G~ GOENKA BUSINESS FINANCE'LTD. · 2019. 9. 4. · Dharmik ~gWi SECftETARY I AUTHOftlSED SIGtv.nm1 Company Secretary & Compliance Officer Your Faithfully, Thanking You Kindly take

B [email protected] S www.goenkabusinessfinancelimited.in

Encl: As above.

f8~o~AA~~eY~~~~~l~~NCE LTD.

0-Rc::§p)~{I~ . Dharmik ~gWi SECftETARY I AUTHOftlSED SIGtv.nm1 Company Secretary & Compliance Officer

Your Faithfully,

Thanking You

Kindly take the same on your records.

Annual Report ls being dispatched/sent to the members, whose names appeared on the register of members dated 23'dAugust, 2019.

32ndAnnual Report 2018-19 of the Company is also available.at website of the Company.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and amendments thereof, we are submitting herewith 32ndAnnual Report 2018-19 of the Company along with the Notice of the AGM for the Financial Year 2018-19.

Dear Sir/ Madam,

BSE Script Code:538787, MSEI ISIN:INE997C01015, CSE Script Code:17407

Sub: 32nd Annual Report of the Company

To, The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata- 700001

Metropolitan Stock Exchange of India Limited Vibgyor Towers, 4th Floor, Plot no.C62, G-block, Opp. Trident Hotel, BandraKurla Complex, Bandra(E) Mumbai-400098(1ndia)

To, To, Department of Corporate Services BSE Limited, Ground Floor, PJ Towers, Dalal Street Fort, Mum ba i-400001

GBFL/SEC. DEP /2019-20/027 Date: 04.09.2019

q Corporate Office : · C-1003, 10th Floor, Titanium City Centre, Opp. Seema Hall, Prahladnagar, · Ahmed a bad -380015. 0 +919978622878

q Registered Office : . 18, Rabindra Sarani Poddar Court, . Gate No.4, 2nd Floor, Room No. 17, Kolkata-700001. 0 +9190514668474

G~ GOENKA BUSINESS & FINANCE'LTD.

1 | P a g e

32nd ANNUAL REPORTGoenka Business & Finance Limited

2018-19

2 | P a g e

CORPORATE INFORMATIONBOARD OF DIRECTORS

Mr. Hemal Gohel Non Executive Non Independent Director (DIN-07830036)Mr. Yasin Abdul Sattar Gori Executive & Whole Time Director (DIN-08221979)Mr. Shailesh Ramniklal Chandarana Non Executive Independent Director (DIN- 00798567)Mrs. Binaliben Sharma Non Executive Independent Director (DIN- 08372549)Mr. Bhavikkumar Prajapati Executive Non Independent Director (DIN- 08480627)

CHIEF FINANCIAL OFFICER - Mr. Bhavikkumar Prajapati

COMPANY SECRETARY - Mr. Dharmik Solanki

REGISTERED OFFICE

18, Rabindra Sarani,Poddar Court, Gate No.4,2nd Floor, Room No.17,Kolkata-700001.Ph No (91-033) 22250016

CORPORATE OFFICE

C-1003, Titanium City CenterNear Sachine Tower,100 Ft Ring Road,SatelliteAhmedabad 380015

AUDITORS

M A A K & AssoicatesChartered AccountantICAI Firm Registration:325639E

BANKERS

Indusind Bank Ltd.Axis Bank LimitedRBL Bank

CORPORATE IDENTITY NUMBER : L67120WB1987PLC042960

AUDIT COMMITTEE

Mrs. Binaliben Sharma - ChairPersonMr. Shailesh Ramniklal Chandarana - MemberMr. Yasin Abdul Sattar Gori - MemberMr. Dharmik Solanki - Secretary

3 | P a g e

NOMINATION & REMUNERATION COMMITTEE

Mr. Shailesh Ramniklal Chandarana - ChairmanMrs. Binaliben Sharma - MemberMr. Hemal Gohel - Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Hemal Gohel - ChairmanMrs. Binaliben Sharma - MemberMr. Mr. Yasin Abdul Sattar Gori - Member

REGISTRAR & SHARE TRANSFER AGENTS

M/s. ABS CONSULTANT PVT. LTD,99 Stephen House, 6th Floor,4, B.B.D Bagh (E),Kolkata- 700001, W.BPhone Nos. :(033) 2230-1043, 2243-0153,Email Id: [email protected]

LISTED AT : The CSE Limited, BSE Limited and MSEI Limited

DEMAT ISIN NUMBER IN NSDL & CDSL: INE997C01015

WEBSITE : www.goenkabusinessfinancelimited.in

INVESTOR E-MAIL ID: [email protected]

4 | P a g e

NOTICE

Notice is hereby given that the 32nd Annual General Meeting of members of Goenka Business &Finance Limited will be held on Friday, the 27th August, 2019 at 10:00 A.M 18, Rabindra Sarani,Poddar Court, Gate No. 4, 2nd Floor, Room no. 17, Kolkata, 700001 to transact the followingbusiness :

ORDINARY BUSINESS

1. To receive, consider and adopt the Directors’ Report, the Audited Statement of Profit &Loss for the financial year ended 31st March, 2019 and the Balance Sheet as at that date and theAuditors’ Report thereon.

2. To appoint a director in place of Mr. Hemal Gohel, Director (DIN-07830036), who retires byrotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS3. Appointment of Mrs. Binaliben Nimeshkumar Sharma (DIN : 08372549) as an IndependentDirector for an initial period of five years:

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

“RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions of theCompanies Act, 2013 read together with relevant rules made thereunder, including any statutorymodification(s), re-enactment thereof for the time being in force, Mrs. Binaliben NimeshkumarSharma (DIN : 08372549) appointed as an Additional Director of the company pursuant to Section161 of the Companies Act, 2013 and who holds office up to the date of this Annual GeneralMeeting and being eligible offer himself for appointment as Independent Director of theCompany and in respect of whom the Company has received a notice in writing from a memberproposing his candidature for the office of Director, and whose appointment has beenrecommended by the Nomination and Remuneration Committee be and is hereby appointed asan Independent Director of the Company, not liable to retire by rotation, for a term of five yearscommencing 29th January, 2019 to 28th January, 2024.”

4. Appointment of Mr. Shailesh Ramniklal Chandarana (DIN : 00798567) as an IndependentDirector for an initial period of five years


“RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions of theCompanies Act, 2013 read together with relevant rules made thereunder, including any statutorymodification(s), re-enactment thereof for the time being in force, Mr. Shailesh RamniklalChandarana (DIN : 00798567) appointed as an Additional Director of the company pursuant toSection 161 of the Companies Act, 2013 and who holds office up to the date of this AnnualGeneral Meeting and being eligible offer himself for appointment as Independent Director of theCompany and in respect of whom the Company has received a notice in writing from a memberproposing his candidature for the office of Director, and whose appointment has beenrecommended by the Nomination and Remuneration Committee be and is hereby appointed asan Independent Director of the Company, not liable to retire by rotation, for a term of five yearscommencing 14th August, 2019 to 13th August, 2024.”

5 | P a g e

5. To Consider the Regularization of Mr. Bhavikkumar Shankarlal Prajapati (DIN: 08480627) AsDirector of the Company:


“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicableprovisions, 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), andthe applicable regulations of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (including any modification(s) or re-enactment forthe time being in force), Mr. Bhavikkumar Shankarlal Prajapati (DIN: 08480627), who wasappointed as an Additional Director of the Company with effect from May 30, 2019, and whoholds office only upto the date of this Annual General Meeting and in respect of whom theCompany has received a notice in writing under Section 160 of the Act proposing his candidaturefor the office of Director of the Company, be and is hereby appointed as a Director of theCompany, liable to retirement by rotation.”

6. To Consider and approved of Mr. Yasin Gori (DIN: 08221979) As an Whole Time Director ofthe Company:


“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicableprovisions, 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), andthe applicable regulations of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (including any modification(s) or re-enactment forthe time being in force), Mr. Yasin Gori (DIN: 08221979), who was appointed as an Whole timeDirector of the Company with effect from 22nd April, 2019 up to 21St April 2024, be and is herebyappointed as an Whole time Director of the Company, For a Period Of Five Years.”

