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29th

ANNUAL REPORT

2015-16

GOENKA BUSINESS & FINANCE

LIMITED

Page 1

29th

ANNUAL GENERAL MEETING

DAY- FRIDAY

DATE- 30th SEPTEMBER,2016

TIME- 11.00 AM

VENUE- 18, Rabindra Sarani, Poddar Court, Gate No.

4, 4th Floor, Room no. 3, Kolkata, 700001

CORPORATE INFORMATION

BOARD OF DIRECTORS: Mr.Raju Singh Non-Executive & Independent Director DIN: 06739907

Mr. Ram Narayan Upadhyay Non-Executive &Independent Director DIN: 06641237

Miss. Pooja Kushawaha Executive Director DIN: 07099251

Mr. Manish Dalmia Executive Director DIN: 05155708

Mr. Santosh Kumar Non-Executive & Independent Director DIN: 02994228

Mrs. Sunitha Gupta Non-Executive & Independent Director DIN: 07133097

Ms. Nitixa Ramanuj Company Secretary & Compliance Officer PAN: BVBPR8851B

BANKERS:

HDFC BANK LIMITED

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AUDITORS:

STATUTORY AUDITOR

Alok Sinhal & Company.

Chartered Accountant

ICAI Firm Registration: 013811N

INTERNAL AUDITOR

RAJPUT JAIN & ASSOCIATES

Chartered Accountant

ICAI Firm Registration: 015341C

REGISTERD OFFICE: 15/B, 1st floor, Kalakar Street, Kolkata, West Bengal-700007. CORPORATE OFFICE: 302, Pick Point Complex, Opp. Vivekanand Statue, Dr. Yagnik Road, Rajkot-360001

REGISTRAR & TRANSFER AGENT:-

M/S. ABS CONSULTANT PVT. LTD.

99 STEPHEN HOUSE, 6TH FLOOR,

4, B.B.D BAGH (E), KOLKATA- 700001

PHONE NO :( 033) 2230-1043, 22430153,

EMAIL ID: [email protected]

Page 3

COMMITTEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE

Mr. Raju Singh Chairman & Member (Independent Director) Mr. Ram Narayan Upadhaya Member (Independent Director) Mr. Manish Dalmia Member (Executive Director) Nitixa Ramanuj Secretary (Company Secretary)

NOMINATION AND REMUNERATION COMMITTEE

Mr. Ram Narayan Upadhaya Chairman & Member (Independent Director) Mr. Raju Singh Member (Independent Director) Mr. Manish Dalmia Member (Executive Director)

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Ram Narayan Upadhaya Chairman & Member (Independent Director) Mr. Raju Singh Member (Independent Director) Mr. Manish Dalmia Member (Executive Director)

Important Communication to Members

The Ministry of Corporate Affairs has taken a Green Initiati e in the Corporate Go ernan e y allo ing paperless compliances by the companies and has incurred circulars stating that service of Notice /

documents including Annual Report can be sent by e-mail to its members. To support this green initiative

of the Government in full measure, members who have not registered their e-mail addresses, so far as

requested to register their e-mail addresses, with the Registrar & Share Transfer Agent of the Company.

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Date: 04.09.2016

Dear Member,

You are cordially invited to attend the 29th Annual General Meeting of the members of Goenka Business and Finance Limited (‘the Company’) to be held on Friday, 30th September, 2016 at 11:00 A.M. at 18, Rabindra Sarani, Poddar Court, Gate No. 4, 4th Floor, Room no. 3, Kolkata, 700001. The notice of the meeting, containing the business to be transacted, is enclosed herewith. As per section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2015, as amended by the Companies (Management and Administration) Amendment Rules, 2016 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The instructions for e-voting are enclosed. Thanking You Sd/- Nitixa Ramanuj (Company Secretary) Page 5

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the TWENTY NINETH ANNUAL GENERAL MEETING OF GOENKA BUSINESS & FINANCE LTD. Will be held at 18, Rabindra Sarani, Poddar Court, Gate No. 4, 4th Floor, Room no. 3, Kolkata, 700001 on Friday the 30th September, 2016 at 11:00 A.M. to transact the following business: ORDINARY BUSINESS:

1. To receive, consider, approve and adopt the Audited Balance Sheet as on 31st March, 2016 and

the Profit & Loss Account for the year ended on that and the reports of Board’s and Auditor’s thereon.

2. To consider the appointment of Statutory Auditors of the company and to fix their

remuneration and accept the and in this regard to pass, with or without modification(s), the

following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT 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.

SPECIAL BUSINESS:

3. To Consider the Appointment of Mrs. Urmilaben Sharadbhai Talsaniya (DIN 07536129) As

Whole-Time Director of the Company:

To Consider and if though fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196 & 203 read with schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act”), the companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 (including statutory modification(s) or re-enactment(s) thereof, for the time being in force) and such other approval/consents as may be required, the consent of the members of the Company be and is here by accorded to the re- appointment of Mrs. Urmilaben Sharadbhai Talsaniya (DIN 07536129) as Whole-Time Director of the Company for a period of 5 years with effect from 30/09/2016 to 30/09/2021 on such terms and conditions as mutually decided by the board with approval of central government in this regard and Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed to between the Board of Directors and Mrs. Urmilaben Sharadbhai Talsaniya. RESOLVED FURTHER THAT the Board of Directors or the Company Secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required.”

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1. To Consider the Appointment of Mr. Prashant Ghanshyambhai Ukani (DIN: 03406521) As

Director of the Company:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as

an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any modification(s) or re-enactment for the time being in force), Mr. Prashant Ghanshyambhai Ukani (DIN: 03406521), who was appointed as an Additional Director of the Company with effect from April 21, 2016, and who holds office only upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retirement by rotation.”

2. To Consider the Appointment of Mr. Hardik Madhukumar Bhatt (DIN: 07388025) As

Director of the Company:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution

as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any modification(s) or re-enactment for the time being in force), Mr. Hardik Madhukumar Bhatt (DIN: 07388025), who was appointed as an Additional Director of the Company with effect from April 21, 2016, and who holds office only upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retirement by rotation.”

By order of the Board

For Goenka Business & Finance Ltd.

Sd/- Place : Kolkata Prashant Ghanshyambhai Ukani Date: 04th September, 2016 ( Director) DIN:03406521

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Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE, INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD HOWEVER BE DEPOSITED AT REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48HOURS BEFORECOMMENCEMENTOFTHE MEETING.

1. A person can act a Proxy on behalf of Members not exceeding fifty in numbers and holding in the aggregate not more than ten percent of the total share capital of the Company carrying Voting Rights. A member holding more than ten percent of the total share capital of the Company carrying Voting Rights may appoint a single person as Proxy for his/her entire shareholding and such person shall not act as a Proxy for another person or shareholder. 2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting. 3. The relevant Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the special business under item no. 3, 4 & 5 is annexed hereto. 4. The Register of member and Share Transfer Book of the Company will remain closed from 24th September, 2016 to 30th September, 2016 (Both days inclusive) in connection with AGM and for the purpose of payment of annual General Meeting. 5. To ensure correct identity of each member and proxy holders attending meeting is expected to bring with him/her an appropriate ID document like Driving License, Passport, Voter ID card, etc. 6. The Members/Proxies are requested to produce the attendance slip duly completed and signed at the entrance of the meeting. 7. Shareholders are requested to bring their copies of Annual Report at the meeting. 8. Members who are holding shares in Physical form are requested to intimate any change in their address immediately to the Company's Registrar and Share Transfer Agent ABS CONSULTANTS PRIVATE LIMITED., Stephen house, Room no. 99, 6th Floor, 4, B.B.D. Bag (East) Kolkata-700001, quoting their folio no. Further, please note that in case of members holding shares in demat form, any change(s) required in Address, Bank details, etc. are to be intimated to your DP and not to the Company or Registrar. 9. In terms of circular issued by the Securities and Exchange Board of India (SEBI), it is now mandatory to furnish a copy of Pan Card to the Company or its RTA in the following cases viz. transfer of shares, deletion of name, and transmission of share and transposition of shares. Shareholders are requested to furnish copy of Pan Card for all abovementioned transactions. 10. Members having any questions on accounts are requested to send their queries at least 10 days in advance to the Company at its registered office address to enable the Company to collect relevant information. 11. The Route Map for Venue of 29th Annual General Meeting is given separately. Voting through electronic means: In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide member’s facility to exercise their right to vote at the 29th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting service provided by CDSL:

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I. The voting period begins on 27-09-2016 at 09:00 A.M. ends on 29-09-2016 at 5:00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23-09-2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The Instructions for members for voting electronically are as under:- In case of members receiving e-mail: (i) Log on to e-votingwebsitewww.evotingindia.com (ii) Click on "Shareholders" tab. (iii) Now, select the" GOENKA BUSINESS & FINANCE LIMITED" from the drop down menu and click on "SUBMIT" (iv) Now enter your user ID a. For CDSL : 16 digit beneficiary ID b. For NSDL : 8 character DP ID followed by 8 digits Client ID c. Members holding shares in physical form should enter Folio Number registered with the Company. (v) Next enter the image verification as displayed and click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below.

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha numeric *PAN issued by income tax Department (Applicable for both demat shareholders as well as physical shareholders) *Members who have not updated their PAN with Company/Depository Participant are requested to use the first two letters of their name and 8 Digits of the PAN field. The sequence No. is printed on the last coverage page. *In case the sequence number is less than 8 Digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio no. 100 then enter RA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio no. in dd/mm/yyyy format.

