserve Bank of India and classified as a non¬
deposit taking NBFC, has neither accepted nor renewed
any deposits from the public during the financial year
under review. Accordingly, the provisions relating to
acceptance of deposits under the aforesaid sections
and rules are not applicable to the Company.

Material Changes and Commitments Affecting the
Financial Position of the Company

There have been no material changes and
commitments, occurring after the end of the financial
year on 31st March, 2025 and till the date of this

Report, which would have a material impact on the
financial position of the Company.

Subsidiaries, Associates, and Joint Venture Companies

During the financial year under review, the Company
does not have any subsidiary, associate, or joint venture
company within the meaning of the Companies Act,
2013.

Directors and Key Managerial Personnel

The composition of the Board of Directors is in
accordance with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), comprising an
appropriate mix of Executive and Non-Executive
Directors, including one Woman Independent Director.

As on 31st March, 2025, the Board comprised two
Executive Directors, one Non-Executive Independent
Woman Director, and two other Independent Directors.

I. Appointments / Re-appointments:

During the financial year under review, there
were no new appointments of Directors.

II. Resignations:

There were no resignations of Directors during
the financial year.

III. Director Retiring by Rotation:

In accordance with the provisions of Section
152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr.
Bhavikkumar Shankarlal Prajapati (DIN:
08480627), Executive Director, is liable to retire
by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself
for re-appointment. The Board recommends his
re-appointment for the approval of
shareholders. Brief details of the Director
proposed to be re-appointed are provided in
the Notice convening the Annual General
Meeting in accordance with Regulation 36 of
the Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, all
Independent Directors have submitted declarations
confirming that they meet the criteria of independence
as prescribed under the Act and the Listing Regulations.

In the opinion of the Board, the Independent Directors
fulfill the conditions for independence and are
independent of the management. Further, as per
Section 149(13) of the Act, Independent Directors are
not liable to retire by rotation.

The policy on familiarization programmes for
Independent Directors is available on the Company''s
website at: www.goenkabusinessfinancelimited.in.

Key Managerial Personnel

In accordance with Section 2(51) and Section 203 of the
Companies Act, 2013 read with applicable Rules, the
following are the Key Managerial Personnel (KMP) of
the Company as on the date of this Report:

Mr. Bhavikkumar Prajapati - Chief Financial Officer
Mr. Yasin Gori - Whole-Time Director
Mr. Dharmik Ripinbhai Solanki - Company Secretary
(appointed w.e.f. 2nd September, 2024)

Change in Key Managerial Personnel:

During the financial year under review, the following
changes occurred in the Key Managerial Personnel of

the Company pursuant to the provisions of Section
2(51) and Section 203 of the Companies Act, 2013 read
with the applicable rules:

• Ms. Pooja Hemang Khakhi (ACS: 36184)
resigned from the position of Company
Secretary & Compliance Officer and ceased to
be a Key Managerial Personnel with effect from
11th April, 2024.

• The Board appointed Mr. Maunishkumar
Gandhi as the Company Secretary &
Compliance Officer of the Company with effect
from 5th July, 2024. He resigned from the said
position with effect from 31st August, 2024.

• Subsequently, Mr. Dharmik Ripinbhai Solanki
was appointed as the Company Secretary &
Compliance Officer of the Company with effect
from 2nd September, 2024, and is designated
as a Key Managerial Personnel under Section
203 of the Companies Act, 2013.

These changes have been duly noted and taken on
record by the Board.

Directors'' Disqualification and Fit & Proper Criteria

The Company has received declarations from all
Directors under Section 164(2) of the Companies Act,
2013 confirming that they are not disqualified from
being appointed or continuing as Directors. The Board
has taken the same on record.

Further, a certificate from a Practicing Company
Secretary confirming that none of the Directors are
disqualified from being appointed or continuing as
Directors of the Company has been obtained and is
annexed to this Report as Annexure-VII.

Policy on Appointment and Remuneration of Directors

The Company has formulated a Nomination and
Remuneration Policy in accordance with the provisions
of Section 178 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policy lays down the criteria for
selection, appointment, and remuneration of Directors
and Key Managerial Personnel, including the evaluation
framework for their performance.

The said policy is available on the Company''s website
at: www.goenkabusinessfinancelimited.in.

Performance Evaluation of the Board and Directors

Pursuant to the provisions of Section 134(3)(p) of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board has carried out the annual evaluation of its own
performance, its Committees, and individual Directors.

The evaluation was conducted through a structured
questionnaire covering various aspects such as Board
composition and structure, effectiveness of meetings,
decision-making processes, and performance of
individual Directors. The performance of the Chairman
and Non-Independent Directors was evaluated by the
Independent Directors, while the performance of the
Board as a whole was reviewed by the Board.

The Nomination and Remuneration Committee also
reviewed the performance of individual Directors based
on parameters including level of preparedness,
participation in meetings, and meaningful
contributions.

Familiarization Program for Directors

The Company conducts structured orientation and
familiarization programmes for its Directors, including
Independent Directors, to enable them to understand
their roles, rights, responsibilities, and the Company''s
operations and business environment.

The details of the familiarization programme are
available on the Company''s website at:

www.goenkabusinessfinancelimited.in

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board of Directors hereby confirms that:

I. In the preparation of the Annual Accounts, the
applicable Accounting Standards have been
followed along with proper explanation relating
to material departures;

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

III. The Directors have taken proper & sufficient
care of the maintenance of adequate

accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for prevention & detecting fraud & other
irregularities;

IV. The Directors have prepared the accounts for
the year ended 31st March, 2025 on a going
concern basis.

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

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

Meetings of the Board and its Committees

a. Board Meetings:

During the financial year 2024-25, the Board of
Directors met six (6) times. The meetings were held on
the following dates: 29.05.2024, 05.07.2024,

14.08.2024, 02.09.2024, 29.10.2024, and 12.02.2025

The gap between two consecutive meetings did not
exceed 120 days, as prescribed under the Companies
Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details regarding the attendance
of Directors at the Board meetings are provided in the
Corporate Governance Report, which forms part of this
Annual Report.

b. Committees of the Board

The Company has constituted the following Committees
of the Board in accordance with the applicable
provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

I. Audit Committee:

As on 31st March, 2025, the Audit Committee

comprised the following members:

• Mr. Nigamkumar Sathavara - Chairman
(Independent Director)

• Mr. Yasin Gori - Member (Executive Director)

• Ms. Charmi Parikh - Member (Independent
Director)

The Committee met at regular intervals to review
financial reporting and internal control systems. During
the financial year, the Audit Committee met four (4)
times. The Board accepted all the recommendations
made by the Committee during the year.

II. Nomination and Remuneration Committee:

As on 31st March, 2025, the Nomination and
Remuneration Committee comprised:

• Ms. Charmi Parikh - Chairperson

(Independent Director)

• Mr. Nigamkumar Sathavara - Member
(Independent Director)

• Mr. Yasin Gori - Member (Executive Director)

The Committee met three (3) times during the financial
year under review to evaluate and recommend
appointments, reappointments, and performance

evaluation frameworks.