7. To consider and, if thought fit, to pass with or without modification(s), the followingResolution as Special Resolution for Borrowing the money:

“RESOLVED that pursuant to Section 180(1)(c) and other applicable provisions, if any, of theCompanies Act, 2013, as amended from time to time, the consent of the members of the Companybe and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the“Board” which term shall include any committee thereof for the time being exercising the powersconferred on the Board by this Resolution), to borrow from time to time, any sum or sums ofmonies, which together with the monies already borrowed by the Company (apart from temporaryloans obtained or to be obtained from the Company’s bankers in the ordinary course of business),may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say,reserves not set apart for any specific purpose, provided that the total outstanding amount soborrowed shall not at any time exceed the limit of Rs. 250 Crores (Both funded and non-funded) atany one point of time”

6 | P a g e

RESOLVED FURTHER THAT the Board of Director be and is hereby authorized to negotiate limits withthe Bankers for availing the funded and non-funded bank limits (including guarantees facilities),determine the terms and conditions including fixing the rate of interest, tenor etc. for eachborrowing and for such purpose create and place fixed deposits as collateral execute loanagreement, Demand promissory Notes, Pledge/ Hypothecation agreement, and other documentsand deeds, receipts, acknowledgements and discharge in connection with the borrowings of theCompany within the funded and non-funded borrowing limits as prescribed above.

RESOLVED FURTHER THAT the authority be and is hereby granted to issue short term and long termdebt instruments of the Company, including by way of issue of Debentures or such otherinstruments like commercial papers etc. in one or more tranches, such that the total outstandingborrowing by way of issue of such instruments outstanding at any one point of time shall not exceedaforesaid limit.

RESOLVED FURTHER THAT Board of Directors of the company be and is hereby authorized to do allsuch acts deeds and things as may be necessary in this regard including but not limited to thedelegation of powers to any director or committee of directors or any others person as it may deemfit subject to the provision of the Companies Act, 2013.”

8. To consider and, if thought fit, to pass with or without modification(s), the followingResolution as Special Resolution for increasing the Loan and investment limits::

“RESOLVED THAT pursuant to provision of Section 186 and other applicable provision of theCompanies Act, 2013, if any, and in supersession of the earlier resolution passed with regard toLoan and investment activity of the Company, the consent of the Company be and is herebyaccorded to the Board of Directors of the Company (hereinafter referred to as ‘the Board’ whichterm shall be deemed to include any Committee which the Board may have constituted orhereinafter constitute to exercise its powers including the powers conferred by this Resolution)to

1. make loans from time to time on such terms and conditions as it may deem expedient toany person or other bodies corporate;

2. give on behalf of any person, body corporate, any guarantee, or provide security inconnection with a loan made by any other person to, or to any other person by any bodycorporate; and

3. acquire by way of subscription, purchase or otherwise the securities of any other bodycorporate, in excess of the limits prescribed under Section 186 of the Act up to an aggregate sumof Rs. 150 Crores,

7 | P a g e

RESOLVED FURTHER THAT Board of Directors of the company be and is hereby authorized to doall such acts deeds and things as may be necessary in this regard including but not limited to thedelegation of powers to any director or committee of directors or any others person as it maydeem fit subject to the provision of the Companies Act, 2013.

For and on behalf of the Board

M/S GOENKA BUSINESS FINANCE LIMITED

Date: 30.08.2019

Place: Ahmedabad SD/-Mr. Dharmik SolankiCompany Secretary

8 | P a g e

GOENKA BUSINESS & FINANCE LIMITED

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND ANDVOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE SHALL BE DEPOSITED AT THE CORPORATEOFFICE OF THE COMPANY BY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy onbehalf of not more than fifty (50) members and holding in aggregate not more than 10% of the totalshare capital of the Company carrying voting rights. However a Member holding more than 10% ofthe total share capital of the Company carrying voting rights may appoint a single person as proxy,who shall not act as a proxy for any other person or shareholder. The appointment of proxy shall bein the Form No. MGT.11 annexed herewith.

2. The Register of Members and Share Transfer Books of the Company will remain closed from 21st

September, 2019 to 27th September, 2019 (Both days inclusive).

3. Members holding shares in the electronic form are requested to inform any changes inaddress/bank mandate directly to their respective Depository Participants.

4. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance withtheir specimen signature(s) registered with the Company for admission to the meeting hall.Members who hold shares in de materialized form are requested to bring their Client ID and DP IDNumbers for identification.

5. Corporate Members are requested to send to the Company’s Registrar & Transfer Agent, a dulycertified copy of the Board Resolution authorizing their representative to attend and vote at theAnnual General Meeting.

6. In case of joint holders attending the Meeting, only such joint holders who are higher in the order ofnames will be entitled to vote.

Members holding shares in electronic form may note that bank particulars registered against theirrespective registered accounts will be used by the Company for the payment of dividend. TheCompany or its Registrar and Share Transfer Agent cannot act on any request received directly fromthe members holding shares in electronic form for any change of bank particulars or bank mandates.Such changes are to be advised only to the Depository Participant of the members.

The Securities and Exchange Board of India has mandated submission of Permanent AccountNumber (PAN) by every participant in securities market. Members holding shares in demat form are,therefore, requested to submit PAN details to the Depository Participants with whom they havedemat accounts. Members holding shares in physical form can submit their PAN details to theCompany/ Registrar and Share Transfer Agents (M/s. ABS Consultant Pvt. Ltd.)

As a measure of austerity, copies of the annual report will not be distributed at the Annual GeneralMeeting. Members are therefore, requested to bring their copies of the Annual Report to theMeeting.

9 | P a g e

Members holding shares in the same name under different ledger folios are requested to apply forConsolidation of such folios and send the relevant share certificates to M/S. ABS CONSULTANT PVT.LTD, Share Transfer Agents of the Company for their doing the needful.

7. Members are requested to send their queries at least 10 days before the date of meeting so thatinformation can be made available at the meeting

8. In respect of shares held in physical mode, all shareholders are requested to intimate changes, ifany, in their registered address immediately to the registrar and share transfer agent of thecompany and correspond with them directly regarding share transfer/transmission /transposition,Demat / Remat, change of address, issue of duplicate shares certificates, ECS and nominationfacility.

9. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate aperson on whom the shares held by him/her shall vest in the event of his/her death. Membersdesirous of availing this facility may submit nomination in prescribed Form-SH-13 to thecompany/RTA in case shares are held in physical form, and to their respective depositoryparticipant, if held in electronic form

10. Electronic copy of the Annual Report for 2018-2019 is being sent to all the members whose email IDsare registered with the Company/Depository Participants(s) for communication purposes unless anymember has requested for a hard copy of the same. For members who have not registered theiremail address, physical copies of the Annual Report for 2018-2019 is being sent in the permittedmode.

11. Members may also note that the Notice of the 32nd Annual General Meeting and the Annual Reportfor 2018-2019 will also be available on the Company’s websitewww.goenkabusinessfinancelimited.in for their download. The physical copies of the aforesaiddocuments will also be available at the Company’s Registered Office for inspection during normalbusiness hours on working days. Even after registering for e-communication, members are entitledto receive such communication in physical form, upon making a request for the same, by post free ofcost. For any communication, the shareholders may also send requests to the Company’s investoremail id: [email protected].

12. Voting through electronic means

Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, theCompany is pleased to provide the facility to Members to exercise their right to vote by electronicmeans. The Members, whose names appear in the Register of Members / list of Beneficial Ownersas on 20.09.2019, i.e. the date prior to the commencement of book closure date are entitled to voteon the Resolutions set forth in this Notice. The remote e-voting period will commence at 9.00 a.m.on Tuesday 24th of September, 2019 and will end at 5.00 p.m. on Thursday 26th of September, 2019.The facility for voting through electronic voting system (‘Insta Poll’) shall be made available at themeeting and the members attending the meeting who have not cast their vote by remote e-votingshall be able to vote at the meeting through ‘Insta Poll’. The Company has appointed Mr. AkhilAgarwal, Practising Company Secretary, to act as the Scrutinizer, to scrutinize the Insta Poll andremote e-voting process in a fair and transparent manner. The Members desiring to vote throughremote e-voting refer to the detailed procedure given hereinafter.