(viii) After entering these details appropriately, click on "SUBMIT" tab. (ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant GOENKA BUSINESS & FINANCE LIMITED on which you choose to vote. (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or No as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. (xiii) Click on the "RESOLUTION FILE LINK" if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

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(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on "click here to print" option on the voting page. (xvii) If demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for non-individual shareholders and custodians. -Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodians are required to log on to https://www.evotingindia.com and register themselves as Corporate. -They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected]. -After receiving the login the details a compliance user should be created using the Admin login and password. The compliance user would be able to link the account(s) which they wish to vote on. -The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. -They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favors of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same. (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.comunder help section or write an email to [email protected] II. Mr. Vikas Verma & Associates. Practicing Company Secretary (Membership no. ACS 29933) (Address: B-502, statesman House, 148, Barakhamba Road, New Delhi) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. III. The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favor or against, if any, forthwith to the Chairman of the Company. IV. The Result shall be declared at the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company’s website and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company and communicate to the Stock Exchange.

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https://www.evotingindia.com/

Explanatory Statement Explanatory Statement pursuant to provision of Section 102 of the Companies Act, 2013 Item No. : 3 In terms of the Corporate Governance Guidelines of the Company and pursuant to the recommendation of the Board Governance, Nomination and Compensation Committee the Board of Directors of the Company vide resolution passed on June 07, 2016 approved appointment of Mrs. Urmilaben Sharadbhai Talsaniya as an Additional Director on the Board of the Company and that Mrs. Urmilaben Sharadbhai Talsaniya shall hold office up to the date of the Annual General Meeting to be held on September 30, 2016 and shall be eligible for election subject to the approval of the shareholders at this Annual General meeting. Approval of the members is required by way of Ordinary Resolution for appointment and payment of remuneration. This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013. The details of remuneration payable to Mrs. Urmilaben Sharadbhai Talsaniya and the terms and conditions of the appointment are given below: Salary: 3,60,000/- per annuam Upon approval by the members, a separate agreement to give effect to the above terms will be executed by and between the Company and Mrs. Urmilaben Sharadbhai Talsaniya. The Board of Directors recommends the resolution in relation to the appointment of Whole-time Director, for the approval of the members of the Company. Notice has been received from member signifying their intention to propose appointment of Mrs. Urmilaben Sharadbhai Talsaniya as Whole-time Director of the Company along with a deposit of ` 1, 00,000. The disclosure under Clause 49 of the Listing Agreement is provided at Annexure A of this Notice. Except Mrs. Urmilaben Sharadbhai Talsaniya, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise in this resolution set out at item no. 5. Item No. : 4 It is proposed to appoint Mr. Prashant Ghanshyambhai Ukani as a director under applicable section of the Companies Act, 2013. Mr. Prashant Ghanshyambhai Ukani is not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Director. The Company has received notice in writing from members along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidatures of Mr. Prashant Ghanshyambhai Ukani for the office of Director of the Company. In the opinion of the Board, Mr. Prashant Ghanshyambhai Ukani fulfill the conditions for appointment as Director as specified in the Act. No Director, Key Managerial Personnel or their relatives except Mr. Prashant Ghanshyambhai Ukani, to whom the resolution relates, are interested or concerned in the resolution. The Board recommends the resolution for the approval of the members.

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Item No. : 5 It is proposed to appoint Mr. Hardik Madhukumar Bhatt as a director under applicable section of the Companies Act, 2013. Mr. Hardik Madhukumar Bhatt is not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Director. The Company has received notice in writing from members along with the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidatures of Mr. Hardik Madhukumar Bhatt for the office of Director of the Company. In the opinion of the Board, Mr. Hardik Madhukumar Bhatt fulfill the conditions for appointment as Director as specified in the Act. No Director, Key Managerial Personnel or their relatives except Mr. Hardik Madhukumar Bhatt, to whom the resolution relates, are interested or concerned in the resolution. The Board recommends the resolution for the approval of the members.

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Annexure- A

Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the brief profile of Directors eligible for appointments or re-appointment vide item no. 3, 4 & 5 are as follows:

Name of Director Mrs. Urmilaben Sharadbhai Talsaniya

Date of Birth 23-12-1973

Relationship with Directors Nil

Expertise in Specific Functional area

Expertise In Accounts

Qualification Graduate (Commerce)

Board Membership of Companies as on 31 March, 2016

Nil

Chairman/Member of the Committee of the Board of Directors as on March 31, 2016.

Nil

Number of shares held in the company as on March 31, 2016.

Nil

Name of Director Mr. Prashant Ghanshyambhai Ukani

Date of Birth 09.03.1985



Expertise In Finance & Management

Qualification Master in Business Administrative in Finance


02


Nil


Nil

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Name of Director Mr. Hardik Madhukumar Bhatt

Date of Birth 01.08.1981



Expertise In Finance

Qualification Master in Business Administrative


Nil


Nil


Nil

Place: Kolkata By Order of the Board of Date: 04th September, 2016 Goenka Business & Finance Limited Sd/- Prashant Ghanshyambhai Ukani

Director DIN: 03406521

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DIRECTOR’S REPORT BOARD’S REPORT Dear Members Your 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) asa 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.

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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 31.03.2015, 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.

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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 re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement Mrs. Urmilaben Sharadbhai Talsaniya was appointed as the Additional-Executive Director of the Company. 18. Number of meetings of the Board of Directors The board of Directors of the Company met 6 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 Page 17

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

Page 18

ANNEXURE-I

FORM NO. MGT-9

As on the financial year ended on 31st March, 2016. [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the companies (Management

and Administration) Rules, 2014]

A. REGISTRATION AND OTHER DETAILS:

CIN L67120WB1987PLC042960

Registration Date : 07.09.1987

Name of the Company GOENKA BUSINESS & FINANCE LTD.

Category/Sub-category of the company Company Limited by Shares/ Indian Non-Government Company

Address of the Registered office and contact details:

15/B, 1st Floor, Kalakar Street, Kolkata-700007 West Bengal Website : www.goenkabusinessfinancelimited.in Email ID : [email protected]

Whether Listed Company Bombay Stock Exchange Metropolitan Stock Exchange of India

Name, Address and Contact details of Registrar and Transfer Agent, if any.

ABS Consultant Private Limited. Stephen house, Room no. 99, 6th Floor, 4, B.B.D. Bag(East) Kolkata-700001 FAX : 033 2243 0153 Telephone: 0330030 1043/033 2243 0153. Email ID : [email protected]

B. PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-Company is engaged in to the activity of in the business of providing Loans & Advances and investing in shares, both quoted and unquoted and registered as a Non Banking Financial Company with the Reserve Bank of India.

Sr.no. Name and Description of main products / services

NIC Code of the Product/ service% to total turnover of the company

% to total turnover of the company

A. Sale of Shares & Securities& Interest Income

N.A 100%

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name & Address of the Company

CIN/GLN Holding/Subsidiary/Associate % of Shares Held

a. NIL

Page 19

http://www.goenkabusinessfinancelimited.in/

D. SHARE HOLDING PATTERN:

(I) CATEGORY WISE SHARE-HOLDING

Category of Shareholders

No. of shares held at the beginning of the year 01.04.2015

No. of shares held at the end of the year 31.03.2016

% change during the year

Demat Physical

Total %of Total Shares

Demat Physical

Total %of Total Shares

A)PROMOTER’S (1)INDIAN

a.)Individual 0 0 0 0 0 0 0 0 0

b.)Central Gvt. 0 0 0 0 0 0 0 0 0

c.)State Gvt. 0 0 0 0 0 0 0 0 0

d.)Bodies Corporate

1938000 0 1938000 14.91 1938000 0 1938000 14.91 0

e.)FIINS/BANKS

0 0 0 0 0 0 0 0 0

f.) Any Other 0 0 0 0 0 0 0 0 0

Sub-total(A)(1)

1938000 0 1938000 14.91 1938000 0 1938000 14.91 0

(2)FOREIGN

a.)Individual NRI

0 0 0 0 0 0 0 0 0

b.)Other Individual

0 0 0 0 0 0 0 0 0

c.)Bodies Corporate

0 0 0 0 0 0 0 0 0

d.)Banks/FII 0 0 0 0 0 0 0 0 0

e.)Qualified Foreign

0 0 0 0 0 0 0 0 0

f.)Any other Apecify

0 0 0 0 0 0 0 0 0

Sub-total(A)(2)

0 0 0 0 0 0 0 0 0

Total Shareholding of Promoters (A)=A(1)+A(2)

1938000 0 1938000 14.91 1938000 0 1938000 14.91 0

B.)(1)Public Shareholding

(a.)Mutual Funds

0 0 0 0 0 0 0 0 0

(b.)Banks/FI 0 0 0 0 0 0 0 0 0

(c.)Central Gvt.