III. Stakeholders Relationship Committee:

As on 31st March, 2025, the Stakeholders
Relationship Committee comprised:

• Mr. Nigamkumar Sathavara - Chairman
(Independent Director)

• Mr. Yasin Gori - Member (Executive
Director)

• Ms. Charmi Parikh - Member (Independent
Director)

The Committee met two (2) times during the financial
year to consider and resolve stakeholder grievances.

c. Meeting of Independent Directors:

In accordance with the provisions of Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate meeting of Independent Directors was
held on 24th March, 2025, without the presence of
Non-Independent Directors and members of
management. The Independent Directors reviewed the

performance of the Board, its Committees, the
Chairman, and Non-Independent Directors.

Shareholders'' Meeting

During the financial year under review, one
Shareholders'' Meeting, i.e., the Annual General
Meeting (AGM), was held on 27th September, 2024 at
04:00 P.M. IST through Video Conferencing (VC) / Other
Audio Visual Means (OAVM) in compliance with
applicable provisions of the Companies Act, 2013 and
relevant circulars issued by the Ministry of Corporate
Affairs.

The proceedings of the meeting were conducted in a
manner that ensured compliance with statutory
requirements while enabling effective shareholder
participation.

Particulars of Loans, Guarantees and Investments

During the year under review, the Company has, in the
ordinary course of its business, provided loans and
made investments in accordance with its principal
business activities.

The Company is a Non-Banking Financial Company
(NBFC) registered with the Reserve Bank of India (RBI)
and is engaged in the business of providing loans and
making investments as part of its ordinary course of
business.

In view of the same, and in terms of the exemption
granted under Section 186(11)(d) of the Companies Act,
2013, the provisions of Section 186(2) to 186(4) relating
to disclosure of particulars of loans given, guarantees
provided, and investments made are not applicable to
the Company.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) and
177(10) of the Companies Act, 2013, and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has established a Vigil Mechanism
through the implementation of a Whistle Blower Policy.

The Vigil Mechanism provides a secure and confidential
platform for the Directors and employees of the
Company to report genuine concerns regarding
unethical behaviour, actual or suspected fraud, or
violation of the Company''s Code of Conduct and Ethics
Policy. The policy ensures adequate safeguards against

victimization of individuals who avail of the mechanism
and provides for direct access to the Chairperson of the
Audit Committee.

The amended/updated Whistle Blower Policy is
available on the Company''s website at:
www.goenkabusinessfinancelimited.in

During the financial year under review, no complaints
were received under the Vigil Mechanism.

Internal Financial Controls and Audit

The Company has established a comprehensive
framework of Internal Financial Controls (IFC) to ensure
the orderly and efficient conduct of its business,
including adherence to internal policies, safeguarding of
assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and
timely preparation of reliable financial statements and
disclosures.

These controls are aligned with the requirements of the
Companies Act, 2013 and are designed to operate
effectively at all levels of the organization. The
Company has implemented structured policies and
standard operating procedures that define authority
limits, operational workflows, and accountability
mechanisms to support effective decision-making and
risk management.

The Board of Directors periodically evaluates the
adequacy and effectiveness of the internal control
systems and ensures that appropriate corrective actions
are taken, wherever necessary. The Company also
conducts regular assessments to strengthen controls
and improve processes in line with evolving business
needs and regulatory requirements.

Based on the framework of internal financial controls
and compliance systems established and maintained by
the Company, the Board is of the opinion that the
internal financial controls are adequate and operating
effectively throughout the financial year.

Risk Management Policy

The Company has adopted a comprehensive Risk
Management Policy to identify, assess, monitor, and
mitigate various risks associated with its operations.
The risk management framework is designed to
proactively recognize internal and external risks,
evaluate their potential impact, and implement
appropriate mitigation strategies to safeguard the
interests of stakeholders.

The Company has laid down structured procedures for
the assessment and minimization of probable risks,
which are periodically reviewed by the management
and overseen by the Board. This approach ensures that
key risks are identified in a timely manner and managed
effectively through well-defined processes, controls,
and contingency plans.

The Risk Management Policy covers, inter alia,
operational risk, financial risk, market risk, credit risk,
legal and compliance risk, and reputational risk. The
Company continues to enhance its risk management
practices in alignment with evolving business
complexities and regulatory expectations.

Compliance Management

The Company has complied with all applicable
provisions of the Companies Act, 2013, including rules
made thereunder, as well as various applicable
regulations prescribed by the Securities and Exchange
Board of India (SEBI) such as the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, and other circulars and guidelines issued from
time to time. As a registered Non-Banking Financial
Company (NBFC), the Company also adheres to the
regulatory framework and directions issued by the
Reserve Bank of India (RBI), including the Master
Direction - Non-Banking Financial Company - Non-
Systemically Important Non-Deposit taking Company
(Reserve Bank) Directions, 2016, and subsequent
Master Circulars and notifications applicable to NBFCs.
The Company has established an internal compliance
framework to monitor and ensure adherence to all
statutory, regulatory, and governance requirements,
and confirms that it has complied with all applicable
legal provisions during the financial year under review.

Corporate Governance

The Company is committed to maintaining the highest
standards of corporate governance and has adopted a
set of best governance practices to ensure
transparency, accountability, and integrity in all its
operations and stakeholder interactions.

Pursuant to Regulation 34(3) read with Schedule V of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015"), a
detailed Corporate Governance Report forms part of
this Annual Report and is annexed hereto as Annexure
- III.

In accordance with Para C and Para E of Schedule V of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has obtained the following
certificates from M/s. Aanal Satyawadi & Co. , Company
Secretaries:

• Certificate of Non-Disqualification of Directors,
annexed as Annexure - VIII; and

• Certificate on Corporate Governance, Annexure
- IV

Management Discussion and Analysis Report

In accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, and the applicable provisions of the Master
Direction issued by the Reserve Bank of India for Non¬
Banking Financial Companies, the Management
Discussion and Analysis Report forms an integral part of
the Annual Report. This report provides a detailed
overview of the business performance, industry
outlook, opportunities, risks, and other key aspects of
the Company''s operations. The said report is annexed
to this Report and marked as Annexure - I.

Auditors

a. Statutory Auditors

Pursuant to the recommendation of the Audit
Committee and the Board of Directors, the Members of
the Company at the 34th Annual General Meeting held
on 30th September, 2021, appointed M/s. MAAK &
Associates, Chartered Accountants (ICAI Firm
Registration No.: 013811N), as the Statutory Auditors of
the Company for a term of five consecutive years, from
the conclusion of the 34th AGM until the conclusion of
the 39th Annual General Meeting, to be held in the year
2026. The Members also approved the remuneration
payable to the Statutory Auditors and authorised the
Board to finalise the terms and conditions of their
appointment, including remuneration, based on the
recommendation of the Audit Committee.