10 | P a g e

Procedure for remote e-voting

I. The Company has engaged the services of ABS Consultant Pvt Ltd for facilitating remote e-votingfor AGM. The instructions for remote e-voting are as under:

(Log on to the e-voting website: www.evotingindia.com during the voting period.

a. Click on “Shareholders” tabb. Now, select Electronic Voting Sequence No. as mentioned in the Attendance Slip along with

“GOENKA BUSINESS FINANCE LIMITED” from the drop down menu and click on “SUBMIT”.c. Now Enter your User ID (as mentioned in the Attendance Slip) :

i. For CDSL: 16 digits beneficiary ID,ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,iii. Members holding shares in Physical Form should enter Folio Number registered with theCompany.

d. Next enter the Image Verification as displayed and Click on Login.e. 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.f. However, if you are a first time user, please use the e-Voting particular provided in the

Attendance Slip and fill up the same in the appropriate boxes:g. After entering these details appropriately, click on “SUBMIT” tab.h. 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 newpassword field.

i. Kindly note that this password is to be also used by the demat holders for voting forresolutions of any other company on which they are eligible to vote, provided that companyopts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your password confidential.

j. For Members holding shares in physical form, the details in Attendance Slip can be used onlyfor e-voting on the resolutions contained in this Notice.

k. Click on the relevant EVSN “GOENKA BUSINESS FINANCE LIMITED” for which you choose tovote.

l. 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 youassent to the Resolution and option NO implies that you dissent to the Resolution.

m. Click on the “Resolutions File Link” if you wish to view the entire Resolutions.n. 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 tochange your vote, click on “CANCEL” and accordingly modify your vote.

o. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify yourvote.

p. You can also take out print of the voting done by you by clicking on “Click here to print”option on the Voting page.

q. If Demat account holder has forgotten the changed password then enter the User ID andimage verification code click on Forgot Password & enter the details as prompted by thesystem.

r. For Non – Individual Shareholders and Custodians:

Non Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians arerequired to log on tohttps://www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe e-mailed to [email protected].

11 | P a g e

After receiving the login details a Compliance user should be created using the admin loginand password. The Compliance User would be able to link the account(s) for which theywish to vote on.

The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would be able to casttheir vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favor of the Custodian, if any, should be uploaded in PDF format in the system forthe scrutinizer to verify the same

II. In case of any queries, you may refer to the ‘Frequently Asked Questions’ (FAQs) and e-votingmanual available at www.evotingindia.com under help section or write an email [email protected] or call at 18002005533.

III. If you are already registered with e-voting then you can use your existing User ID and Passwordfor casting vote.

IV. The voting rights shall be as per the number of equity share held by the Member(s) as on20.09.2019 Members are eligible to cast vote electronically only if they are holding shares as on thatdate.

V .The Companies (Management and Administration) Amendment Rules, 2015 provides that theelectronic voting period shall close at 5.00 p.m. on the date preceding the date of AGM. Accordingly,the voting period shall commence at 9.00 a.m. on Tuesday 24th of September, 2019 and will end at5.00 p.m. on Thursday 26th of September, 2019. The e-voting module shall be disabled at 5.00 p.m.on the same day.

VI. Once the vote on a resolution is cast by a member, the member shall not be allowed tochange it subsequently.

VII. The members who have cast their vote by remote e-voting may also attend the meeting butshall not be entitled to cast their vote again.

VIII. The results shall be declared on or after the AGM. The results along with the Scrutinizer’sReport, shall also be placed on the website of the Company. In compliance with provisions of Section108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the32nd Annual General Meeting (AGM) by electronic means and the business may be transactedthrough e-Voting Services provided by M/s ABS Consultant Private Limited.

13. The voting rights of shareholders shall be in proportion to their shares of the paid up equity sharecapital of the Company as on the cut-off date 20.09.2019.

14. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained underSection 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which thedirectors are interested under Section 189 of the Companies Act, 2013, will be available forinspection at the AGM.

12 | P a g e

15. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April29, 2011 respectively), has undertaken a ‘Green Initiative in Corporate Governance’ and allowedcompanies to share documents with its shareholders through an electronic mode. Members arerequested to support this green initiative by registering/uploading their email addresses, in respectof shares held in dematerialized form with their respective Depository Participant and in respect ofshares held in physical form with the Company’s Registrar and Share Transfer Agents.

For and on behalf of the BoardM/S GOENKA BUSINESS FINANCE LIMITED

Date:30.08.2019Place: Ahmedabad SD/-

Mr. Dharmik SolankiCompany Secretary

13 | P a g e 2 0 1 8 - 1 9

ANNEXURE TO NOTICE:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following explanatory Statement pursuant to provisions of Section 102 of the Companies Act, 2013(including any statutory modification(s) thereto or re-enactment(s) thereof for the time being in force), sets outall material facts relating to the business items of the accompanying Notice.

SPECIAL BUSINESS:

ITEM NO: 3

The Board of Directors based on the recommendation of Nomination and Remuneration Committee hadappointed Mrs. Binaliben Nimeshkumar Sharma (DIN: 08372549) Additional Director w.e.f 29th January,2019. In the opinion of the Board, Mrs. Binaliben Sharma fulfills the conditions specified in the Act, Rulesand Listing Regulations for appointment as Independent Director and is independent of the management ofthe Company. Copy of draft Letter of Appointment of Mrs. Binaliben Sharma as an Independent Directorsetting out terms and conditions would be available for inspection without any fee for the members at theCorporate office of the company during 11.00 A.M. to 1.00 P.M. on all working days.

The Board considered that his association would be of immense benefit to the Company and is desirable toavail services of Mrs. Binaliben Sharma as an Independent Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mrs. Binaliben Sharma asan Independent Director, for the approval by the shareholders of the Company.

The Company has received declaration from Mrs. Binaliben Sharma to the effect that he meets the criteriaof independence as provided in Section 149(6) of the Act read with the rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations.

Except Mrs. Binaliben Sharma, being an appointee, none of the Directors and Key Managerial Personnel ofthe Company and their relatives is concerned or interested, financial or otherwise, in the resolution set outin item No.3.

ITEM NO: 4

The Board of Directors based on the recommendation of Nomination and Remuneration Committee hadappointed Mr. Shailesh Chandarana Additional Director w.e.f 29th January, 2019 and Change of Designationfrom Additional Director to Non Executive Independent Director as on 14th August, 2019. In the opinion ofthe Board, Mr. Shailesh Chandarana fulfills the conditions specified in the Act, Rules and Listing Regulationsfor appointment as Independent Director and is independent of the management of the Company. Copy ofdraft Letter of Appointment of Mr. Shailesh Chandarana as an Independent Director setting out terms andconditions would be available for inspection without any fee for the members at the Corporate office of thecompany during 11.00 A.M. to 1.00 P.M. on all working days.

The Board considered that his association would be of immense benefit to the Company and is desirable toavail services of Mrs. Binaliben Sharma as an Independent Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. Shailesh Chandaranaas an Independent Director, for the approval by the shareholders of the Company.

14 | P a g e 2 0 1 8 - 1 9

The Company has received declaration from Mr. Shailesh Chandarana to the effect that he meets thecriteria of independence as provided in Section 149(6) of the Act read with the rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations.

Except Mr. Shailesh Chandarana, being an appointee, none of the Directors and Key Managerial Personnelof the Company and their relatives is concerned or interested, financial or otherwise, in the resolution setout in item No.4.

ITEM NO: 5

Mr. Bhavikkumar Prajapati was appointed as an Additional Director w.e.f. May 30, 2019 in accordance withthe provisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company.

Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of theensuing Annual General Meeting. In this regard the company proposing Mr. Bhavikkumar Prajapaticandidature for appointment as Director of the Company in accordance with the provisions of Section 160and all other applicable provisions of the Companies Act, 2013. The Board feels that presence of Mr.Bhavikkumar Prajapati on the Board is desirable and would be beneficial to the company and hencerecommend resolution No. 5 for adoption.

None of the Directors, except Mr. Bhavikkumar Prajapati and Key Managerial Personnel of the Company ortheir relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The Board recommends resolutions under Item No. 5 to be passed as an ordinary resolution.

ITEM NO: 6

Mr. Yasin Gori was appointed as an Whole time Director w.e.f. April 22, 2019 in accordance with theprovisions of Section 152 and 161 of the Companies Act, 2013 and Article of Association of the Company.