0 0 0 0 0 0 0 0 0

(d.)State Gvt. 0 0 0 0 0 0 0 0 0

Page 20

(e.)Venture Capital

0 0 0 0 0 0 0 0 0

(f.)Insurance 0 0 0 0 0 0 0 0 0

(g.)FIIs 0 0 0 0 0 0 0 0 0

(h.)Foreign Venture

0 0 0 0 0 0 0 0 0

(i.)Others(Specify)

0 0 0 0 0 0 0 0 0

Subtotal (B)(1) 0 0 0 0 0 0 0 0 0

2.Non-Institutionals

(a.)Bodies Corporate

(i)Indian 6232840 09

(ii)Overseas 0 0 0 0 0 0 0 0 0

(b.)Individuals 0 0 0 0 0 0 0 0 0

(i)Individual shareholders holding nominal share capital upto Rs. 1 Lac

3378793 980

(ii)Individual Shareholders holding nominal share capital in excess of Rs. 1 Lac

1450467 11

(c) other(specify)

0 0 0 0 0 0 0 0 0

Non Resident Indian

0 0 0 0 0 0 0 0 0

Overseas Corporate Bodies

0 0 0 0 0 0 0 0 0

Foreign Nationals

0 0 0 0 0 0 0 0 0

Clearing Members

0 0 0 0 0 0 0 0 0

Trusts 0 0 0 0 0 0 0 0 0

Foreign Bodies –D R

0 0 0 0 0 0 0 0 0

Subtotal(B)(2)

Total Public Shareholding (B)=(B)(1)+(B)(2)

C.Shares held by Custodian

Page 21

for ADRs & GDRs

Grand Total (A+B+C)

(II) SHARE HOLDING OF PROMOTERS

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year 01.04.2015

Shareholding at the end of the year 31.03.2016

% change in share holding during theyear

No. of Shares

% of total shares of the Company

% of shares pledged/encumbered to total shares

No. of Shares

% of total shares of the company

% of shares pledged/encumbered to total shares

1. RISE

HIGH TRACOM PVT. LTD.

1938000 14.91 0 1938000 14.91 0 0

(III) CHANGE IN PROMOTER’S SHAREHOLDING

Sr. No.

Shareholder’s Name



% of total Shares of the company

No. of Shares at the beginning (01.04.2015) / end of the year (31.03.2016)


Date Increase Decrease in shareholding

Reson No. of Shres

1. RISE HIGH TRACOM PVT. LTD.

1938000 14.91 01.04.2015 0 NIL 0 0

1938000 14.91 31.03.2016 1938000 14.91

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN

DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS):

Sr.No. Name No. of Shares at the beginning (01.04.2015) / end of the year


Date Increase Decrease in shareholding

Reason

No. of Shares

% of total Shares of the company

Page 22

(31.03.2016)

1. Evergrowing Iron & Finvest

1200000 9.23

Closing Balance 31.03.16 - - 1200000

9.23

2. Mukesh Commercial Private Limited

1000000 7.69

Closing Balance 31.03.16 - - 1000000

7.69

3. Heritage Commo Trade Private Limited

916000 7.05

Closing Balance 31.03.16 - - 916000 7.05

4. Novelty Dealer Private Limited

800000 6.15

Closing Balance 31.03.16 - - 800000 6.15

5. Subhlabh Merchandise Private Limited

800000 6.15

Closing Balance 31.03.16 - - 800000 6.15

6. Confident Financial Advisory Pvt. Ltd.

600000 4.62

Closing Balance 31.03.16 - - 600000 4.62

7. Pearl Planet Private Limited

600000 4.62

Closing Balance 31.03.16 - - 600000 4.62

8. Anand Kumar HUF

271000 2.08

Closing Balance 31.03.16 - - 271000 2.08

9. Arcadia Share & Stock Brokers Private Limited

212913 1.64

Closing Balance 31.03.16 - - 212913 1.64

10. Pradeep Rameshwar Sharma

190000 0.15

Closing Balance 31.03.16 - - 190000 0.15

(V) SHAREHOLDING OF DIRECTORS & KEY MANAGERIAL PERSONNEL:



No. of Shares % of total shares of the company

No. of Shares % of total shares of the company

Sr.No.

1 At the beginning of the year

0 0 0 0

2 At the end of the year

0 0 0 0

Page 23

E. INDEBTEDNESS: Indebtedness of the company including outstanding/accrued but not due for payment

Secured Loans

excluding deposits

Unsecured

Loans

Deposits

Total

Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i+ii+iii)

Change in Indebtedness during the financial year • Addition • Reduction

Nil

Nil

Nil

Nil

Net Change

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

Nil

Nil

Nil

Nil

Total (i+ii+iii) Nil Nil Nil Nil

F. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: (I)Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. No.

Particulars of Remuneration Name of MD/WTD/Manager

Total Amount

1. Gross Salary

(a)salary as per provision contained in section 17(1)of the Income tax Act, 1961

0.00 0.00

(b)Value of perquisite u/s 17(2) of the Income Tax Act, 1961

0.00 0.00

(c)Profit in lieu of salary under section 17(3) of the Income Tax Act, 1961

0.00 0.00

0.00 0.00

2 Stock Option 0.00 0.00

3 Sweat Equity 0.00 0.00

4 Commission 0.00 0.00

-as % of Profit 0.00 0.00

Page 24

-Others, Specify 0.00 0.00

5 Others, Please Specify 0.00 0.00

Total(A) 0.00 0.00

Celling as per the Act 0.00 0.00

(II)Remuneration to Other Directors:

Sr. No.

Particulars of Remuneration Name of Director/Manager

Total Amount

1. Independent Director

Fees for attending board/Committee meetings

0.00 0.00

- Commission 0.00 0.00

- Others, Please Specify 0.00 0.00

Total (1) 0.00 0.00

2 Other Non-Executive Directors 0.00 0.00

-Commission 0.00 0.00

-Others, Please Specify 0.00 0.00

Total(2) 0.00 0.00

Total(II)=(1)+(2) 0.00 0.00

Celling as per the Act 0.00 0.00

Total Managerial Remuneration

Overall celling as per the Act

(III) Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary

CFO Total

1 Gross Salary (a)salary as per provision contained in section 17(1) of the Income Tax Act, 1961

0

2 (b)Value of perquisite u/s 17(2) Income Tax Act, 1961

0

3 Stock-Option 0

4 Sweat Equity 0

5 Commission 0

-as % of profit 0

-others, specify 0

Others, Please Specify 0

Total 0

Page 25

(IV) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/Compounding fees imposed

Authority(RD/NCLT/COURT)

Penalty 0 0 0 0

Punishment 0 0 0 0

Compounding 0 0 0 0

OTHER OFFICER IN DEFAULT

Penalty 0 0 0 0

Punishment 0 0 0 0

Compounding 0 0 0 0

For and on behalf of

Goenka Business and Finance Limited

Sd/- Sd/-

Prashant Ghanshyambhai Ukani Raju Singh

DIN: 03406521 DIN: 06739907

Page 26

ANNEXURE-II

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31/03/2016

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

GOENKA BUSINESS & FINANCE LTD

15B, KALAKAR STREET 1ST

FLOOR

KOLKATA WB 700007

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Goenka Business & Finance Ltd (hereinafter called the

Co pa y’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating

the corporate conducts/statutory compliances and expressing my opinion thereon.

Based o our erifi atio of the o pa y s ooks, papers, i ute ooks, for s a d retur s filed a d other records maintained by the company and also the information provided by the Company, its officers, agents

and authorized representatives during the conduct of secretarial audit, We hereby report that in our

opinion, the company has, during the audit period covering the financial year ended on 31st

March, 2016

complied with the statutory provisions listed hereunder and also that the Company has proper Board-

processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting

made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained

by the Company for the financial year ended on 31st

March, 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

ii The Se urities Co tra ts ‘egulatio A t, 9 SC‘A a d the rules ade thereu der;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv)The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

A t, 99 SEBI A t :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

Page 27

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009; (Not applicable to the company during the Audit Period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999; (Not applicable to the company during the Audit Period)

(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the company

during the Audit Period)

(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable

to the company during the Audit Period)

(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to

the company during the Audit Period)

(vi)The Central Excise Act, 1944, rules framed there under and notification issued by the Government of

India, from time to time; (Not applicable to the company during the Audit Period)

(vii)The Service Tax;

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards issued by The Institute of Company Secretaries of India.

2. The Listing Agreements/Regulations including the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements), Regulations, 2015 entered into by the Company with

Stock Exchange(s).

During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations::-

1. Non-adherence of the provision of Section 105(2) of the Companies Act, 2013 with respect to Notes

on proxy has not been mentioned in reasonable prominence in the Notice of 28th

Annual General

Meeting held on 29th

Sept, 2015

2. Non Compliance of provisions of Regulation 36 of (Listing Obligations And Disclosure Requirements)

Regulations, 2015 in the matter of appointment of Ms. Puja Kushwa as a Whole Time Director of the

Company dated 11th

March, 2016

3. The Company has not complied with the provision of section 134(3) (h) of Companies Act, 2013 as

AOC -2 was not attached with Director’s Report for the FY 2014-15

Page 28

4. The statement on declaration by independent directors was not in due compliance of the provision of

section 134(3)(d) of Companies Act.

5. Non Compliance of provisions of Section 134(1) of Companies Act, 2013 as financial statements for FY

2014-15 was not signed by Chief Financial officer & Company Secretary of the Company.

6. The Company has not complied with the provision of section 196(4) of Companies Act, 2013 with

respect of appointment of Ms. Puja Kushwa as a Whole Time Director.

7. Non filing of e-form MGT-14 for approval of financial statements for the FY 2014-15

8. Non -adherence of the provision of Section 160 of the Companies Act, 2013.

9. Non -adherence of the provision of Securities And Exchange Board Of India (Listing Obligations And

Disclosure Requirements) Regulations, 2015 for the Quarter ended December, 2015

In respect to the other applicable laws specifically applicable to the Company, We have relied on information

/ records / declaration produced/furnished by the Company during the course of our audit and the reporting

is limited to the extent.