During the year, the Statutory Auditors have provided a
confirmation that they continue to satisfy the
independence criteria as prescribed under the
Companies Act, 2013 and the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI),
and are not disqualified in terms of Regulation 33(1)(d)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR
Regulations").

Explanation to Auditors'' Remarks

The Statutory Auditors'' Report on the financial
statements for the financial year ended March 31,
2025, is self-explanatory and does not contain any
qualifications, reservations, or adverse remarks
requiring further explanation or clarification by the
Board.

Reporting of Frauds by Auditors

During the year under review, there have been no
instances of fraud reported by the Statutory Auditors
under Section 143(12) of the Companies Act, 2013.

b. Secretarial Auditor

In terms of the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI
LODR Regulations, the Company has appointed M/s.
Aanal Satyawadi & Co., Practicing Company Secretary,
to conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report, in Form MR-3, is annexed
to this Report and marked as Annexure - VI. The Report
does not contain any qualifications, reservations, or
adverse remarks, and reflects the Company''s strong
compliance culture and governance framework.

c. Cost Records and Cost Audit

As per the provisions of Section 148 of the Companies
Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014, the maintenance of cost records and
the appointment of cost auditors is not applicable to
the Company for the financial year under review, since
the Company does not fall within the prescribed
thresholds.

d. Internal Auditor

In accordance with the provisions of Section 138 of the
Companies Act, 2013 and Rule 13 of the Companies
(Accounts) Rules, 2014, the Board of Directors has
appointed M/s. Harsh Prajapati & Co., Chartered
Accountants (Firm Registration No. 157458W) as the
Internal Auditor of the Company for the financial year
2024-25. The Internal Auditor reports to the Audit
Committee and assists in monitoring the effectiveness
of the internal control systems, risk management, and
governance processes in the Company, as part of the
overall internal financial controls framework.

Particulars of Employees and Related Disclosures:

Pursuant to the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, it is hereby
confirmed that during the financial year under review,
no employee of the Company was in receipt of
remuneration requiring disclosure under the said
provisions, including any employee in receipt of
remuneration in excess of that drawn by the Managing
Director or Whole-Time Director and holding, either
individually or along with their spouse and dependent
children, not less than the prescribed percentage of
equity shares in the Company. hence, the provisions
relating to disclosure of particulars of employees are
not applicable.

Listing with Stock Exchanges

The Company confirms that it has duly paid the Annual
Listing Fees for the financial year 2024-2025 to the BSE
Limited (Bombay Stock Exchange) and the Metropolitan
Stock Exchange of India Limited (MSEI), where the
equity shares of the Company are listed.

Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has adopted an Anti-Sexual Harassment
Policy in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The policy is
applicable to all employees of the Company, across all
locations.

Status of complaints received during the year:

Number of complaints received: Nil
Number of complaints disposed of: Nil

Industry-Based Disclosures

As a Non-Banking Financial Company (NBFC) registered
with the Reserve Bank of India (RBI), the Company has
complied with all applicable provisions and guidelines
prescribed under the Reserve Bank of India Act, 1934
and the relevant Master Directions/Circulars issued by
the RBI during the financial year under review.

Related Party Transactions

All transactions entered into by the Company with
related parties during the financial year were in the
ordinary course of business and on an arm''s length
basis, and were reviewed and approved by the Audit
Committee in accordance with the applicable laws and
the Company''s policy on related party transactions.
There were no material related party transactions
during the year as defined under the Company''s policy
on materiality of related party transactions.

The required disclosure under Section 134(3)(h) of the
Companies Act, 2013 in the prescribed Form AOC-2 is
attached as Annexure - II to this Report.

The policy on materiality and dealing with related party
transactions is available on the Company''s website at:
www.goenkabusinessfinancelimited.in

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

Pursuant to Rule 8(3) of the Companies (Accounts)
Rules, 2014, the required disclosures are as follows:

A. Conservation of Energy:

The operations of the Company are not energy¬
intensive. However, the Company has taken adequate
measures to conserve energy by using energy-efficient
equipment and promoting responsible energy
consumption practices.

B. Technology Absorption:

Research and Development (R&D): Not applicable
Technology Absorption, Adaptation and Innovation: Not
applicable

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil

Disclosure of Frauds under Section 143 of the
Companies Act, 2013

During the financial year under review, the Board of
Directors confirms that no frauds were reported or
observed in the Company which would fall under the
purview of Section 143(12) of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act,
2013 relating to Corporate Social Responsibility are not
applicable to the Company during the year under
review. Accordingly, no CSR policy or initiatives have
been undertaken by the Company.

Significant and Material Orders Passed by Regulators
or Courts

There were no significant or material orders passed by
the Regulators, Courts, or Tribunals during the year
under review that would impact the going concern
status or future operations of the Company.

Compliance with Secretarial Standards

The Company has duly complied with the applicable
provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI), namely:

• SS-1: Secretarial Standard on Meetings of the

Board of Directors; and

• SS-2: Secretarial Standard on General

Meetings.

Details of Applications Made or Proceedings Pending
under the Insolvency and Bankruptcy Code, 2016

There were no applications made or proceedings
pending against the Company under the provisions of
the Insolvency and Bankruptcy Code, 2016, during the
financial year under review.

Details of Valuation for One-Time Settlement

During the financial year under review, the Company
has not entered into any one-time settlement with
banks or financial institutions. Accordingly, the
requirement of providing details of valuation at the
time of such settlement does not arise.

Acknowledgements

The Board of Directors places on record its sincere
appreciation for the continued support and cooperation
received from shareholders, investors, regulatory
authorities, bankers, and other stakeholders. The Board
also acknowledges the contributions made by
employees at all levels for their dedication,
commitment, and professionalism, which has enabled
the Company to achieve consistent growth and
performance

For and on behalf of the Board of Directors of GOENKA BUSINESS FINANCE LIMITED

Yasin Gori Bhavikkumar S Prajapati

Whole Time Direcor Director

DIN:08221979 DIN:08480627

Place: Ahmedabad
Date: 28.08.2025

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 37^th Annual Report on the business and
operations of the Company along with the Audited Financial Statement for the financial year ended
31^stMarch, 2024.

1. FINANCIAL SUMMARY HIGHLIGHTS: (in Lakhs)

Particulars	31/03/2024	31/03/2023
Revenue from Operation	8596.07	24,883.07
Other Income	0.00	0.13
Less: Expenditure	7137.12	23,889.9
Profit/(Loss) before, Interest, Depreciation & Tax	1458.95	993.3
Less: Interest	1118.29	985.61
Less: Depreciation & Amortisation Cost	1.89	2.48
Less: Extra Ordinary Items	-	-
Profit/Loss Before Tax	338.77	5.21
Less Tax Expense: • Current Tax • Deferred Tax	59.57 59.94	2.96 (12.21)
Add: Other Comprehensive Income	13.64
Net Profit/ Loss after Tax	232.90	14.46

2. STATEOFCOMPANYAFFIARS:

In the financial year 2023-24, the Company generated a total income of Rs. 8,596.07 lakhs, following
the previous year''s income of Rs. 24,883.07 lakhs. The Company also achieved a significant rise in Net
Profit, reaching Rs. 232.90 lakhs, compared to Rs. 14.46 lakhs in the prior year.