Pursuant to Section 152 and 161 of the Companies Act, 2013 the above director appoint Whole timeDirector of the Company for a term of Five years Subject to approval of the Shareholder. In this regard thecompany proposing Mr. Yasin Gori candidature for appointment as Director of the Company in accordancewith the provisions of Section 152 and 162 and all other applicable provisions of the Companies Act, 2013.The Board feels that presence of Mr. Yasin Gori was on the Board is desirable and would be beneficial to thecompany and hence recommend resolution No. 6 for adoption.

None of the Directors, except Mr. Yasin Gori was and Key Managerial Personnel of the Company or theirrelatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The Board recommends resolutions under Item No. 6 to be passed as an ordinary resolution.

ITEM NO: 7

Section 180 (1) (c) of the Companies Act, 2013 permits the Company to borrow money along with the moneyalready borrowed by the Company, except the temporary loans obtained from the Companies banker inordinary course of business, beyond the paid –up capital and free reserve of the Company, only if the same isapproved by the Members of the Company.

15 | P a g e 2 0 1 8 - 1 9

Hence, members of the Company are requested to give their approval to borrow the money along with themoney already borrowed by the Company in excess of its paid –up capital and free reserve i.e. Up to Rs. 250Crores.

None of the Directors, Key Managerial Personnel or their respective relatives are concerned or interested inthe Resolution except to the extent of their shareholding, if any, in the Company.

ITEM NO: 8

Section 186 of the Companies Act, 2013 permits the Company to invest the surplus funds of the Company inshares and securities of the any other body corporates in excess of the 60% of the aggregate of the paid-upshare capital and free reserves and securities premium account of the Company or 100% of its free reservesand securities premium account of the Company, whichever is more, if the same is approved by the membersof the Company.

Hence, members of the Company are requested to give their approval to invest the surplus funds of theCompany in excess of the Hundred per cent of its free reserves and securities premium account of theCompany.

None of the Directors, Key Managerial Personnel or their respective relatives are concerned or interested inthe Resolution except to the extent of their shareholding, if any, in the Company.

16 | P a g e 2 0 1 8 - 1 9

Details of Directors Proposed to be appointed/re-appointed at the Annual General Meeting:

Pursuant to Regulation 36(3) of Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, the details of the Directors seeking appointment/re-appointment at theforthcoming Annual General Meeting are provided as under :-

Name of Director Shailesh Chandarana Bhavikkumar ParajapatiDate of Birth 19/06/1957 08/09/1980Date of Appointment 29/01/2019 30/05/2019Expertise in specific functional area(Experience in years)

Finance Administation & Trading

Qualification Graduation GraduationShareholding in the Company (either personally or onbeneficial basis)

NIL NIL

List of other Public Limited Companies inwhich Directorship held

NIL NIL

Chairman/Member of the Committees of theBoard across all Public Companies in which he is a Director

NIL NIL

Chairman/Member of the Committees of theBoard of the Company

NIL NIL

Disclosure of relationships between Directors inter-se andother Key Managerial Personnel

None None

Terms and conditions of appointment / re-appointment For 5 years Liable to retire by roatation

Number of Board Meetings attended during the year (2018-19) 3 (Three) NA

Name of Director Binaliben Sharma Yasin GoriDate of Birth 02/12/1990 21/11/1989Date of Appointment 29/01/2019 19/09/2018Expertise in specific functional area(Experience in years)

Finance Finance, Taxation &Accounting

Qualification Graduation GraduationShareholding in the Company (either personally or onbeneficial basis)

NIL NIL

List of other Public Limited Companies inwhich Directorship held

NIL NIL

Chairman/Member of the Committees of theBoard across all Public Companies in which he is a Director

NIL NIL

Chairman/Member of the Committees of theBoard of the Company

NIL NIL

Disclosure of relationships between Directors inter-se andother Key Managerial Personnel

None None

Terms and conditions of appointment / re-appointment For 5 years For 5 years

Number of Board Meetings attended during the year (2018-19) 3 (Three) 5 (Five)

17 | P a g e 2 0 1 8 - 1 9

BOARD’S REPORTTo the Members,

The Directors have pleasure in presenting before you the 32nd Annual Report of the Company together withthe Audited Statements of Accounts for the year ended 31st March, 2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2019 has been as under:

Particular 2018-19 2017-18Total Income 5,56,44,530 6,73,14,881Total Expenditure 6,43,20,964 7,40,41,896Profit before exceptional Items (67,27,015) (67,27,015)Less: Exceptional Items - -Profit before Tax (86,76,434) (67,27,015)Less: Provision for Current tax - -Add/(less): Deferred Tax Liability (1,38,789) -Net Profit after Tax (88,15,223) (67,27,015)Add: Brought forward fromprevious year

2,09,46,214 2,74,88,768

Less: Transfer to statutory Reserve - -Less: Contingent provision againststandard Assets - -

Less: Fixed Assets Adjustment - (1,84,462)Balance Carried to Balance Sheet 1,21,30,990 2,09,46,214

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31stMarch and the date of Board’s Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board’s Report there was no change in the nature of Business.

4. DIVIDEND:

Pursuant to regulation 43A of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“Listing Regulations”), No Dividend was declared for the current financialyear due to insufficient profit.

5. TRANSFER TO RESERVE:

Due to loss in the current and previous financial year, no amount has been transferred to General Reserve forcurrent and previous financial year.

18 | P a g e 2 0 1 8 - 1 9

6. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as at 31st March, 2019 stood at 1300.01 lacs. During the yearunder review there is no change in share capital of the Company.

7. SUBSIDIARY:

The Company does not have any subsidiary Company.

8. FIXED DEPOSIT:

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

9. BOARD MEETINGS:

The Board of Directors duly met 7 (Seven) times on 29.05.2018, 14.08.2018, 19.09.2018, 14.11.2018,29.01.2019, 11.02.2019 and 13.02.2019 and in respect of which meetings, proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

10. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

There has some change in the constitution of Board during the year under review i.e.

Sr.No.

Name Nature ofChanges

Designation Date

1. Mr. Yasin Gori Appointment Additional Director ( Executive-Non Independent Director)

19-09-2018

2. Mrs. UrmilabenSharadbhai Talsaniya

Resignation Whole time Director 14-11-2018

3. Mr. Raju Singh Resignation Non Executive - IndependentDirector

16-01-2019

4. Mr. Ram NarayanUpadhyay

Resignation Non Executive - IndependentDirector

16-01-2019

5. Mrs. Binaliben Sharma Appointment Additional Director (NonExecutive - Independent Director)

29-01-2019

6. Mr. Shailesh Chandarana Appointment Additional Director (Executive –Non Independent Director)

29-01-2019

7. Mr. Mahendra Khandave Appointment Additional Director (NonExecutive - Independent Director)

11-02-2019

11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Raju Singh, Mr. Ram Narayan Upadhyay, Mrs. BinalibenSharma and Mr. Mahendra Khandave Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act,2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

19 | P a g e 2 0 1 8 - 1 9

12. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Regulation 27(2) of theListing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

The Audit Committee comprises of three directors:

• Mrs. Binaliben Nimeshkumar Sharma- Chairperson - Independent Director• Mr. Mahendra Daulatrao Khandave – Member - Independent Director• Mr. Yasin Gori – Member – Executive Director

The Company Secretary acts as Secretary to the committee.

II. The terms of reference of the Audit Committee include a review of the following:

Overview of the Company’s financial reporting process and disclosure of its financial information toensure that the financial statements reflect a true and fair position and that sufficient and credibleinformation is disclosed.

Recommending the appointment and removal of external auditors, fixation of audit fee and alsoapproval for payment for any other services.

Discussion with external auditors before the audit commences, of the nature and scope of audit as wellas post-audit discussion to ascertain any area of concern.

Reviewing the financial statements and draft audit report including quarterly / half yearly financialinformation.

Reviewing with management the annual financial statements before submission to the Board, focusingon:1. Any changes in accounting policies and practices;2. Qualification in draft audit report;3. Significant adjustments arising out of audit;4. The going concern concept;5. Compliance with accounting standards;6. Compliance with stock exchange and legal requirements concerning financial statements and7. Any related party transactions

Reviewing the company’s financial and risk management’s policies. Disclosure of contingent liabilities. Reviewing with management, external and internal auditors, the adequacy of internal control

systems. Reviewing the adequacy of internal audit function, including the audit character, the structure of the

internal audit department, approval of the audit plan and its execution, staffing and seniority of theofficial heading the department, reporting structure, coverage and frequency of internal audit.