We further report the Board of Directors of the Company is duly constituted with proper balance of

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors

that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent at least seven days in advance, and there exist the system for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation at the

meeting.

All decisions of the Board were unanimous and the same are captured and recorded as part of the minutes.

We further report that there is scope to improve the systems and processes in the company and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and

guidelines.

We further report that during the period there were no specific instances / events pursuance of the above

referred la s, rules, regulatio s, guideli es, et ., ha i g a ajor eari g o the Co pa y s affairs.

Thanking you,

For M/s. Vikas Verma & Associates

(Company Secretaries)

Date: - 12th

August, 2016 Vikas Kumar Verma

Place: - New Delhi CP No. 10786

Membership No. 29933

Note: This report is to be read with our letter of even date which is annexed as Annexure – A and forms an integral part of this report.

Page 29

ANNEXURE A’ TO THE SECRETARIAL AUDIT REPORT

To,

The Members,

A F Enterprises Limited,

New Delhi

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our

responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the Secretarial records. The verification was done on test basis to

ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we

followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of

the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws,

rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is

the responsibility of management. Our examination was limited to the verification of procedures on test

basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the company.

Sd/-

Place: New Delhi Vikas Kumar Verma

Date: 12th

August, 2016 Practising Company Secretary

Membership No: 29933

Page 30

ANNEXURE-III

Form No. AOC-2

(Pursuant to Regulation (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2015)

Form for disclosure of particulars of contracts/arrangements entered into by the company

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 thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name(s) of the related party and nature of relationship Not Applicable

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship Not Applicable

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

Sd/- Sd/-

Prashant Ghansyambhai Ukani Raju Singh

(DIN:03406521) (DIN:06739907)

Page 31

MANAGEMENT DISCUSSION ANALYSIS REPORT

ECONOMIC SCENARIO:

The Indian economy has weathered many challenges successfully in recent times. Markets are optimistic, as a result of various policy measures announced or taken by the Government. The key policy changes include liberalization of foreign direct investment and a large array of investment facilitation measures. However, some large-ticket changes such as modified labour laws, simplified land acquisition rules and nationwide Goods and Services Tax are still not in place. Due to the sluggish global growth, especially in China, commodity prices have remained low, inflation has moderated and low crude prices have supported the Government’s current account deficit commitment. A relatively stable rupee and rising foreign exchange reserves are key indicators of an improved and stable macro-economic environment. The slowing global economy is not all positive for India, exports have suffered and domestic growth will be critical in FY 2016 -17. In FY 2015-16, the Government focused on its theme “Transform India”. The Budget for FY 2016-17 preferred fiscal prudence and stability over growth. The priorities of the Government were to provide additional resources for the vulnerable sections of society, to rural areas and for creating social and physical infrastructure. The Government encouraged private and public spending, but private investment is not likely to recover in FY 2016-17 as there is significant unutilized capacity and private sector Balance Sheets are stretched. By maintaining fiscal deficit at 3.5%, the Government has precluded the possibility of any direct fiscal stimulus. The positive effect of the Government’s fiscal discipline is that it has created conditions for the Reserve Bank of India (“RBI”) to cut rates, thereby indirectly benefiting the economy by bringing down the cost of borrowing for both the Government and the private sector. The RBI started cutting rates in FY 2015-16, the transmission of which is likely to happen in FY 2016-17. The banking system in India saw a major shift with the RBI ending forbearance in April 2015 and, through the Asset Quality Review process, ensuring that banks were taking proactive steps to clean up their Balance Sheets by March 2017. In all adversity, there is opportunity and as a result of the stressed bank Balance Sheets, the NBFC sector has a significant opportunity to grow. NBFCs do not have the NPA problem of the magnitude of that of the banks and are already operating under strict regulatory supervision. The NBFC sectors likely to report higher NPAs in the initial period as it moves to the 90+ recognition norm, but the sector as a whole will emerge stronger after the implementation of these initiatives. Additionally, SARFAESI cover and anew bankruptcy code would make collections through the judicial system much simpler. A normal monsoon and further rate cuts by RBI are expected to facilitate rural and urban consumption. The year ahead will be challenging on many fronts, credit quality and shifts in operating model, to name a couple. Accepted norms and rules of doing business are likely to be rewritten with digital innovation, increased use of technology in financial services and payment and small banks coming on stream. Each individually, and all of them collectively, have the ability to change the face of the financial services sector. The NBFC sector appears to be best placed to take advantage and succeed in this changing environment. INDUSTRY DEVELOPMENT: The NBFCs show moderation growth in asset management, rising delinquency resulting in higher provisionary thereby impacting profitability. However, comfortable capitalization level and conservative liquidity management continues to provide comfort to the credit profile of well run of NBFCs in spite of the impact of the profitability.

Page 32

OPPORTUNITIES:

Goenka Business & Finance Limited, being a Non-banking financial Company, is exposed to specific risks that are particular to its business and environment within which it operates including its interest rate volatility, investment cycle, credit risk, market risk and operational risk. The measurement, monitoring management of risk remain so key focus areas for the company. The company has laid down stringent credit norms through the Lending Policy Framework approved by the Board. It maintains a conservative approach and manages the credit risk through prudent selection of clients, delegation of appropriate lending powers and by stipulating various prudential limits. In retail loan businesses like ours, overall portfolio diversification and reviews also facilitate mitigation and management. THREATS: Growth of the Company’s asset book, quality of assets and ability to raise funds depend significantly on the economy. Unfavorable events in the Indian economy can affect consumer sentiment and in turn impact consumer decision to purchase financial products. Competition from a broad range of financial services providers, unstable political environment and changes in Government policy / regulatory framework could impact the Company’s operations. OUTLOOK:

The markets will continue to grow and mature leading to differentiation of products and services. Each financial intermediary will have to find its niche in order to add value to consumers. The Company is cautiously optimistic in its outlook for the year 2016-17. RESPONSIBILITY FOR THE MANAGEMENT DISCUSSION AND ANALYSISREPORT: The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management, and the Independent Auditors have noted its contents. Statement in this report of the Company's objective, projections, estimates, exceptions, and predictions are forward looking statements subject to the applicable laws and regulations. The statements may be subjected to certain risks and uncertainties. Company's operations are affected by many external and internal factors which are beyond the control of the management. Thus the actual situation may differ from those expressed or implied. The Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

FOR GOENKA BUSINESS & FINANCE LTD.

Sd/-

Prashant Ghanshyambhai Ukani

DIN: 03406521

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CORPORATE GOVERNANCE REPORT

Your Company's philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity in all fields of its operations and in all its interactions with its shareholders including employees, its clients and the Government agencies. Your Company believes that all its operations & actions must serve the underlying goal of enhancing overall shareholders value over a sustained period of time. BOARD OF DIRECTORS:- The Board of the Company at present comprises of six Directors. Out of 6 Directors Four are Executive Directors and the two others are Non-Executive and independent also. Five Board Meetings were held during the financial year 2015-2016. The dates on which the Board Meetings were held are as follows: 28.05.2015, 13.08.2015, 24.08.2016, 13.11.2015, 12.02.2016. The composition of the Board of Directors as on 31st March, 2016, attendance of Directors at the Board Meeting and at the last Annual General Meeting as also the number of Directorships &Committee Memberships held by them in other companies are given below :-

Name of directors Category No. of Board Meetings

Attendance of Last AGM held on 29/09/2015

No. of Directors In other Companies

No. of committee Membership in other Companies

Raju Singh Non-Executive & Independent Director

05 Yes Nil Nil

Ram Narayan Upadhyay

Non-Executive & Independent Director

05 Yes Nil Nil

Pooja Kushawaha (upto 21st Apr,2016)

Executive Director

01 No 1 Nil

Manish Dalmia

Executive& Non-Independent Director

05 Yes 5 1

Santosh Kumar (upto 12thFeb,2016)

Independent Director

01 No 2 Nil

Sunitha Gupta Independent Director

00 No Nil 1

COMPENSATION: - No Director is entitled to any Salary or Compensation except Directors fees for attending the meeting of the Board/Committee, which have been waived by them. AUDIT COMMITTEE:- Terms of reference of the Audit Committee are as per the guidelines set out in the listing agreements with the Stock Exchange and to meet the requirements of section 177 of the Companies Act, 2013. The Primary function of the Audit Committee is to periodically interact with the internal auditors, to review their reports and discuss adequacy of internal control system, meet with the Statutory Auditors to discuss their observations and suggestions on accounts & accounting policies. At present the committee comprises of three members, out of whom two are Non-Executive Directors and one is Executive director. Four Audit Committee Meetings were held during the financial year 2015-16. The dates of the meeting are 28.05.2015,13.08.2015, 13.11.201 &12.02.2016 The composition of the Audit Committee at present and the meeting attended by the members are as under:-

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Name of Director No. of Meeting attended

Mr. Raju Singh – Chairman 04

Mr. Ram Narayan Upadhyay – Member 04

Mr. Manish Dalmia 04

REMUNERATION COMMITTEE: - The Remuneration Committee comprises of four members out of which three are Non- Executive Directors and one is Executive director. Meetings were held during the year on 28.05.2015, 13.08.2015, 13.11.2015 & 12.02.2016. The composition and the meeting attended by the members are as under:


Mr. Ram Narayan Upadhyay – Chairperson 04

Mr. Raju Singh – Member 04

Mr. Manish Dalmia 04

Remuneration Policy:- The remuneration policy is directed towards rewarding performance. It is attracting and retaining high caliber talent. The Company does have an incentive plan which is linked to performance and achievement of the Company’s objectives. The Company has no Stock option Scheme. The Company has constituted a Remuneration Committee. Director of the Company were not paid any remuneration or Commission for the year and the sitting fees were waived. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:- The Company has constituted a Shareholders and Investors Grievance Committee. The function of the said committee is to look into the redressal of investor’s grievances pertaining to share transfer, dematerialization of shares, issue of duplicate share, non receipt of Dividend/right/bonus and other allied and related matters. Meeting of the committee were held during the year ended on 31st March, 2016 were as on 28.05.2015, 13.08.2015 & 13.11.2015. The composition of the committee and the no. of meeting attended by each of the members are as under:


Mr. Ram Narayan Upadhyay – Chairperson 03

Mr. Raju Singh – Member 03

Mr. Manish Dalmia – Member 03

Neither any complaint from shareholder was received during the year nor is any complaint pending. SHARE TRANSFER SYSTEM:- Shares sent for transfer in physical form and demat form are registered by the Company through its Registrar & Transfer Agent within 15 days of receipts of the documents, if documents are found in order. Shares under objection are returned within two weeks. Page 35

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH' 2016:- DISTRIBUTION OF HOLDING

No. of Shares Share Holders No. of Shares

Number % of total Holders Number % of total shareholding

(1) (2) (3) (4) (5)

Upto-500 724 72.4% 94440 0.726%

501-1000 13 1.3% 10499 0.081

1001-2000 39 3.9% 61140 0.470

2001-3000 17 1.7% 41352 0.318

3001-4000 10 1.0% 35510 0.273

4001-5000 13 1.3% 62380 0.479

5001-10000 58 5.8% 454482 3.495

10001 And Above 126 12.6% 12240297 94.16%

TOTAL 1000 13000100

SHAREHOLDING PATTERN AS ON 31.03.2016

Sr. No. Category No. of shares Held % of Shareholding

1. Promoters & Promoter Group 19,38,000 14.91

2. Public – Bodies Corporate 62,32,840 47.94

3. Public – Indian Public 48,29,260 37.15

4. Public – Others 0 0

TOTAL 13000100 100

DEMATERIALISATION OF SHARES: Approximately 99.4% shares are dematerialized with National Securities Depository Limited and Central depository Services Ltd. Upto 31st March, 2016. The rest approx 0.6% shares are in physical form. GENERAL BODY MEETINGS: The details of Annual General Meeting held in previous three years are as under:

AGM For the year ended Day/Date Venue

28th 31.03.2015 Tuesday, 29th Sep. 2015 8, Ganesh Chandra Avenue, 2nd Floor, Kolkata-700013.

27th 31.03.2014 Tuesday, 30th Sep.2014 8, Ganesh Chandra Avenue, 2nd Floor, Kolkata-700013.

26th 31.03.2013 Monday, 26th Aug. 2013 8, Ganesh Chandra Avenue, 2nd Floor, Kolkata-700013.

No special resolution have been put through either in the meeting or by postal ballot so far by the company in the said three meetings. DISCLOSURES: (i)The particulars of its related parties as per the ‘Accounting Standard 18’ are set out in Note No. 20 in point No.II.3 of the Annual Account. There is no related party transaction that may have potential conflict with the interest of the Company at large. (ii) There is no accounting treatment different from that prescribed in Accounting Standards. (iii) There is no material non-compliance by the Company (whether to mention Suspension of GBFL from exchange or not). There is no other penalties/strictures imposed on the Company by Stock Exchange or SEBI or statutory authority on any matter related to Capital Markets during the last three years.

Page 36

(iv) Whistle Blower Policy:- The Company complies with the high Standard Whistle Blower Policy. It has communicated to all employees their right of access and assured them full protection from unfair termination and other unfair prejudicial employment practices. The Company hereby affirms that it has not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and that it has provided protection to "Whistle- blowers" from unfair termination and other unfair or prejudicial employment practices. (v) There is no Audit Qualification. (vi) There is no subsidiary Company. (vii) Contingent Liability, if any, is disclosed fully and clearly in Notes on Accounts point no. I(h) under Note No. 20 to the Balance Sheet & Profit & Loss Statement. (viii) All mandatory requirements of clause 49 to the listing agreement have been complied with as far as applicable in present circumstances. CFO CERTIFICATION:

The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions under Regulation 17 to 27 and 46(2)(b) to (i) of the SEBI (LODR) Regulations, 2015 with the Stock Exchange(s) certifying that the Financial Statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company’s affairs and the same forms a part of this report. MEANS OF COMMUNICATIONS:

The Company’s unaudited quarterly financial results are announced within forty-five days of the close of the quarter and its audited annual financial results are announced within sixty days from the close of the financial year as per the requirements of the Listing Agreement with the Stock Exchanges. The aforesaid financial results are sent to The Calcutta Stock Exchange Limited (CSE) and Bombay Stock Exchange Limited (BSE) where the Company’s securities are listed, immediately after these are approved by the Board.

The financial results are published in The Financial Express (English) & Sukhabhar (Bengali). The Company’s results and official news releases are displayed on the Company’s website

www.goenkabusinessfinancelimited.in. The Annual Report is circulated to all members, and is also available on the Company’s website. The Annual Report of the Company shall be posted to every shareholder of the Company at their

registered address. GENERAL SHAREHOLDERS INFORMATION: Annual General Meeting

Day, Date & Time Tuesday, 30th September, 2016 at 11:00 A.M. Venue 18, Rabindra Sarani, Poddar Court, Gate No. 4,

4th Floor, Room no. 3, Kolkata, 700001 (The Registered office of the same)

Book Closure Date 24th Septembr,2016 to 30th September,2016 (both days inclusive)

Financial Calendar year ending 31st March, 2016. Board Meeting for consideration of accounts 21st April, 2016 Listing on stock exchange presently listed The equity shares of the company are

At: (i)the Calcutta Stock Exchange ltd. (ii)the Bombay Stock Exchange Ltd.

(iii) Metropolitan Stock Exchange of India Ltd. (MSEI)

Page 37

STOCK MARKET INFORMATION: BSE Scrip Code-538787 Stock Market Price as traded in BSE Limited for the Financial Year 2015-16:

Month High(Rs.) Low(Rs.) Volume(Nos.)

April 560.1 411.1 323785

May 508 395 567787

June 548.9 357 601941

July 542.5 368 630893

August 460 437 553576

September 549.9 402 817390

October 530.5 256 1734710

November 306.5 200.9 931977

December 249 148.2 880391

January 145.3 142.4 26

February 139.6 106.2 278

March 104.1 83.8 62

REGISTAR & TRANSFER AGENTS: ABS CONSULTANTS PVT. LTD. “STEPHEN HOUSE” ROOM NO. 99, 6TH FLOOR, 4 B.B.D. BAG (EAST) KOLKATA-700001. SHARE TRANSFER SYSTEM: The power to transfer the shares is delegated to the aforementioned Registrar and Share Transfer Agent. Shares in the physical form with duly executed transfer deed can be sent to them for transfer and shares in the demat form can be sent through D.P. If the documents are found correct and valid, the Shares are transferred, and if not found so, it is returned to the shareholder/D.P. within prescribed time. DEMATERIALISATION OF SHARES & LIQUIDITY: The Equity shares are registered for dematerialization with the National Securities Depository Ltd. and Central Depository Services Ltd. Approximately 99.38% shares are dematerialized till 31.03.15. The shares are listed in the Calcutta Stock Exchange Ltd& Bombay Stock Exchange Ltd & Metropolitan Stock Exchange of India Ltd. Outstanding GDRs/ADRs Warrants etc– Nil Plant Location: There is no Plant of the Company. ADDRESS FOR CORRESPONDANCE BY INVESTORS:- The investors may make correspondence related to transfer, subdivision etc. directly to 0the Registrar and Transfer Agent mentioned above. Otherwise, they may address it to the registered office mentioned as above. CODE OF CONDUCT: The Company has adopted the Code of Conduct for all the Board members and Senior Management Personnel of the Company. This Code of Conduct is posted on the Company`s website. Further, all the Board members and Senior Management Personnel (as per Clause 52 of the SME Equity Listing Agreement) have affirmed the compliance with the Code of Conduct. A declaration to this effect signed by the Director Forms part of this report. Page 38

DECLARATION OF CODE OF CONDUCT

To, The Members of Goenka Business & Finance Limited, This is to confirm that the Board has laid down a code of conduct for all Board Members and Senior Management Personnel of the Company. It is further confirmed that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company w.e.f. Financial year 2015- 2016 as envisaged in Regulation 26(3) of SEBI (LODR) Regulations. For and on behalf of the Board Sd/-

Prashant Ghanshyambhai Ukani DIN: 03406521

Page 39

CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE To The Members Goenka Business and Finance limited Delhi We have examined the compliance of conditions of the Corporate Governance by Goenka Business and Finance limited, for the year ended March 31, 2016 as stipulated under Regulation 17 to 27 and 46(2)(b) to (i) of the SEBI (LODR) Regulations, 2015 with the Stock Exchange(s). The Compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuing the Compliance conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to explanation given to us, we certify that the company has complied with the conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015. We further state that such compliance is neither an assurance as to the future validity of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/- Date: 04/09/2016 Vikas Kumar Verma Place: New Delhi Practising Company Secretary Membership No. 29933 Page 40

CFO CERTIFICATION To, The Board of Directors Goenka Business and Finance Limited Delhi 1. I have reviewed financial statements and the cash flow statement of Goenka Business and Finance Limited for the year ended 31st march, 2016 and to the best of my Knowledge and belief: (i) the statement do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are, to the best of my knowledge and belief, no transaction entered into by the Company during the years which are fraudulent, illegal or violative of the Company’s Code of Conduct. 3. I accept responsibility for establishing and maintaining internal control systems pertaining to financial reporting. I have not come across any reportable deficiencies in the design of operation of such internal controls. 4. I have indicated the auditors and the Audit Committee: (i) that there are no significant changes in internal control over financial reporting during the year; (ii) that there are no significant changes in accounting policies during the year; and (iii) that there are no instances of significant fraud of which we have become aware.