3. FUTURE PROSPECTS

The Company will maintain its strategic focus on providing financial support to borrowers while also
enhancing its systematic investment activities to ensure sustained business growth and profitability.

4. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2023-24 refer read in
sub-section (3) of Section 92 has been placed is mentioned below:
www.goenkabusinessfinancelimited.in

5. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the Business of the Company during the financial year 2023¬
24.

6. DIVIDEND

No dividend was declared during the year due to the Company''s decision to reinvest profits into
growth and expansion initiatives.

7. TRANSFER TO RESERVES

As per the terms of section 45-IC (1) of the Reserve Bank of India Act, 1934 company has created
statutory reserve, and current year out of profit we have transfer Rs. 34.94 Lakhs to statutory reserve.

8. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31^st March, 2024 stood at Rs. 1300.01 lakhs.
During the year under review there is no change in share capital of the Company.

9. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of

Provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

10. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of your company
which has occurred between the end of financial year of the company i.e. March 31, 2024 and the date
of Director''s Report.

11. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES

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

12. DIRECTORS AND KEY MANANGERIAL PERSONNEL

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the
Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive and Non¬
Executive with at least one Women Directors.

At the year ended March 31, 2024 the Board of Directors comprised of Two Executive director and
one Non-Executive Independent woman director and Two Independent Director.

(i) Appointments/Re-Appointments:

During the year under review there was no Appointment.

(ii) Resignations:

During the year under review there was no resignation.

(iii) Directors liable to retire by rotation:

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013
read with rules made thereunder, Mr. Yasin Gori (DIN: 08221979), Executive Director of the Company
is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.

The Board recommends the re-appointment of the above Director for your approval. Brief details of
Director proposed to be re-appointed, as required under Regulation 36 of the SEBI Listing Regulations,
is provided in the Notice of the ensuing AGM.

13. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors have given declaration that they meet the criteria of independence as per
Regulation 16 (1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and as
per the criteria provided in the Section 149 of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors fulfill the conditions relating to their status as
Independent Directors as specified in Section 149 of the Companies Act, 2013 and Regulation 25 of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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

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

14. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant
to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

A. Mr. Bhavikkumar Prajapati, Chief Financial Officer

B. Mr. Yasin Gori, Whole time Director

C. Mrs. Pooja Hemang Khakhi, Company Secretary (Resign for the Post From 11.04.2024)

15. DISQUALIFICATIONS OF DIRECTORS:

During the year declarations received from the Directors of the Company pursuant to Section 164of
the Companies Act, 2013. The Board appraised the same and found that none of the director is
disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary as per the certifying that none of the
directors of the company disqualified for holding office as director of the Company is enclosed with
this Board Report as per Annexure-VII.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;

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

iii) The Directors have taken proper & sufficient care of the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for prevention & detecting fraud & other irregularities;

iv) The Directors have prepared the accounts for the year ended 31st March, 2023 on a going
concern basis.

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

vi) The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

17. COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three committees which have been constituted as a part of the good corporate
governance practices and the same are in compliance with the requirements of the relevant
provisions of applicable laws and statutes. The following are the details of the Board Committees
during the Financial Year 2023-24:

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. Charmi Parikh, as Members. The recommendations of the
Audit Committee were duly approved and accepted by the Board during the year under review.

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

18. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board Meetings:

During the year under review the Board has met 5 (Five) times viz. 29^thMay 2023, 11^thAugust 2023, 04^th
September 2023, 10^th November, 2023 and 14^thFebruary 2024. The details of meetings of the Board
and the attendance of Directors are provided in the Corporate Governance Report.

b. Committee Meetings:

During the year under review, the Committees duly met and the details of the Meetings held and
attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director:

During the year under review, a separate meeting of Independent Directors was held on 25^thMarch,
2024. Details of the attendance of the Directors at such meeting and details about familiarization
programme are provided in the Corporate Governance Report.

19. SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) held on 28^th September, 2023 at
04:00 P.M. IST through Video Conferencing ("VC)/ Other Audio Visual Means ("OAVM).

20. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation 25(4) and 17(10)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee of the Company has defined the evaluation criteria and procedure for the
Performance Evaluation process for the Board, its Committees, and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, the
Directors and the Committees. Performance evaluation of independent Directors was in accordance
with Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
which is done by the entire board, excluding the director being evaluated. The performance evaluation
of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who
also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation
has been carried out are explained in the Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors on
the basis of criteria such as board composition and structure, effectiveness of board processes,
information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual
director on the basis of criteria such as the contribution of the individual directors to the board and
committee meeting like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meeting, etc.

21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

During the Financial Year, no Loan, Guarantees and Investments made by the company under section
186 of the Company Act, 2013. Details of Loans, Guarantees and investments, outstanding as on 31st
March, 2024 are given in the notes to the financial statements.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

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

23. RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a
procedure for assessment and minimization of probable risks. It ensures that all the risks are timely
defined and mitigated in accordance with the well-structured risk management process.

24. STATUTORY COMPLIANCE:

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

25. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance refers to a set of systems, procedures and practices which ensure that the
company is managed in the best interest of all corporate stakeholders i.e. shareholders, employees,
suppliers, customers and society in general. Fundamentals of Corporate Governance include
transparency, accountability and independence. Your Company has been complying with all the
requirements of the code of Corporate Governance, as specified by SEBI. A separate report on
Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the
Statutory Auditor regarding compliance of condition of Corporate Governance is Annexure-III to the said
Report.

26. INTERNAL FINANCIAL CONTROLS AND AUDIT
Adequacy of Internal Financial Controls:

The Board of your Company has laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating effectively. Your Company has
adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosures.

27. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Report is applicable to the company as per the Regulation
34 under SEBI (Listing Obligation and Disclosures requirements) Regulation, 2015 and annexed
herewith marked as Annexure-I.

28. AUDITORS:

a. STATUTORY AUDITORS

Based on the recommendation of Audit Committee and the Board of Directors, Members of the
Company at the 34^thAnnual General Meeting held on 30^th September, 2021 appointed M/s. MAAK
Associates, Chartered Accountants, (ICAI Registration No.: 013811N) as the Statutory Auditors of the
Company for a term of 5 years from the conclusion of 34^thAnnual General Meeting till the conclusion
of Thirty-Nine Annual General Meeting to be held in the year 2026. The Member also approved the
remuneration payable to M/s. MAAK Associates and authorised the Board to finalise the terms and
conditions of reappointment, including remuneration of the Statutory Auditor for the remaining
period, based on the recommendation of Audit Committee.