Discussion with internal auditors of any significant findings and follow-up thereon. Reviewing the findings of any internal investigations by the internal auditors into the matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the Board.

Looking into the reasons for substantial defaults in payments to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors.

Reviewing compliances as regards the Company’s Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 22.09.2018 and Chairman of theAudit Committee, attended previous AGM.

20 | P a g e 2 0 1 8 - 1 9

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committeeare given below:

The Company has complied with all the requirements of Regulation 27 of SEBI (LODR) Regulations 2015relating to the composition of the Audit Committee. During the financial year 2017-2018, (4) fourmeetings of the Audit Committee were held on the 29.05.2018, 14.08.2018, 14.11.2018 and 13.02.2019.

13. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of three directors:• Mr. Mahendra Daulatrao Khandave – Chairperson - Independent Director• Mrs. Binaliben Nimeshkumar Sharma- Member - Independent Director• Mr. Hemal Gohel – Member – Non Executive Director

Terms of reference:The main term of reference of the Committee is to approve the fixation/revision of remuneration of theManaging Director/Whole Time Director of the Company and while approving:

To take into account the financial position of the Company, trend in the industry, appointee’squalification, experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking a balance betweenthe interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognizetheir contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors,responsibilities shouldered, individual performance etc.

During the financial year 2018-19, Rs. 1,50,000.00 ( Rupees One Lakh Fifty Thousand Only) remuneration hasbeen paid to Mr. Yasin Gori Director of the Company.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders’ Relation Committee comprises of three Directors:

• Mr. Hemal Gohel – Chairperson – Non Executive Director• Mrs. Binaliben Nimeshkumar Sharma- Member - Independent Director• Mr. Yasin Gori – Member – Executive Director

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transfer of shares, Dematerialization ofShares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s) Consolidate and sub-division of share certificates etc. To redress, approve and dispose off any, other complaints, transactions and requests etc., received

from any shareholder of the company and investor in general.

21 | P a g e 2 0 1 8 - 1 9

The Board has delegated the power to process the transfer and transmission of shares to the Registrarand Share Transfer Agents, who process share transfers within a week of lodgement in the case ofshares held in physical form.

The Company has designated an exclusive e-mail ID called [email protected]/grievances.

15. RISK MANAGEMENT POLICY

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

16. VIGIL MECHANISM:

Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints fromemployees and Directors, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013 andregulation 22 of the Listing Regulations. Under this policy, your Company encourages its employees to reportany fraudulent financial or other information to the stakeholders, and any conduct that results in violation ofthe Company’s code of business conduct, to the management (on an anonymous basis, 32nd Annual Report2018-19 if employees so desire). Further, your Company has prohibited discrimination, retaliation orharassment of any kind against any employees who, based on the employee’s reasonable belief that suchconduct or practice have occurred or are occurring, reports that information or participates in theinvestigation. Mechanism followed under Ombuds process is appropriately communicated within theCompany across all levels and has been displayed on the Company’s intranet and website atwww.goenkabusinessfinancelimited.in.

17. DIRECTOR’S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained bythe Company, work performed by the internal, statutory, and secretarial auditors and the reviews performedby Management and the relevant Board Committees, including the Audit Committee, the Board is of theopinion that the Company’s internal financial controls were adequate and effective during the financial year2018-19. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to thebest of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;(b) The Directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany 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 inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;(d) The Directors had prepared the annual accounts on a going concern basis; and(e) The Directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.

22 | P a g e 2 0 1 8 - 1 9

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

18. STATUTORY COMPLIANCE:

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

19. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies ( Appointment andRemuneration of Managerial Personel) Rules, 2014, the Company has appointed M/s Aanal Satyawadi & Co.,Practicing Company Secretary to undertake the Secretarial Audit of the Company. Report of the SecretarialAudit in Form MR-3 for the financial year ended March 31, 2019 is enclosed as Annexure A to the Report.There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report.

20. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this AnnualReport (FORMAT IN ANNEXURE B)

21. STATUTORY AUDITORS:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof, for the time being in force), the Company hereby ratifies theappointment of M/s. M A A K & Associates, Chartered Accountants (ICAI Registration No.: 013811N), as theStatutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion ofThirty Three Annual General Meeting at such remuneration as may be mutually agreed between the Board ofDirectors of the Company and the Statutory Auditors.

22. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimermade—

(a) Statutory Auditors Report:

There were some qualification, reservation or adverse remark or disclaimer as reported by the statutoryauditor of the Company.

1. The company being in the business of providing secured and unsecured finance various types ofloans have been provided by the company to various parties on various terms and conditions. Wehave relied on management representation for the terms and conditions which were not covered inthe agreement for loans. Management has represented the terms of the agreement and we are notable to confirm the same with any other means. We are therefore not in a position to opine on thestatus of the various loans and advances, along with the provision made for the same, which in our

23 | P a g e 2 0 1 8 - 1 9

opinion differs from the prudential norms, however management has stated them to be properconsidering the loans being good and receivable.

2. The balances of loans and advances, debtor / creditors are subject to confirmation.

Explanation to Auditor’s Remarks:

The Company is in process of getting balance confirmation from the parties belonging to loans andadvances, debtor / creditors.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisionsof section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications oradverse remarks.

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

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

A. Conservation of Energy:

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

B. Technology Absorption:

1. Research and Development (R&D) : NIL2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NILForeign Exchange Outgo: NIL

24. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the CompaniesAct, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under reviewand as such, no amount on account of principal or interest on public deposits was outstanding as on the dateof the balance sheet.

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators orCourts or Tribunals impacting the going concern status and the company’s operations in future.

24 | P a g e 2 0 1 8 - 1 9

26. INTERNAL FINANCIAL CONTROLS AND AUDIT

Adequacy of Internal Financial Controls:

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

27. CREDIT & GUARANTEE FACILITIES:

The company has not taken any credit & Guarantee Facilities during the year under review.

28. CORPORATE SOCIAL RESPONSIBILTY POLICY:

In accordance with the requirements of the provisions of section 135 of the Act, the Company has constituteda Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSRCommittee is provided in the Corporate Governance Report.Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore ormore, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt anyCorporate Social Responsibility Policy.

29. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with relatedparties were in the ordinary course of business and on arm’s length basis. During the year, the Company hadnot entered into any contract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the policy of the company on materiality of related party transactions. Thedisclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 inForm AOC - 2 is enclosed herewith as Annexure-III

The Policy on materiality of related party transactions and dealing with related party transactions as approvedby the Board may be accessed on the Company’s website at www.goenkabusinessfinancelimited.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to The Bombay StockExchange Limited and Metropolitan Stock Exchanges Limited where the Company’s Shares are listed but TheCSE Limited are paid due to not received any invoice from that Stock Exchange.

25 | P a g e 2 0 1 8 - 1 9

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance refers to a set of systems, procedures and practices which ensure that the company ismanaged in the best interest of all corporate stakeholders i.e. shareholders, employees, suppliers, customersand society in general. Fundamentals of Corporate Governance include transparency, accountability andindependence. Your Company has been complying with all the requirements of the code of CorporateGovernance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of theDirectors’ Report and the certificate from the Statutory Auditor regarding compliance of condition ofCorporate Governance is annexed to the said Report.

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

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

34. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA2. Issue of shares with differential rights: NA3. Issue of shares under employee’s stock option scheme: NA4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA5. Buy back shares: NA6. Disclosure about revision: NA7. Preferential Allotment of Shares: NA

35. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with theCompany which in the Judgment of the Board may affect the independence of the Directors.

36. CEO/ CFO CERTIFICATION

The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions of Regulation 27(2) of thelisting agreement certifying that the Financial Statements do not contain any materially untrue statement andthese statements represent a true and fair view of the Company’s affairs and the same forms a part of thisreport.