For Goenka Business and Finance Limited

Sd/- Jayaraj Selara

(Chief Financial Officer) Place: New Delhi Date: 04-09-2016

Page 41

INDEPENDENT AUDITOR’S REPORT To The Shareholders of GOENKA BUSINESS AND FINANCELIMITED Report on Financial Statements We have audited the accompanying financial statements of GOENKA BUSINESS AND FINANCELIMITED, which comprise the Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

(Cont…2)

Page 42

-:2:-

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place the adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and the explanations given to us, the financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, i) In case of Balance Sheet, of the state of affairs of the company as at 31st March 2016; ii) In case of Statement of Profit & Loss, of the profit for the year ended on that date;

and iii) In case of Cash Flow Statement, of the cash flowsfor the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 (the Order), asamended, issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the Annexure- A, a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The observation of financial transactions does not reveal any matter which has any adverse effect on the functioning of the company.

(Cont…3)

Page 43

-:3:-

f) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i) The Company does not have any pending litigations in its financial statements;

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses. However, company does not enter into any long-term contracts including derivative during the specified period; iii) The Company is not required to transfer any amount to the Investor Education and Protection Fund.

ForAlok Sinhal & Co. Chartered Accountants Firm Regn. No. 013811N Sd/- Shailendra Kumar Mishra Partner Membership No. 517253 Place:New Delhi Date:12/08/2016

Page 44

“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT (As referred in paragraphs of our report)

(i) In respect of fixed assets: -

a. As per information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b. According to information and explanation given to us, fixed assets of the Company

has been physically verified by its management once during the year which is reasonable having regard to size of business and nature of fixed assets. We have been informed that no material discrepancies have been noticed by the management on such verification.

c. According to information and explanation given to us, the company does not hold any immovable property during the period dealt with by this report.

(ii) As per information and explanation given to us, physical verification of inventories

has been conducted once at the end of year which in our opinion is reasonable having regard to size and nature of business and we have been informed that no material discrepancy was noticed on physical verification.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses 3(iii)(a) to (c) of the order are not applicable to the Company.

(iv) According to information and explanations given to us, the Company has complied

with the provisions of Section 185 of the Companies Act, 2013. However, the company has not passed special resolution of members in respect of loans, investments, guarantees and security given above the limit as prescribed under section 186 of the Companies Act, 2013 and accordingly has not complied with such provisions;

(v) According to information and explanations given to us, the Company has not

accepted public deposits and hence the provision of section 73 to 76 or other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable;

(vi) According to information and explanations given to us, the Company is not liable to

maintain cost records as prescribed under section 148(1) of the Companies Act, 2013;

(vii) In respect of timely deposit of statutory dues as applicable to Company: -

a. The company is generally regular in payment of its undisputed statutory dues such as Income Tax, Provident Fund, Wealth Tax, Service Tax and other statutory dues as applicable, to the appropriate authorities. There are no statutory dues outstanding as at March 31, 2016 for a period of more than six months from the date on when they became payable; and

Page 45

b. According to information and explanations given to us, there is no outstanding

statutory dues on the part of Company which is not deposited on account of dispute.

(viii) According to information and explanation given to us, the company has

notdefaulted in repayment of loans or borrowings to any bank,government or dues to debenture-holders;

(ix) According to information and explanation given to us, the company has not raised

any money by way of initial public offer during the period covered by this report. Hence, requirement of sub- clause (ix) of the order are not applicable;

(x) During the course of our examination of books of accounts and according

toinformation and explanation given to us, no fraud on or by the company has been noticed or informed during the year.

(xi) According to information and explanations given to us, the Company has not paid

any managerial remuneration during the year;

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion, all transactions with the related parties are in compliance with

section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to information and explanations given to us, the Company has not made

any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review;

(xv) According to information and explanations given to us, the Company has not

entered into non- cash transactions with directors or persons connected with him; (xvi) In our opinion, the company is not required to be registered under section 45 IA of

the Reserve Bank of India Act, 1934 and accordingly, the provisions of sub- clause (xvi) of the Order are not applicable to the Company.

Signed for the purpose of identification

ForAlok Sinhal & Co. Chartered Accountants Firm Regn. No. 013811N Sd/- Shailendra Kumar Mishra Partner Membership No. 517253 Place: New Delhi Date: 12/08/2016

Page 46

“ANNEXURE B” TO THE INDEPENDENT AUDITOR’S REPORT (As referred in paragraphs of our report)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We were engaged to audit the internal financial controls over financial reporting of

Goenka Business and Finance Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended

on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Companies Act, 2013. Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls

over financial reporting based on our audit conducted in accordance with the Guidance

Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India.

Because of the matter described in Disclaimer of Opinion paragraph below, we were not

able to obtain sufficient appropriate audit evidence to provide a basis for an audit

opinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:- (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

Page 47

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised

acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Disclaimer of Opinion

According to the information and explanation given to us, the Company has not

established its internal financial control over financial reporting on criteria based on or

considering the essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India. Because of this reason, we are unable to obtain

sufficient appropriate audit evidence to provide a basis for our opinion whether the

Company had adequate internal financial controls over financial reporting and whether

such internal financial controls were operating effectively as at March 31, 2016.

We have considered the disclaimer reported above in determining the nature, timing,

and extent of audit tests applied in our audit of the standalone financial statements of

the Company, and the disclaimer does not affect our opinion on the standalone financial

statements of the Company.

ForAlok Sinhal & Co. Chartered Accountants Firm Regn. No. 013811N Sd/- Shailendra Kumar Mishra Partner Membership No. 517253 Place: New Delhi Date: 12/08/2016

Page 48

GOENKA BUSINESS AND FINANCE LIMITED ANNUAL REPORT -

Balance Sheet as at st March st March st March

In Rs. In Rs.

Equity and liabilities Shareholders' fundShare Capital , , , , Reserves and Surplus , , , , Non Current LiabilitiesDeffered Tax Liability - , Long Term Provisions , , Current LiabilitiesTrade payables - - Other Current liabilities , , Short Term Provisions , , ,

Total , , , , AssetsNon-Current AssetsFixed AssetsTangible Assets , , , Deferred Tax Assets net , - Other Non Current Assets - , Current Assets)nvestments , , , , )nventories , , , Trade Receivables - Cash and Bank balances , , , Loan and advances , , , , Total , , , , Summary Significant Accounting Policies .The accompanying notes are an integral part of the financial statements.As per our report of even dateAuditor'sAlok Sinhal & Co. For and on behalf of the Board of Directors ofChartered Accountants GOENKA BUSINESS & FINANCE LIMITED

Shailendra Kumar Mishra PRASHANT GHANSHYAMBHAI UKANI RAJU SINGHPartner Director DirectorM.No. DIN DIN FRN N

Place: New Delhi JAYRAJ KISHORBHAI SELARA NITIXA RAMANUJDate: / / CFO Company Secretary

PAN BFCPS C PAN BVBPR B

Notes

Page 49

GOENKA BUS)NESS AND F)NANCE L)M)TED ANNUAL REPORT -

Statement of profit and loss for the year ended st March st March st March

)n Rs. )n Rs.

RevenueRevenue from Operations Net , , , , . Total Revenue ) , , , , .

Expenses

Purchase of shares in trade , , , , . )ncrease/Decrease in stock , , , .Finance Costs , , .Depreciation and Amortization Expense , , , ., , .Employee benefit expense , , , .Other expenses , , , , .Total Expenses )) , , , , .

Profit/ Loss Before Extraordinary and Exceptional )tems )-)) , . , , . Extraordinary & Exceptional )tems - , Profit/ Loss Before Tax , , , .

Tax ExpensesCurrent Tax , , , . Deferred Tax Liability/ Assets , , Total Tax Expense , , ,

Profit/Loss for the period from continuing operations , , ,

Earnings per equity share . . [Nominal value of share Rs. st March -Rs ]Summary of Significant Accounting Policies .The accompanying notes are an integral part of the financial statements.As per our report of even dateAuditor's For and on behalf of the Board of Directors ofAlok Sinhal & Co. GOENKA BUS)NESS & F)NANCE L)M)TEDChartered Accountants

Shailendra Kumar Mishra PRAS(ANT G(ANS(YAMB(A) UKAN) RAJU S)NG(Partner Director DirectorM.No. D)N D)N FRN N

Place: New Delhi JAYRAJ K)S(ORB(A) SELARA N)T)XA RAMANUJDate: / / CFO Company Secretary

PAN BFCPS C PAN BVBPR B

Notes

Depository and Listing fee

Page 50

GOENKA BUS)NESS AND F)NANCE L)M))TED ANNUAL REPORT -

Notes to financial statements for the year ended as on st March

Share Capital st March st March

)n Rs. )n Rs.