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

Explanation to Auditor''s Remark

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

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by Statutory Auditors of 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 has appointed M/s Aanal Satyawadi
& Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. Report of the
Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as Annexure VI
to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in their report.

c. COST RECORD AND COST AUDIT

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

d. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts)
Rules, 2014, the Board of Directors of the Company has appointed M/s S.D. Mehta & Co. Chartered
Accountants Firm Reg. No. 137193W to conduct internal audit for the Company for the Financial Year
2023-24.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to The Bombay
Stock Exchange Limited and Metropolitan Stock Exchanges Limited where the Company''s Shares are
listed.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

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

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

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

32. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY

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

33. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and on arm''s length basis. During the year, the Company
had not entered into any contract/arrangement/transaction with related parties which could be
considered material in 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 the
Companies Act, 2013 in Form AOC - 2 is attached as per Annexure-II.

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

www.goenkabusinessfinancelimited.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

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

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve
energy wherever possible by using energy efficient computers and purchase of energy 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

35. DISCLOSURE OF FRAUDS IN THE BOARD''S REPORT UNDER SECTION 143 OF THE COMPANIES ACT,
2013

During the year under review, your Directors do not observe any transactions which could result in a
fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or
fraudulent activity during the Financial Year 2023-2024.

36. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES

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

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS
AND TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations.

38. SECRETARIAL STANDARDS OF ICSI

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the
Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

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

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR
FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from April 01, 2023 to March 31, 2024, thus no
valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

41. ACKNOWLEDGEMENTS:

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

Your Directors also wish to place on record their appreciation of business constituents, banks and
other financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, RBL Bank, ICICI
bank and AU Small Finance Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board
For GOENKA BUSINESS FINANCE LIMITED

Place: Ahmedabad

Date: 02.09.2024 Sd/- Sd/-

Mr. Yasin Gori Mr. Bhavikkumar Prajapati

Whole Time Director Director

DIN: 08221979 DIN: 08480627

---

Mar 31, 2016

BOARD''S REPORT Dear Members

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

1. Financial Performance of the company

		Amount (Rs.)
Particulars	2015-16	2014-15
Total Income	2,29,37,657	3,22,57,818.07
Total Expenditure	2,20,21,989	2,46,59,939.26
Profit before exceptional Items	9,15,668.23	75,97,878.81
Less: Exceptional Items	-	9455.00
Profit before Tax	9,15,668	75,88,423.81
Less: Provision for Current tax	4,39,111	24,13,746.00
Add/(less): Deferred Tax Liability	(52,411)	(23,482.00)
Net Profit after Tax	5,28,968	51,51,195.81
Add: Brought forward from previous year	2,64,30,132	2,24,30,924.28
Less: Transfer to statutory Reserve	1,83,134	10,30,239.00
Less: Contingent provision against standard Assets	62,288	1,20,988.00
Balance carried to Balance sheet	2,67,13,678	2,64,30,893.09

2. Operating Highlights

During the year under review total Income of the Company is Rs. Rs. 9,15,668 as against Rs. 75,88,423.81 in the previous year. The Company incurred a profit of Rs. 5,28,968 after taxes. Your Directors are putting in their best efforts to improve the performance of the Company.

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 Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted. The Company offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets.

4. Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial 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 ended 31st March, 2016.

6. Dividend

In view of marginal profits made by the Company, your Directors regret their inability to 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 year under review.

8. Fixed Deposits

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies(Acceptance of Deposits) Rules, 2014.

9. Particulars of Loans, Guarantees or Investments Under Section 186

Particulars of Loans and Guarantees are provided in the financial statements (please refer 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 loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company, M/s. Rajput Jain & Associates. Checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems 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 proposes to carry any sum to the General Reserves of the Company for the period under consideration. Your Company has transferred a sum of Rs.1.83 lacs to Statutory Reserve as against the sum of Rs.10.30 lacs for the same last year. Also the company has transferred a sum of Rs.62 Thousand to Contingent Provision against Standard Assets as against the sum of Rs. 1.21 lacs for the same last year and the same are in compliance with the applicable provisions prescribed under the Special reserves u/s 45-IC of the RBI Act,1934.

12. Statutory Auditors

M/S. M A A K & Asso. Chartered Accountants of Ahmedabad having Firm Registration no. 135024W be and is hereby appointed as the auditors of the company in place of the retiring auditors of M/S Alok Singh & Co. having firm registration no. 013811N chartered Accountants as statutory auditors of the company from this Annual General Meeting till the conclusion of next annual General Meeting after receiving a recommendation in this regard from the Audit Committee pursuant to the provision of section 139, 142 and other applicable provision if any, of the companies act 2013 and rules made there under, be and are hereby ratified and confirmed as statutory auditors of the 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 reported by 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 the Companies Act,2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2016, is annexed herewith as Annexure-I.

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Company has no activity relating to conservation of energy and technical absorption. 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 Responsibility initiatives 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 Act, 2013 and the companies (Appointment and Qualification of Directors) Rules, 2014(including any statutory modification(s) or reenactment thereof for the time being in force) and as per SEBI (LODR) Regulations, Ms. Nitixa Ramanuj was appointed as the Company Secretary and Compliance Officer of the Company and Mr. Jayrajbhai K Selara was appointed as Chief Financial Officer of the Company.

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

18. Number of meetings of the Board of Directors

The board of Directors of the Company met 5 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013(hereinafter "the Act").

19. Audit Committee

The Audit committee comprises of three members, out of whom two are Non-Executive Directors 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 Governance Report.

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 revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated. The Company had adopted a Code 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 as such, is a matter of serious concern for the company and should be brought to the attention of the concerned.

21. Nomination and Remuneration Committee

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Director; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives. The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2015-16, no remuneration has been paid to any of the Director of the Company.

22. Particulars of contracts or arrangements with related parties:

The company had not entered into any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso. In accordance with Accounting Standards -18, the Related Parties Transaction are disclosed as an Annexure VI. The disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is enclosed herewith as Annexure-III

23. Managerial Remuneration:

The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2015-16, no remuneration has been paid 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 framed hereunder, a Secretarial Audit Report in the prescribed format, obtained from a company Secretary in practice, is required to be annexed to the Board''s Report. In view thereof, The Board has appointed Mr. Vikas Sharma, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Auditor''s Report, in the prescribed 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 adverse remarks for F.Y. 2015-16 which have been acknowledged by the Board and as important points were complied up to its applicability level and rest are complied later by the authorized personnel

25. Corporate Governance Certificate

Your Company has been complying with all the requ0irements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors ''Report and the certificate from the Statutory Auditor regarding 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 in respect of the events that may pose risks for the business. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s risk management is embedded in the business processes. The Company''s management system, organizational structures, processes, standards, code of conduct, behavior and internal control system together governs how the company conducts the business and manages associated risks. The Policy is available on the Website of the Company, namely goenkabusinessfinancelimited.in

27. Directors'' Responsibility Statement

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 had taken proper and sufficient care 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 had prepared the annual accounts on a going concern basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions of all 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 is able to achieve the results.