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

26 | P a g e 2 0 1 8 - 1 9

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

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

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

No. of complaints received: Nil No. of complaints disposed off: Nil

39. ACKNOWLEDGEMENTS:

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

Your Directors also wish to place on record their appreciation of business constituents, banks and otherfinancial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL, axis Bank and IndusindBank etc. for their continued support for the growth of the Company.

For and on behalf of the BoardFor GOENKA BUSINESS FINANCE LIMITED

Place: KolkataDate: 30.08.2019 Sd/- Sd/-

Mr. Yasin Gori Mr. Hemal GohelDirector DirectorDIN: 08221979 DIN: 07830036

27 | P a g e 2 0 1 8 - 1 9

ANNEXURE “A” TO BOARD’S REPORT

FORM MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014]

To,The MembersGOENKA BUSINESS & FINANCE LTD18, Rabindra Sarani, Poddar Court,Gate No. 4, 2nd Floor, Room No.17,Kolkata-700001.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by Goenka Business & Finance Ltd (CIN: L67120WB1987PLC042960) (hereinaftercalled the ‘Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company and the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, theCompany has, during the audit period ended on 31st March, 2019, complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes and compliance-mechanism in placeto the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained bythe Company for the period ended on 31st March, 2019 according to the provisions of:

I. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;II. The Companies Act, 2013 (the Act) and the Rules made there under;III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the

extent of Foreign Direct Investment, Overseas Direct Investment and External CommercialBorrowings; (Not applicable during the reporting period under review)

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of IndiaAct, 1992 (‘SEBI Act’) to the extent applicable to the Company:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011 (Not applicable during the reporting period under review);

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (up to14th May, 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015 (Not applicable during the reporting period under review);

c. The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014;(Not applicable during the reporting period under review);

28 | P a g e 2 0 1 8 - 1 9

d. During the Audit Period, the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009 (Not applicable during the reporting period under review);

e. During the Audit Period, the Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008 (Not applicable during the reporting period under review);

f. 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;

g. During the Audit period, the Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009 (Not applicable during the reporting period under review);

h. During the Audit Period, the Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998 (Not applicable during the reporting period under review);

i. The reserve Bank of India Act, 1934.

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

a) Secretarial Standards (SS-1 & SS-2) issued by the Institute of Company Secretaries of India.b) The Listing Agreements/Regulations including the Securities and Exchange board of India (Listing

Obligations and Disclosure Requirements), Regulations, 2015 entered into by the Company withStock Exchange(s).

For, Aanal Satyawadi & Co.(Company Secretary)

Date: 27.08.2019Place: Ahmedabad Sd/-

Aanal SatyawadiProprietorFCS No.9505CP No.11558

29 | P a g e 2 0 1 8 - 1 9

ANNEXURE A’ TO THE SECRETARIAL AUDIT REPORT

To,The Members,Goenka Business & Finance Limited,Kolkata.

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. Ourresponsibility 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 assuranceabout the correctness of the contents of the Secretarial records. The verification was done on test basis toensure that correct facts are reflected in secretarial records. We believe that the processes and practices, wefollowed provide a reasonable basis for our opinion.

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

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

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of theefficacy or effectiveness with which the management has conducted the affairs of the company.

For, Aanal Satyawadi & Co.(Company Secretary)

Date: 27.08.2019Place: Ahmedabad Sd/-

Aanal SatyawadiProprietorFCS No.9505CP No.11558

30 | P a g e 2 0 1 8 - 1 9

ANNEXURE “B” TO BOARD’S REPORT

FORM NO. MGT-9As on the financial year ended on 31st March, 2019.

[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 L67120WB1987PLC042960Registration Date : 07.09.1987Name of the Company GOENKA BUSINESS & FINANCE LTD.Category/Sub-category of the company Company Limited by Shares/ Indian Non-Government

CompanyAddress of the Registered office and contactdetails:

18, Rabindra Sarani, Poddar Court, Gate No.4, 2nd Floor,Room No. 17, Kolkata-700001 West BengalWebsite : www.goenkabusinessfinancelimited.inEmail ID : [email protected]

Whether Listed Company YesBombay Stock ExchangeCalcutta Stock ExchangeMetropolitan Stock Exchange of India

Name, Address and Contact details of Registrarand 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 0153Telephone: 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 tothe activity of in the business of providing Loans & Advances and investing in shares, both quoted and unquoted and registered as aNon Banking Financial Company with the Reserve Bank of India.

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

NIC Code of theProduct/service% to totalturnover of thecompany

% to total turnover of thecompany

A. Sale of Shares & Securities& Interest Income N.A 100%

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name & Address of theCompany

CIN/GLN Holding/Subsidiary/Associate % ofSharesHeld

a. NIL

31 | P a g e 2 0 1 8 - 1 9

D. SHARE HOLDING PATTERN:

(I) CATEGORY WISE SHARE-HOLDING

Category ofShareholders

No. of shares held at the beginning of theyear 01.04.2018

No. of shares held at the end of the year31.03.2019

% changeduringthe yearDemat Physic

alTotal %of Total

SharesDemat Physic

alTotal %of Total

SharesA)PROMOTER’S

(1)INDIAN

a.)Individual 0 0 0 0 0 0 0 0 0b.)Central Gvt. 0 0 0 0 0 0 0 0 0c.)State Gvt. 0 0 0 0 0 0 0 0 0d.)BodiesCorporate

1938000 0 1938000 14.91 1938000 0 1938000 14.91 0

e.)FIINS/BANKS 0 0 0 0 0 0 0 0 0f.) 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)FOREIGNa.)IndividualNRI

0 0 0 0 0 0 0 0 0

b.)OtherIndividual

0 0 0 0 0 0 0 0 0

c.)BodiesCorporate

0 0 0 0 0 0 0 0 0

d.)Banks/FII 0 0 0 0 0 0 0 0 0e.)QualifiedForeign

0 0 0 0 0 0 0 0 0

f.)Any otherApecify

0 0 0 0 0 0 0 0 0

Sub-total(A)(2) 0 0 0 0 0 0 0 0 0

TotalShareholding ofPromoters(A)=A(1)+A(2)

1938000 0 1938000 14.91 1938000 0 1938000 14.91 0

B.)(1)PublicShareholding

(a.)MutualFunds

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(e.)VentureCapital

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.)ForeignVenture

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

32 | P a g e 2 0 1 8 - 1 9

2.Non-Institutionals

(a.)BodiesCorporate(i)Indian 5482834 0 5482834 42.18 5531614 0 5531614 42.55 0.37(ii)Overseas(b.)Individuals(i)Individualshareholdersholding nominalshare capitalupto Rs. 1 Lac

654102 80852 734954 5.65 2020065 80853 2100918 16.16 10.51

(ii)IndividualShareholdersholding nominalshare capital inexcess of Rs. 1Lac

4824046 0 4824046 37.10 3408152 0 3408152 26.22 (10.88)

(c)other(specify)Non ResidentIndian

20266 0 20266 0.16 21416 0 21416 0.16 0

OverseasCorporateBodies

0 0 0 0 0 0 0 0 0

ForeignNationals

0 0 0 0 0 0 0 0 0

ClearingMembers

0 0 0 0 0 0 0 0 0

Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies–D R

0 0 0 0 0 0 0 0 0

Subtotal(B)(2) 10981248 80652 11062100 85.09 10981247 80853 11062100 85.09 0

Total PublicShareholding(B)=(B)(1)+(B)(2)

10981248 80652 11062100 85.09 10981247 80853 11062100 85.09 0

C.Shares heldby Custodianfor ADRs &GDRs

Grand Total(A+B+C)

13000100 0 13000100 100 13000100 0 13000100 100 0

33 | P a g e 2 0 1 8 - 1 9

(II) SHARE HOLDING OF PROMOTERS

Sr.No.

Shareholder’s Name

Shareholding at the beginning of theyear 01.04.2018

Shareholding at the end of the year31.03.2019

%change inshareholdingduringtheyear

No. ofShares

% oftotalsharesof theCompany

% of sharespledged/encumbered to totalshares

No. ofShares

% oftotalsharesof thecompany

% of sharespledged/encumbered to total shares

1. RISE HIGHTRACOMPVT. LTD.

1938000 14.91 0 1938000 14.91 0 0

(III) CHANGE IN PROMOTER’S SHAREHOLDING

Sr.No.