Authorised Share Capital , , , , , , equity Shares of Rs. /- each )ssued, Subscribed and Fully Paid-Up Share Capital , , , , , , equity shares of Rs. /- each fully paid up

, , , ,

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting periodEquity Shares

)n No's )n Rs. )n No's )n Rs.At the beginning of the period , , , , , , , , )ssued during the year -for cash/bank - - - - Balance at the end of the period , , , , , , , ,

b. Rights, Prefrences and Restrictions attached to shares

c Details of shares held by shareholders holding more than %of the aggregate shares in the company

)n No.'s % Shareholding in the class )n No.'s % Shareholding in the classR)SE ()G( TRACOM PVT. LTD. . .NOVELTY DEALER PR)VATE L)M)TED , . , .SUB(LAB( MERC(AND)SE PR)VATE L)M)TED , . , .(ER)TAGE COMMOTRADE PR)VATE L)M)TED , . , .MUKES( COMMERC)AL PR)VATE L)M)TED , , . , , .EVERGROW)NG )RON AND F)NVEST LTD. , , . , , .

Reserve and Surplus st March st March

)n Rs. )n Rs.

ReservesSecurity Premium ReserveOpening balance , , , , Add: Addition during the year - ., , , , Statutory ReserveOpening balance , , .Add: Addition during the year , .

, , .SurplusOpening balance , , .Add: Addition during the year , .Less: Transferred to Statutory Reserve , .

Contigent Prov. Agst. Standared Assets , ., , .

Total . .

As per the records of the company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the aboveshareholding represents both legal and beneficial ownership of shares.

Equity Shares: The company has one class of equity shares having a par value of Rs. per share. Each shareholder is eligible for one vote per share held. The dividendproposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. )n the event ofliquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

st March st March

st March st March

Page 51


Notes to financial statements for the year ended as on st March st March st March

)n Rs. )n Rs.Deferred Tax liability , . .

, . .

Long Term ProvisionsContigent Prov. Agst. Standard Assets , , , ,

Trade Payables - - - -

Other Current liabilitiesLiabilities for Expenses , , Sundry Creditors , , . .

Short Term ProvisionsProvision for Tax , , , , . .

Page 52


Notes to financial statements for the year ended st March

st March st March )n Rs. )n Rs.

Other Non-Current AssetsDeferred Revenue Expenses . .Preliminary Expenses . .- . )nvestments Amarjit Motor Finance Pvt. Ltd. - .Amethest Buildcon Pvt. Ltd. - .Amrit Devtech Pvt. Ltd. - .Aravali Natural Resources Pvt. Ltd. - .Baglamukhi Marketing Ltd. - .Balaji Stock Consultants Pvt. Ltd. - .Bangbhumi Merchants Limited , .Bluestar Dealers Pvt. Ltd. - .CBK Estate Developers Pvt. Ltd. , , .Dev Stuti Infra Developers Ltd. - .Diligent Buildcon Pvt Ltd , .Giridhan Exports Limited , .Investment in Shares - .Jalkamal Marketing Limited , .Jalnayan Distributors Limited , .Kamalraj Commodities Limited , .Kamalraj Mercantile Limited , .Khatushyam Dealer Limited , .Linkline Commercial Pvt. Ltd. , , .Myra Apparels Pvt. Ltd. , , .Nachiketa Buildwell Pvt. Ltd. , .Nascent Builders Pvt. Ltd. , .Natraj Buildhome Pvt. Ltd. - .Neo Star Builders Pvt Ltd , .Omkara Dealer Pvt. Ltd. , , .Panchlok Vyapaar Limited , .Pinkrise Commercial Pvt. Ltd. - .Pushpmala Marketing Limited , .Pushpratan Dealer Limited , .Rahman Enterprises Pvt. Ltd. - .Ratansidhi Business Ltd. , .Ritudhara Business Limited , .Saraswati Buildhome Pvt. Ltd. - .Shanti Buri Hotels Pvt. Ltd. - .Shinestar Vinimay Limited , .Sidhidham Merchantile Ltd , .Silicon Marketing Pvt Ltd , .Starrise Vinimay Limited , .Starrose Dealer Pvt. Ltd. - .Sunflower Investment Management Pvt. Ltd. , .Sunshine Infraprojects Pvt. Ltd. , , .Sunstar Realcon Pvt Ltd , .Tribute Developers Pvt Ltd , .Viewmore Merchants Limited , .

, , , , )nventoriesIn Equity Shares : Quoted, fully paid upUnno Industries Limited , , .

. .

Market value of , , shares as on balance sheet date is . /- per share . .

Trade ReceivablesSundry Debtors - -

Cash and Bank balanceCash in hand , , , Bank Balance , ,

, , ,

Loan and advances others , , ., , .

Page 53


Notes to financial statements for the year ended March

st March st March )n Rs. )n Rs.

Revenue From OperationsSale of shares - , , . Revenue from Interest Income , , , , . Revenue from Operations Net , , , ,

Purchase of stock in tradePurchase of shares , , , , , , , ,

)ncrease/decrease in stockOpening stock , , . , , . Less: Closing stock , . , , . , , ,

Finance costInterest on income Tax - .Delay and demat charges - .Demat Charges . -Bank Charges . .. .

Depreciation and Amortization ExpenseDeferred Revenue Exp. W/off , , Depreciation on FA , , Preliminery Exp. W/off , , , , ,

Depository and Listing feeDepository Expenses , , Listing Fee , - Registrar Exp , - , ,

Employee benefit expenseBonus , , Staff welfare expenses , , Salary & Wages , , , , , , , ,

Other ExpensesAdvertisment Exp , .Business Promotion Exp , .Conveyance Expenses , .Filling Fee , .General Expenses , .Insurance for Hyundai Car , .Other Charges for Hyundai Car , .Postage, Telegram Exp , .Printing & Stationery , .Professional Fee , .Registration Fee , .Rent , .Roc Software , .Repai maintenance - .Tea & Tifin Exp , - Telephone Exp , .Website Maintainance , .Auditor remuneration , .Webtel Electrosoft Pvt Ltd , .Sundry Written Off , - , , , Earnings per share EPS

Earning Per ShareEarnings attributable to Equity Shareholders , , , Weighted average number of equity shares for EPS Computation , , , , Basic Earnings per share BEPS . .

Page 54

GOENKA BUSINESS AND FINANCE LIMIITED ANNUAL REPORT -

Notes to financial statements for the year ended st March

Related Party Disclosures

Names of Related Parties & Related Party Relationships :

Key Mangement Personnel Relationship

Prashant Ghanshyambhai Ukani [Additonal Director]Ram Narayan Upadhyay [Director]Raju Singh [Director](ardik Madhukumar Bhatt [Additonal Director]Jayraj Kishorbhai Selara [CFO KMP ]Urmilaben Sharadbhai Talsaniya [Additonal Director]Nitixa Ramanuj [Company Secretary]Previous Year Figures:-Previous years figures have been reclassified/regrouped wherever necessary to confirm to current year's classification.

)n Accordance with the requirement of Accounting Standard AS-18 on related party Disclosures, the name of the related parties where control existsand/or with whom transaction have taken place during the period and description of relationship, as identified and certified by the management are asbelow:

Page 55

Cash flow statement for the year ended 31 March 2016 31 March 2016

In Rs. 31 March 2015

In Rs. Cash flow from operating activitiesProfit before tax 915,668.23 7,588,423.81 Non-cash adjustment to reconcile profit before tax to net cash flows

Depreciation and amortisation 1,292,198.00 20,878.00 Fixed Assets written off - 9,455.00

Operating profit before working capital changes 2,207,866.23 7,618,756.81

Movement in working capital:Increase/(Decrease) in Trade payables - (11,945,084.00) Increase/(Decrease) in short-term provisionsIncrease/(Decrease) in other current liabilities (482,264.00) 650,886.00 (Increase)/Decrease in trade receivables (348.00) - (Increase)/Decrease in inventories 1,695,835.00 208,450.00 (Increase)/Decrease in short-term loans and advances (31,943,640.63) 59,756,158.00 (Increase)/Decrease in other current assets - 214,832.00 Cash generated from operations (28,522,551.40) 56,503,998.81 Direct taxes paid 2,354,257.00 (204,777.00) Net Cash from operating activities A (30,876,808.40) 56,299,221.81

Cash flows from investing activities

(Increase)/decrease in investments 34,798,400.00 (62,997,800.00) Purchase of fixed assets (817,992.00) (650,496.00) Net cash used in investing activities B 33,980,408.00 (63,648,296.00)

Cash flows from financing activitiesProceeds from issue of equity shares - - Securities Premium - - Increase/decrease in share application moneyCapital reserve - - Net cash used in financing activities C - -

Net increase / (decrease) in cash and cash equivalent A+B+C 3,103,599.69 (7,349,074.28) Cash and cash equivalents as at the beginning of the year 792,736.72 8,141,811.00 Cash and cash equivalents as at the end of the year 3,896,336.41 792,736.72