Place: Kolkata For and on behalf of the Board

Date: 04-09-2016 Sd/-

Prashant Ghanshyambhai Ukani

DIN: 03406521

---

Mar 31, 2015

Dear Members

The Directors present the 28th Annual Report of your Company together with the Audited

Annual Accounts for the financial year ended 31st March, 2015.

1. Financial performance of the Company

Amount (Rs.)

Particulars 2014-2015 2013-2014

Total Income 3,22,57,818.07 2,99,48,126.24

Total Expenditure 2,46,59,939.26 2,93,90,208.27

Profit before exceptional items 75,97,878.81 5,57,917.97

Less : Exceptional Items 9,455.00 -

Profit before Tax 75,88,423.81 5,57,917.97

Less,: Provision for Current Tax 24,13,746.00 2,04,780.00

Addf(Less) : Deferred Tax Assets/(Liability) (23,482.00) 1,480.00

Net Profit after tax 51,51,195.81 3,54,617.97

Add: Brought forward from previous year 2,24,30,924.28 2,26,49,300.32

Less: Transfer to Statutory Reserve 10,30,239.00 71,000,00

Less: Contingent Provision against Standard 1,20,988.00 5,01,994.00

Assets

Balance carried to Balance Sheet 2,64,30,893.09 2,24,30,924.28

2. Operating Highlights

During the year under review total Income of the Company is Rs. 75,88,423.81 as against Rs. 5,57,917.97 in the previous year. The Company incurred a profit of Rs. 51,51,195.81 after taxes. Your Directors are putting in their best efforts to improve the performance of the Company.

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 Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted. The Company I offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets.

4. Material changes and commitments affecting the financial position of the Company after the close of financial year

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2015 till the date of this report.

5. Change In The Nature Of Business

There were no changes in the nature of the Business during me Financial Year ended 31st March, 2015.

6. Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend for the financial year 2014-15.

7. Share Capital

There is no change in the Equity Share Capital of the Company during the financial year under review.

8. Fixed Deposits

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, [20.13 read with Companies (Acceptance of Deposits) Rules, 2014.

9. Particulars of Loans, Guarantees or Investments Under Section 186

Particulars of Loans and Guarantees are provided in the financial statements (please refer 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 loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company, M/s. Shah Ravi & Co. checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

Transfer to Reserves

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration.

Your Company has transferred a sum of Rs. 10.30 lacs to Statutory Reserve as against the sum of Rs. 0.71 lacs for the same last year. Also the company has transferred a sum of Rs.1.21 lacs to Contingent Provision against Standard Assets as against the sum of Rs. 5.02 lacs for the same

last year and the same are in compliance with the applicable provisions prescribed under the Special reserves u/s 45-IC of the RBI Act, 1934.

12. Statutory Auditors

The Statutory Auditors of the Company — M/s. KAgarwal & Co., Chartered Accountants, have been appointed as statutory auditors of the company to fill the casual vacancy caused by the resignation of M/s. O.P Tulsyan & Co., Chartered Accountants, who shall hold office from the conclusion of the Board Meeting held on 28.05.2015 until the conclusion of 29th Annual General Meeting (AGM) of the company to be held in the year 2016. Your Company has received a certificate confirming their eligibility to be re-appointee as Auditor of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and Rules framed there under.

13. Auditors' Report

There were no qualifications, reservation or adverse remark or disclaimer as reported by 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 the Companies Act,2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2015, is annexed herewith.

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Company has no activity relating to conservation of energy and technical absorption. 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 Responsibility initiatives 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 Act, 2013 and the companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification') or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mrs Sunitha Gupta was appointed as the Additional/ Independent/ Non-Executive Director of the Company.

B) Declaration by an Independent Directors) and re- appointment, if any

Mrs Sunitha Gupta was appointed as the Additional/ Independent/ Non-Executive Director of the Company, has submitted a declaration that she meets the criteria for Independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years.

18. Number of meetings of the Board of Directors

The board of Directors of the Company met 8 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013(hereinafter "the Act").

19. Audit Committee

The Audit committee comprises of four members, out of whom three are Non-Executive Directors 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 Governance Report.

The terms of reference of the Committee is in accordance with that specified in clause 49 of the Listing Agreement with Stock Exchanges and also confirms to the requirements of provision of Section 177 of the Companies Act, 2013.

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 revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code "), which lays down h& principles and standards that should govern their actions. Any actual or potential violation of the code, howsoever insignificant or perceived as such, is a matter of serious concern for the company and should be brought to the attention of the concerned.

21. Nomination and Remuneration Committee

The objective of Nomination and Remuneration Committee is to assess the remuneration

payable to our Director; sitting fee payable to our on Executive Directors; remuneration

policy covering policies on remuneration payable to our senior executives.

The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission.

During the financial year 2014-15, no remuneration has been paid to any of the Director of the Company.

22. Particulars of contracts on arrangements with related parties:

The company had not entered into any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso.

23. Managerial Remuneration:

The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission.

During the financial year 2014-15, no remuneration has been paid 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 framed there under, a Secretarial Audit Report in the prescribed format, obtained from a Company Secretary in practice, is required to be annexed to the Board's Report. In view thereof, The Board has appointed Mr. Anurag Fatehpuria, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Auditor's Report, in the prescribed format, for the period ended March 31, 2015 is annexed to this Directors" Report and forms part of the Annual Report.

25. Corporate Governance Certificate

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Statutory Auditor regarding 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 or risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's risk management is embedded in the business processes. The Company's management system, ,organizational structures, processes, standards, code of conduct, behaviour and internal control system together governs how the company conducts the business and manages associated risks.

27. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (J) of Section 134 of the Companies Act, 2013, shall state that-

a) in the preparation of the annual accounts, the applicable accounting standards ha4 been followed along with proper explanation relating to material departures;

b) the directors had 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 had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of his Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all 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 is able to achieve the results.

For and on behalf of the Board

Sd/-

Place: Kolkata Manish Dalmia

Date: 24th August, 2015 Director

DIN: 05155708

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Mar 31, 2014

The Directors have pleasure in presenting their 27th Annual Report and Audited Statement of Accounts together with Auditors 'Report thereon for the year ended 31st March, 2014.

FINANCIAL RESULTS :

2013-2014 2012-2013 (Rs.) (Rs.)

Operational Revenue and Other Income 29,948,126 11,560,775

Profit/(Loss) before Exceptional and 557,918 25,316 extraordinary items and Tax Provision for Taxation:

Current Tax : Tax on Income 204,780 11,400

Add/(Less): Mat Receivable - -

Deferred Tax (1,480) (2,452) Profit/(Loss) after Tax (from continuing 354,618 16,368

operation and for the year)

Less : Transferred to Statutory Reserve (NBFC) (71,000) (3,300)

Contingent Pro v. Agt. Standard Loan (501,994) -

Add: Surplus brought forward from last year 22,649,300 22,636,232

Net Surplus carried over 22,430,924 22,649,300

Basic/Diluted earnings per share 0.117 0.005

OPERATIONAL REVIEW :

During the year under review, the Company has posted a net profit of Rs. 3.55 lacs (previous year profit Rs.0.16 lacs) after charging depreciation Rs. 0.06 lacs (previous year Rs. 0.09 lacs) and providing current taxes ( ) Rs. 2.05 lacs [Previous year ( ) Rs. 0.11 lacs]. It hopes further better results in the coming year as a result of better utilization of resources envisaged by the Company.