Shareholder’sName

Shareholding at the beginning of theyear 01.04.2018

Shareholding at the end of the year31.03.2019

% of totalShares ofthecompany

No. ofShares atthebeginning

% oftotalsharesof theCompany

Date IncreaseDecreaseinshareholding

Reson No. of Shres

1. RISE HIGHTRACOM PVT.LTD.

1938000 14.91 01.04.2017 0 NIL 0 01938000 14.91 31.03.2018 1938000 14.91

(IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRSAND ADRS):

Sr.No.

Name No. of Shares atthe beginning(01.04.2018) /end of the year(31.03.2019)

% of totalshares oftheCompany

Date IncreaseDecrease inshareholding

Reason

No. ofShares

% of totalShares ofthecompany

1. Evergrowing Iron &Finvest

1200000 9.23

Closing Balance 31.03.18 - - 1200000 9.232. Mukesh Commercial

Private Limited1000000 7.69

Closing Balance 31.03.18 - - 1000000 7.693. Subhlabh Merchandise


Closing Balance 31.03.18 - - 800000 6.154. Pearl Planet Private

Limited600000 4.62

Closing Balance 31.03.18 - - 600000 4.62

34 | P a g e 2 0 1 8 - 1 9

5. Confident FinancialAdvisory Pvt. Ltd.

600000 4.62

Closing Balance 31.03.18 - - 600000 4.626. Imagine Logistics


Closing Balance 31.03.18 - - 500000 3.857. Midland Financial

Advisory PrivateLimited

300000 2.31 Dearease Sales

(800) 0.01

Closing Balance 31.03.18 - - 2,99,200 2.308. Hemendra Mehta 197528 1.52

Closing Balance 31.03.18 - - 1,97,528 1.52

9. Pradeep RameshwarSharma

190000 1.46

Closing Balance 31.03.18 - - 190000 1.4610. Kamleshbhai

Lathigara158850 1.22

Closing Balance 31.03.178 - - 158850 1.22

(V) SHAREHOLDING OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Shareholding at the beginning of the year01.04.2018

Shareholding at the end of the year 31.03.2019

No. of Shares % of total shares ofthe company

No. of Shares % of total shares of thecompany

Sr.No.1 At the beginning

of the year0 0 0 0

2 At the end of theyear

0 0 0 0

E. INDEBTEDNESS:

Indebtedness of the company including outstanding/accrued but not due for payment

Secured Loansexcluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at thebeginning of thefinancial yeari) Principal Amountii) Interest due but notpaidiii) Interest accrued butnot due

Nil

10,50,00,0005,65,151

Nil Nil

Total (i+ii+iii) 10,55,65,151Change in Indebtednessduring thefinancial year• Addition• Reduction

Nil

10,55,65,151

Nil Nil

Net Change (10,55,65,151)

35 | P a g e 2 0 1 8 - 1 9

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 ofMD/WTD/Manager

Total Amount

Mr. Yasin Gori1. Gross Salary

(a)salary as per provision contained in section17(1)of the Income tax Act, 1961

1,50,000.00 1,50,000.00

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

0.00 0.00

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

0.00 0.00

0.00 0.002 Stock Option 0.00 0.003 Sweat Equity 0.00 0.004 Commission 0.00 0.00

-as % of Profit 0.00 0.00-Others, Specify 0.00 0.00

5 Others, Please Specify 0.00 0.00Total(A) 1,50,000.00 1,50,000.00

(II)Remuneration to Other Directors:

Sr. No. Particulars of Remuneration Name ofDirector/Manager

Total Amount

1. Independent DirectorFees 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 0.00Total(2) 0.00 0.00Total(II)=(1)+(2) 0.00 0.00Celling as per the Act 0.00 0.00Total Managerial RemunerationOverall celling as per the Act

Indebtedness at theend of the financialyeari) Principal Amountii) Interest due but notpaidiii) Interest accrued butnot

Nil Nil Nil Nil

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

36 | P a g e 2 0 1 8 - 1 9

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

Sr.No.

Particulars of Remuneration Key Managerial Personnel

CEO CompanySecretary

CFO Total

1 Gross Salary(a)salary as per provisioncontained in section 17(1) ofthe Income Tax Act, 1961

0 3,29,500 3,00,000 6,29,500

2 (b)Value of perquisite u/s17(2) Income Tax Act, 1961

0 0 0 0

3 Stock-Option 0 0 0 04 Sweat Equity 0 0 0 05 Commission 0 0 0 0

-as % of profit 0 0 0 0-others, specify 0 0 0 0Others, Please Specify 0 0 0 0Total 0 3,29,500 3,00,000 6,29,500

(IV) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section oftheCompaniesAct

BriefDescription

Details ofPenalty/Punishment/Compounding fees imposed

Authority(RD/NCLT/COURT)

Penalty 0 0 0 0Punishment 0 0 0 0Compounding 0 0 0 0OTHER OFFICER IN DEFAULTPenalty 0 0 0 0Punishment 0 0 0 0Compounding 0 0 0 0




37 | P a g e 2 0 1 8 - 1 9

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 partiesreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactionsunder 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 asrequired 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 includingthe value, if any:(e) Date(s) of approval by the Board, if any:(f) Amount paid as advances, if any:




38 | P a g e 2 0 1 8 - 1 9

REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE :

Transparency and accountability are the two basic tenets of Corporate Governance. At GBFL, we feel proud tobelong to a Company whose visionary founders laid the foundation stone for good governance long back andmade it an integral principle of the business, as demonstrated in the words above. Company’s philosophy onCorporate Governance is to achieve the highest levels of transparency, accountability in all its interactionswith its stakeholders, employees, lenders and the government. We believe that Corporate Governance is avoluntary and self-discipline code which means not only ensuring compliance with regulatory requirementsbut by also being responsive to our stakeholders needs. Focus of the Company has always been to ensurecontinuing value creation for each of its stakeholders and above all to achieve business excellence with thegoal of long –term sustainable development.

To succeed, we believe, requires highest standards of corporate behaviour towards everyone we work with,the communities we touch and the environment on which we have an impact. This is our road to consistent,competitive, profitable and responsible growth and creating long term value for our shareholders, our peopleand our business partners. The above principles have been the guiding force for whatever we do and shallcontinue to be so in the years to come.

The Board of Directors (‘the Board’) is responsible for and committed to sound principles of CorporateGovernance in the Company. The Board plays a crucial role in overseeing how the management serves theshort and long term interests of shareholders and other stakeholders. This belief is reflected in ourgovernance practices, under which we strive to maintain an effective, informed and independent Board. Wekeep our governance practices under continuous review and benchmark ourselves to best practices across theglobe.

2. BOARD OF DIRECTORS :

The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs,direction and performance of the Company and has been vested with requisite powers, authorities andduties. The Board of Directors has an optimum combination of Executive and Non – Executive Directors.

During the year 7 Meetings of the Board of Directors of the Company were held i.e 29.05.2018, 14.08.2018,19.09.2018, 14.11.2018, 29.01.2019, 11.02.2019 and 13.02.2019. The Maximum time gap between any twoconsecutive meetings was not more than one hundred and twenty days.

The composition and category of the Directors on Board, their relationship with other Directors, theirattendance at the Board Meeting during the year and at the last Annual General Meeting, as also number ofDirectorships and Committee Memberships/Chairmanships in other Companies and number of shares held bythem as on 31st March, 2019 are as follows:

39 | P a g e 2 0 1 8 - 1 9

The Board of Directors has laid down a code of conduct for all Board members and all employees inmanagement grade of the Company. All Board members and senior management personnel have confirmedcompliance with the code.

3. AUDIT COMMITTEE:

The Audit Committee of the Board is entrusted with the oversight of financial reporting with a view to provideaccurate, timely and proper disclosures and the integrity and quality of the financial reporting. The role &terms of reference of the Committee are in conformity with the provisions of Section 177 of the CompaniesAct, 2013 and SEBI (LODR) Regulations, 2015.

During the year, 4 meetings of the Audit Committee of the Company were held i.e. on 29.05.2018,14.08.2018, 14.11.2018 and 13.02.2019. The gap between any two meetings did not exceed 120 dayscomplying with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Composition of the Audit committee has been reshuffled/recomposed w.e.f. 11th February, 2019 at theBoard Meeting.