Components of cash and cash equivalents

With banks in Current accounts 738,082.02 166,694.72 Cash in hand 3,158,254.39 626,042.00 Cash and cash equivalents (note 15) 3,896,336.41 792,736.72

Summary of significant accounting policies 2.1

As per our report of even date

Auditor'sAlok Sinhal & Co. For and on behalf of the Board of Directors of Chartered Accountants GOENKA BUSINESS & FINANCE LIMITED

Shailendra Kumar MishraPartner PRASHANT GHANSHYAMBHAI UKANI RAJU SINGHM.No. 517253 Director DirectorFRN 013811N DIN 03406521 DIN 06739907

Place: New DelhiDate: 12/08/2016 JAYRAJ KISHORBHAI SELARA NITIXA RAMANUJ

CFO Company SecretaryPAN BFCPS8458C PAN BVBPR88 B

GOENKA BUSINESS AND FINANCE LIMITED ANNUAL REPORT -

Page 56


Notes to financial statements for the year ended as on st March

Nature of operations

Basis of preparation

. Significant Accounting Policies

i Use of Estimates

ii Tangible Fixed Assets

iii Depreciation on Tangible Fixed Assets

Rates WDV. %. %. %. %. %iv )mpairment

v Revenue Recognition

a )nterest

vi Current and Deferred Tax

viii Foreign currency transactions and balances

a )nitial recognition

b Conversion

c Exchange differences

vii Eaning Per Share

viii Provisions and Contingent Liabilities

There is no contingent liability as on st March .

A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodyingeconomic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are notdiscounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimatesare reviewed at each reporting date and adjusted to reflect the current best estimates.A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of oneor more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that anoutflow of resources will be required to settle the obligation.

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between thereporting currency and the foreign currency at the date of the transaction/average rate.Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated ina foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or othersimilar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.Exchange differences arising on the settlement of monetary items or on reporting Company's monetary items at rates different from those at which theywere initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which theyarise. There is no foreign currency transactions during the year.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to theextent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. )nsituations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtualcertainty supported by convincing evidence that they can be realised against future taxable profits.At each balance sheet date the Company re-assesses unrecognised deferred tax assets. )t recognises unrecognised deferred tax assets to the extent thatit has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which suchdeferred tax assets can be realised.Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

MobileCarPrinter

The company is carrying on the business of an investment company and to invest-in, acquire or hold shares, bonds, securities, etc. )ts main business is toacquire and hold and otherwise deal in the moneys from time to time in such manner as may be determined to borrow and raise money with or withoutsecurity and/or by the issue or sale of any bonds, mortgages, debentures and to devote any money so raised to any of the objects of all kinds upon suchterms as may be arranged.These financial statements have been prepared to comply in all material aspects with the Generally Accepted Accounting Principles in )ndia, )ndianAccounting Standards as notified under section C [Companies Accounting Standards Rules, , as amended] and the relevant provisions ofthe Companies Act, . These financial statements have been prepared under the historical cost convention on an accrual basis. The accountingpolicies have been consistently applied by the Company and are consistent with those used in the previous year.The preparation of the financial statements in conformity with Generally Accepted Accounting Principles GAAP . )t requires management of theCompany to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures relating to contingent liabilitiesas of the date of the financial statements and the results of operations during the reporting period. Although these estimates are based uponmanagement’s best knowledge of current events and actions, actual results could differ from these estimates.Tangible fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment losses. The cost comprises purchase price,borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Anytrade discounts and rebates are deducted in arriving at the purchase price.Subsequent expenditure related to an item of tangible fixed asset is added to its book value only if it increases the future benefits from the existing assetbeyond its previously assessed standard of performance. All other expenses on existing tangible fixed assets, including day-to-day repair andmaintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses areincurred.Depreciation is provided using the Written Down Value Method as per the rates prescribed under schedule )) of the Companies Act, .

The company assesses at each balance sheet date whether there is any indication that an asset may be impaired. )f any such indication exists, thecompany estimates the recoverable amount of the assets. )f such recoverable amount of the asset or the recoverable amount of cash-generating unit towhich the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as animpairment loss and is recognized in the profit and loss account. )f at the balance sheet date there is an indication that a previously assessedimpairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum ofdepreciable historical cost.Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

)nterest is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities inaccordance with the )ndian )ncome Tax Act, enacted in )ndia and tax laws prevailing in the respective tax jurisdictions where the companyoperates.The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversalof timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the reportingdate.

DescriptionFurniture and FixturesComputer

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted averagenumber of equity shares outstanding during the period.

Page 57

TOTAL BALANCE L)FE

BALANCE AS ON. .

ADD)T)ON/DELET)ON

BALANCE AS ON

. .

BALANCE AS ON

. .

DUR)NG T(E YEAR

BALANCE AS ON. .

W.D.V. AS ON

. .

W.D.V. AS ON

. .FURNITURE & FIXTURE , - , , , , , , COMPUTER , - , , , , , , MOBILE , - , , , , , CAR - , , - , , , - PRINTER , - , , , , , , , , , , , , , , , , , ,

DATE OF PURC(ASE OF F)XED ASSETSPART)CULARS AMOUNT DOPFURNITURE & FIXTURE , . ., . ., . .MOBILE , . .PRINTER , . .CAR , . .

Total , ,

CURRENT YEAR TOTAL

COMPUTER

GOENKA BUS)NESS & F)NANCE L)M)TEDDEPREC)AT)ON ON F)XED ASSETS AS PER COMPAN)ES ACT' FOR F.Y. -

SR.NO. PART)CULARS

USEFUL L)FE YEARS GROSS BLOCK DEPREC)AT)ON NET BLOCK

Page 58

GOENKA BUSINESS & FINANCE LIMITED Regd. Office: 15B, kalakar Street, 1st Floor, West Bengal- 700007

CIN: L67120WB1987PLC042960 Website: www.goenkabusinessfinancelimited.in

E-mail Id: [email protected] Ph: 0281- 2239322

ATTENDANCE SLIP (To be handed over at the entrance of the meeting hall)

29th ANNUAL GENERAL MEETING – SEPTEMBER 30, 2016

Members’ Name and Address details

Reg. Folio No.

DP & Client No.

No. of Shares Held

I certify that I am a registered Shareholder/Proxy for the registered shareholder of the Company. I

hereby record my presence at the 29th Annual General Meeting of the Company at 18, Rabindra Sarani,

Poddar Court, Gate No. 4, 4th Floor, Room no. 3, Kolkata, 700001 at 11.00 a.m. on Friday, the 30th

September, 2016.

Member’s Name: ____________ Proxy’s Name:_______________

Member’s/Proxy’s Signature________________

ELECTRONIC VOTING PARTICULARS

Electronic Voting Sequence Number (EVSN)

User id Password

Please use existing user id and password

Note: Please refer to the instruction printed under the Notes to the Notice of the 29th Annual General

Meeting. The E-voting period starts Tuesday, 27-09-2016 at 9:00 am IST and ends on Thursday 29-09-

2016 at 5:00 pm IST. The E-Voting portal shall be disabled by CDSL immediately after 5:00 pm IST on

29-09-2016

Page 59


GOENKA BUSINESS & FINANCE LIMITED Regd. Office: 15B, kalakar Street, 1st Floor, West Bengal- 700007

CIN: L67120WB1987PLC042960 Website: www.goenkabusinessfinancelimited.in

E-mail Id: [email protected] Ph: 0281- 2239322

Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

Name : E-mail Id:

Address:

Signature , or failing him

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29th Annual General Meeting

of the company, to be held on Friday, the 30th day of September at 11:00 A.M. at 18, Rabindra Sarani, Poddar Court, Gate No. 4, 4th Floor, Room no. 3, Kolkata, 700001 and at any adjournment thereof in respect of such

resolutions as are indicated below:

Sl.

No.

Resolution(S) I /we assent to

the Resolution

(FOR)

I /we

dissent to

the

Resolution

(AGAINST)

1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the financial year 31st March, 2016

2. To consider the appointment of Statutory Auditors of the company and to fix their remuneration .

3. Appointment of Mrs. Urmilaben Sharadbhai Talsaniya (DIN: 07536129) as Whole- time Director of the Company.

4. Appointment of Mr. Prashant Ghanshyambhai Ukani (DIN: 03406521) as Director of the Company.

5. Appointment of Mr. Hardik Madhukumar Bhatt (DIN: 07388025) as Director of the Company.

* Applicable for investors holding shares in Electronic form. Signed this ___day of _____20___ Signature of Shareholder Signature of Proxy holder Signature of the shareholder

across Revenue Stamp Note: 1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2) The proxy need not be a member of the company.

ELECTRONIC VOTING PARTICULARS

EVEN (Remote E -Voting Event Number) USER ID PASSWORD

Notes: 1) Each equity share of the Company carries one vote.

2) Please read carefully the instructions printed overleaf before exercising the vote.

Affix

Revenue

Stamps

Page 60


ROAD MAP FOR VENUE OF THE 29th AGM

VENUE

18, Rabindra Sarani, Poddar Court, Gate No. 4, 4th Floor, Room No. 3,

Kolkata- 700007

Page 61

if undelivered , please return to:

Goenka Business & Finance Limited

15B, kalakar Street,

1st Floor, Kolkata- West Bengal- 700007

Page 62

29 annual report - bseindia.com · 15/b, 1st floor, kalakar street, kolkata, west bengal-700007....

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