DIVIDEND : '

In view to strengthen the net worth of the Company, your Directors do not recommend any payment of dividend for the year.

Mr. Alok Kr. Purohit, the Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Arun Kr. Khemka and Mr. Vishnu Kr. Fogla, ceased to be directors by resignation on and from 17/01/2014. The Board wishes to place on record its deep appreciation for the valuable services and contributions made by them during their tenure of offices.

The tenure of the Office of Mr. Manish Dulmia, Mr Ram Narayan Upadhyay and Mr. Raju Singh, who were appointed as Additional Directors b the Board at its meeting held on 17/01/2014, expire at the conclusion of the ensuing Annual General Meeting. The Board has received individual notices u/s. 257 for each, of them severally for proposal of their candidatures for the office of Directors, the first one as Promoter Director and the last two as non-executive Independent Director.

AUDITORS :

M/s, O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and has provided a written certificate regarding their eligibility for re-appointment as Auditors in terms of section 224(1B) of the Companies Act, 1956,

DIRECTORS RESPONSIBILITY STATEMENT :

According to section 217(2AA) Board's report confirm :-

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had 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 of the Company for the period ;

(iii) that the directors had taken proper and sufficient care 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 ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

Since the Company has carried on N.B.F.C. business, there was no scope for conservation of energy or technology absorption.

2) Foreign Exchange Earning/Outgo

There was no foreign exchange earning/outgo during the year under review.

3) Public Deposit

The Company has neither accepted any deposit from Public during the year under review, nor it held any public deposit at the year end.

4) Particulars of Employees

No employee is covered by section 217(2A) of the Companies Act, 1956.

5) Cash Flow Statement :

The Cash flow Statement for the year ended 31st March, 2014, pursuant to clause 32 (as amended) of the Listing Agreement with Stock Exchange is annexed herewith.

LISTING FEES :

The Listing fees of The Calcutta Stock Exchange has been paid during the year.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years.

The Board of directors Supports the Broad Principles of Corporate Governance. In addition to the basic Governance Issues, the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of the listing agreement with the Stock Exchange a management discussion and analysis and Report on Corporate Governance along with Auditors Certificate on its Compliance is annexed hereto separately, forming part of the Annual Report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record its deep appreciation for the whole hearted Co-operation and assistance received from the Bankers, Clients, Govt/Semi-Govt. Agencies and all others associated with the Company, for support and trust reposed on it by the shareholders and for the valuable services and contributions made by the employees of the Company.

Yours faithfully,

For and on behalf of the Board

Sd/- Alok Kr. Purohit Place : Kolkata ( ALOK KR. PUROHIT )

CHAIRMAN

Date : 30th May, 2014.

---

Mar 31, 2013

The Directors have pleasure in presenting their 26th Annual Report and Audited Statement of Accounts together with Auditors' Report thereon for the year ended 31st March, 2013.

FINANCIAL RESULTS :

2012-2013 2011 - 2012 (Rs.) (Rs.)

Operational Revenue and Other Income 11,560,775 9,202,622

Profit/(Loss) before Exceptional and extraordinary 25,316 11,246

items and Tax

Provision for Taxation :

Current Tax : Tax on Income 11,400 7,450

Add/(Less): Mat Receivable

Deferred Tax (2,452) (3,974)

Profit/(Loss) after Tax (from continuing operation 16,368 7,770 and for the year)

Less : Transferred to Statutory Reserve (NBFC) (3,300) (1,600)

Add: Surplus brought forward from last year 22,636,232 22,630,062

Net Surplus carried over 22,649,300 22,636,233

Basic/Diluted earnings per share 0.005 0.003

OPERATIONAL REVIEW :

During the year under review, the Company has posted a net profit of Rs. 0.16 lacs (previous year profit Rs.0.08 lacs) after charging depreciation Rs. 0.09 lacs (previous year Rs. 0.15 lacs) and providing current taxes ( ) Rs.0.11 lacs [Previous year ( ) Rs. 0.07 lacs]. It hopes a better result in the coming year as a result of better utilization of resources envisaged by the Company.

DIVIDEND :

In view to strength the net worth of the Company, your Directors do not recommend any payment of dividend for the year.

DIRECTORS :

Mr. Vishnu Kumar Fogla, the Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Atin Kanchal, Mr. Amit Kanchal and Mrs. Bimala Devi Agarwal, ceased to be directors by resignation on and from 30/05/2013. The Board wishes to place on record its deep appreciation for the valuable services and contributions made by them during their tenure of offices.

The tenure of the Office of Mr. Arun Kumar Khemka, who was appointed as Additional Director by the Board at its meeting held on 30/05/2013, expire at the conclusion of the ensuing Annual General Meeting. The Board has received notice u/s.257 for proposal of his candidature for the office of Director.

AUDITORS :

M/s. O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and has provided a written certificate regarding their eligibility for re-appointment as Auditors in terms of section 224(1B) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE :

Compliance Certificate issued by Company Secretary in whole time practice under section 383A of the Companies Act, 1956 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

According to section 217(2AA) Board's report confirm :- (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had 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 of the Company for the period ;

(iii) that the directors had taken proper and sufficient care 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 ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

Since the Company is an N.B.F.C. and trading company, there was no scope for conservation of energy or technology absorption.

2) Foreign Exchange Earning/Outgo

There was no foreign exchange earning/outgo during the year under review.

3) Public Deposit

The Company has neither accepted any deposit from Public during the year under review, nor it held any public deposit at the year end.

4) Particulars of Employees

No employee is covered by section 217(2A) of the Companies Act, 1956.

5) Cash Flow Statement :

The Cash flow Statement for the year ended 31st March, 2013, pursuant to clause 32 (as amended) of the Listing Agreement with Stock Exchange is annexed herewith.

LISTING FEES :

The Listing fees of The Calcutta Stock Exchange Limited has not been paid during the year.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years.

The Board of directors Supports the Broad Principles of Corporate Governance. In addition to the basic Governance Issues, the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of the listing agreement with the Stock Exchange a management discussion and analysis and Report on Corporate Governance along with Auditors Certificate on its Compliance is annexed hereto separately, forming part of the Annual Report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record its deep appreciation for the whole hearted Co-operation and assistance received from the Bankers, Clients, Govt/Semi-Govt. Agencies and all others associated with the Company, for support and trust reposed on it by the shareholders and for the valuable services and contributions made by the employees of the Company.

Yours faithfully,

Place : Kolkata For and on behalf of the Board

Sd/- Vishnu Kr. Fogla

(VISHNU KR. FOGLA)

CHAIRMAN

Date : 25th July, 2013.

---

Mar 31, 2012

The Directors have pleasure in presenting their 25th Annual Report and Audited Statement of Accounts together with Auditors' Report thereon for the year ended 31st March, 2012.

FINANCIAL RESULTS :

2011-2012 2010 - 2011 (Rs.) (Rs.)

Operational Revenue and Other Income 9,202,622 8,876,936

Profit/(Loss) before Exceptional and 11,246 48,123

extraordinary items and Tax

Provision for Taxation :

Current Tax : Tax on Income 7,450 21,137

Add/(Less): Mat Receivable

Deferred Tax (3,974) (6,267) Profit/(Loss) after Tax (from continuing 7,770 33,253 operation and for the year)

Less : Transferred to Statutory Reserve 1,600 234,800

(NBFC)

Add: Surplus brought forward from last year 22,630,062 22,831,609

22,630,062 Net Surplus carried over 22,636,233

Basic/Diluted earnings per share 0.003 0.011

OPERATIONAL REVIEW :

During the year under review, the Company has posted a net profit of Rs. 0.08 lacs (previous year profit Rs.0.33 lacs) after charging depreciation Rs. 0.15 lacs (previous year Rs. 0.25 lacs) and providing current taxes ( ) Rs.0.07 lacs [Previous year ( ) Rs. 0.21 lacs]. It hopes a better result in the coming year as a result of better utilization of resources envisaged by the Company.

DIVIDEND :

In view of enhancing the shareholders' value and to build sufficient net worth, your Directors do not recommend any payment of dividend for the year.

DIRECTORS :

Mr. Amit Kanchal and Mr. Alok Kr. Purohit, the Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

AUDITORS :

M/s. O. P. Tulsyan & Co., Chartered Accountants, the Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and has provided a written certificate regarding their eligibility for re-appointment as Auditors in terms of section 224(1B) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE :

Compliance Certificate issued by Company Secretary in whole time practice under section 383A of the Companies Act, 1956 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

According to section 217(2AA) Board's report confirm :- (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had 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 of the Company for the period ;

(iii) that the directors had taken proper and sufficient care 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 ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

Since the Company is an N.B.F.C. and trading company, there was no scope for conservation of energy or technology absorption.

2) Foreign Exchange Earning/Outgo

There was no foreign exchange earning/outgo during the year under review.

3) Public Deposit

The Company has neither accepted any deposit from Public during the year under review, nor it held any public deposit at the year end.

4) Particulars of Employees

No employee is covered by section 217(2A) of the Companies Act, 1956.

5) Cash Flow Statement :

The Cash flow Statement for the year ended 31st March, 2012, pursuant to clause 32 (as amended) of the Listing Agreement with Stock Exchange is annexed herewith.

LISTING FEES :

The Listing fees of The Calcutta Stock Exchange Limited has been paid during the year.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years.

The Board of directors Supports the Broad Principles of Corporate Governance. In addition to the basic Governance Issues, the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of the listing agreement with the Stock Exchange a management discussion and analysis and Report on Corporate Governance along with Auditors Certificate on its Compliance is annexed hereto separately, forming part of the Annual Report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record its deep appreciation for the whole hearted Co-operation and assistance received from the Bankers, Clients, Govt/Semi-Govt. Agencies and all others associated with the Company, for support and trust reposed on it by the shareholders and for the valuable services and contributions made by the employees of the Company.

Yours faithfully,

Place : Kolkata For and on behalf of the Board

Sd/- Vishnu Kr. Fogla

(VISHNU KR. FOGLA)

CHAIRMAN

Date : 5th Sept.,2012.

---

Mar 31, 2011

The Directors have pleasure in presenting their 24th Annual Report and Audited Statement of Accounts together with Auditors' Report thereon for the year ended 31st March, 2011.

FINANCIAL RESULTS :

2010-2011 2009 - 2010 (Rs.) (Rs.)

Sales & Other Income 8,876,936 30,596,156 Profit before Tax 48,123 94,117

Provision for Taxation :

Current Tax : On Income 21,137 22,574

Deferred Tax (6,267) 1,718

Profit after Tax 33,253 69,825

Balance available for Appropriation 22,831,609 22,761,785

22,864,863 22,831,610

Appropriation :

Statutory Reserve Fund :

For 4 Proceeding years 228,100 -

For Current year 6,700 234,800 - -

Net Surplus carried forward 22,630,062 22,831,610

Basic/Diluted earnings per share 0.011 0.023

OPERATIONAL REVIEW :

During the year under review, the Company has posted a net profit of Rs. 0.33 lacs (previous year profit Rs.0.70 lacs) after charging depreciation Rs. 0.25 lacs (previous year Rs. 0.41 lacs) and providing taxes ( ) Rs.0.15 lacs [Previous year ( ) Rs. 0.24 lacs]. It hopes a better result in the coming year as a result of better utilization of resources envisaged by the Company.

DIVIDEND :

In view of enhancing the shareholders' value and to build sufficient net worth, your Directors do not recommend any payment of dividend for the year.

DIRECTORS :

Mrs. Bimla Devi Agarwal and Mr. Vishnu Kr. Fogla, the Director of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS :

M/s. A. Tibrewal & Associates, Chartered Accountants, the Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and has provided a written certificate regarding their eligibility for re-appointment as Auditors in terms of section 224(1B) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE :

Compliance Certificate issued by Company Secretary in whole time practice under section 383A of the Companies Act, 1956 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

According to section 217(2AA) Board's report confirm :-

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had 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 of the Company for the period ;

(iii) that the directors had taken proper and sufficient care 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 ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

Since the Company is an N.B.F.C. and trading company, there was no scope for conservation of energy or technology absorption.

2) Foreign Exchange Earning/Outgo

There was no foreign exchange earning/outgo during the year under review.

3) Public Deposit

The Company has neither accepted any deposit from Public during the year under review, nor it held any public deposit at the year end.

4) Particulars of Employees

No employee is covered by section 217(2A) of the Companies Act, 1956.

5) Cash Flow Statement :

The Cash flow Statement for the year ended 31st March, 2011, pursuant to clause 32 (as amended) of the Listing Agreement with Stock Exchange is annexed herewith.

LISTING FEES :

The Listing fees of The Calcutta Stock Exchange Limited has not been paid during the year.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years.

The Board of directors Supports the Broad Principles of Corporate Governance. In addition to the basic Governance Issues, the Board lays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of the listing agreement with the Stock Exchange a management discussion and analysis and Report on Corporate Governance along with Auditors Certificate on its Compliance is annexed hereto separately, forming part of the Annual Report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record its deep appreciation for the whole hearted Co-operation and assistance received from the Bankers, Clients, Govt/Semi-Govt. Agencies and all others associated with the Company, for support and trust reposed on it by the shareholders and for the valuable services and contributions made by the employees of the Company.

Yours faithfully,

Place : Kolkata For and on behalf of the Board

Sd/- Vishnu Kr. Fogla

(VISHNU KR. FOGLA)

CHAIRMAN

Date : 1st Sept., 2011.