Name of Director Category Attendance No. ofSharesheld

No. ofDirectorship in otherpublicCompanies

Details of other BoardCommittee/Memberships #

BoardMeeting

LastAGM Member Chairman

Mr. Hemal GohelNon-Independent,Non-Executive

7 YES NIL 0 2 1

Mr. Raju Singh Independent,Non-Executive 5 YES NIL 0 3 1

Mr. RamNarayanUpadhyay

Independent,Non-Executive 5 YES NIL 0 3 2

Mrs. UrmilabenTalsaniya Executive 3 No NIL 0 2 NIL

Mr. Yasin Gori Executive 5 NA NIL 0 2 NIL

Mr. ShaileshChandarana Executive 3 NA NIL 0 0 NIL

Mrs. BinalibenSharma

Independent,Non-Executive 3 NA NIL 0 3 1

Mr. MAhendraDaulatraoKhandave

Independent,Non-Executive 2 NA NIL 0 2 1

40 | P a g e 2 0 1 8 - 1 9

COMPOSITION & MEETINGS OF AUDIT COMMITTEE:

Name Position Category No. ofMeeting Held

No. ofMeetingAttained

Prior to the RescheduleMr. Raju Singh Chairperson Independent Director 3 3Mr. Ram NarayanUpadhyay

Member Independent Director 3 3

Mr. Hemal Gohel Member Non-ExecutiveDirector

3 3

Recomposed (w.e.f.11-02-2019)Mr. BinalibenNimeshkumarSharma

Chairperson Independent Director 1 1

Mr. MahendraDaulatrao Khandave


Mr. Yasin Gori Member Executive Director 1 1

4. NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Policy

In terms with the provisions of the Section 178 and all other sections, if applicable, of the Companies Act,2013 read with relevant Rules framed there under and SEBI (LODR) Regulations, 2015 entered with the StockExchanges Goenka Business & Finance Limited . (‘The Company’) on the recommendation of the Nomination& Remuneration Committee of the Board laid down a policy for:

Identifying persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down, and recommend to the Board their appointment andremoval.

The criteria for determining qualifications, positive attributes and independence of a director andrecommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personneland other employees.

Lay down criteria for evaluation of Directors (including both Executive and Non-executive Directors)and the Board.

Devise a policy on Board diversity.

During the year, Two meetings of the Nomination and Remuneration Committee of the Company were heldi.e. 12.09.2018, and 12.02.2019.

41 | P a g e 2 0 1 8 - 1 9

REMUNERATION POLICY:Pursuant to provisions of the Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,the Board of Directors of the Company, based on the recommendation of the Nomination andRemuneration Committee, has formulated a Remuneration Policy for Directors and senior management.The Company has paid remuneration by way of salary perquisites and allowances to its Directors in line withthe Nomination & Remuneration policy of the Company, current industry practice, the statutory limits and isbeing approved by the Board and Shareholders of the Company.

Composition of the Nomination and Remuneration committee has been reshuffled/recomposed w.e.f. 11thFebruary, 2019 at the Board Meeting.

COMPOSITION & MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE:



Prior to the RescheduleMr. Raju Singh Member Independent Director 1 1Mr. Ram NarayanUpadhyay



1 1

Recomposed (w.e.f.12-02-2019)Mr. BinalibenNimeshkumarSharma


Mr. MahendraDaulatrao Khandave


Mr. Hemal Gohel Member Executive Director 1 1

5. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted Stakeholders Relationship Committee in terms of the Companies Act, 2013, rulesmade there under and SEBI (LODR) Regulations, 2015.

During the year, one meetings of the Stakeholders Relationship Committee of the Company were held i.e. .14.08.2018.

COMPOSITION & MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE:



Mr. Raju Singh Member Independent Director 1 1Mr. Ram NarayanUpadhyay



1 1

42 | P a g e 2 0 1 8 - 1 9

6. GENERAL BODY MEETINGS:

The details of General Meetings in last 3 years are as under:

Date AGM/EGM Venue

22.09.2018 31st Annual General Meeting 18, Rabindra Sarani, Poddar Court, GateNo.4, 4th Floor, Room No.3,Kolkata‐700001

16.09.2017 30th Annual General Meeting18, Rabindra sarani, Poddar Court, Gate No.4,4th Floor, Room no.4, Kolkata-700001

30.09.2016 29th Annual General Meeting 18, Rabindra sarani, Poddar Court, Gate No.4,4th Floor, Room no.3, Kolkata-700001

There is no immediate proposal for passing of any resolution through Postal Ballot.

7. MEANS OF COMMUNICATION:

The quarterly, half-yearly and annual financial results are published in English & Vernacular newspaper andare also furnished to the Stock Exchange with whom the Company has listed. The Managing Discussion &Analysis, forms part of the Directors Report is covered in the Annual Report.

8. GENERAL SHAREHOLDERS INFORMATION:

CIN : L67120WB1987PLC042960

Annual General Meeting

Date and Time : 27th September, 2019, 10:00 A.M.

Venue : 18, Rabindra sarani, Poddar Court,Gate No.4, 2nd Floor, Room no.17,Kolkata-700001

Financial Year : Year ended March 31, 2019.

Dates of Book Closure : 21st Sept.2019 to 27th Sept. 2019(Both Days Inclusive)

The Company has not declared any dividend for the Financial Year ended 31st March, 2019.

}

43 | P a g e 2 0 1 8 - 1 9

Financial CalendarFinancial Year 2018-19(Tentative schedule subject to change)

First Quarter Results

Second Quarter and Half-Year Results

Third Quarter Results

Within 45 days of the end of Quarter.

Fourth Quarter and Annual Results Within 60 days of the end of FinancialYear.

Listing of Shares on Stock Exchanges with Stock Code

1) The Calcutta Stock Exchange Limited (CSE)7, Lyons Range, Dalhousie, Murgighata,B B D Bagh, Kolkata-700001,West Bengal

2) Metropolitan Stock Exchange Of India Limited (MSEI)Vibgyor Towers, 4th Floor, Plot No C-62, Opp. Trident HotelBandra Kurla Complex, Bandra (E), Mumbai – 400098

3) Bombay Stock Exchange Limited (BSE)

Registrar & Share Transfer Agents:

M/s. ABS Consultant Pvt. Ltd.99, Stephen House, 6th Floor, 4, B.B.D. Bag (E), Kolkata-700 001, West BengalPhone Nos. (033) 2230-1043, 2243-0153,Email: [email protected]

Share transfer system:

Share transfers in physical form are generally registered within 15 days from the date of receipt providedthe documents are found to be in order. Stakeholders Relationship Committee considers and approvesthe transfer proposals.

All requests for dematerialisation of shares, which are found to be in order, are generally processedwithin 15 days and the confirmation is given to the respective depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

44 | P a g e 2 0 1 8 - 1 9

Shareholding Pattern:

The shareholding of Distribution of shareholders as on 31st March, 2019 is given below:

Ordinary Sharesheld

Number ofshareholders

% ofshareholders

Number of sharesheld

% of sharesheld

Upto 500 2823 73.90 438301 3.37501-1000 380 9.95 305138 2.35

1001-2000 209 5.47 311045 2.39

2001-3000 101 2.64 253449 1.95

3001 -4000 66 1.73 232666 1.794001-5000 34 0.89 159236 1.22

5001-10000 80 2.09 596842 4.5910001 and above 127 3.32 10703423 82.33Total 3820 100.00 13000100 100.00

Categories of Shareholders as on March 31, 2019

Sl.No. Category No. of

shares held% ofshareholding

1 Promoters & Promoter Group 19,38,000 14.912 Public - Bodies Corporate 55,31,614 42.553 Public - Indian public 55,09,070 42.384 Public – Others 21,416 0.16

TOTAL 1,30,00,100 100.00

Dematerialisation of shares and liquidity

Shares held in dematerialised and physical form as on 31st March, 2019.

Status of Dematerialisation No. of Shares % of total shares

Share held in Dematerialised form - NSDL 2960314 22.77

Share held in Dematerialised form - CDSL 9958933 76.61

Share held in Physical form 80853 0.62

Total 13000100 100.00

45 | P a g e 2 0 1 8 - 1 9

The shareholders may address their communications/suggestions/grievances/queries to:

GOENKA BUSINESS FINANCE LIMITEDCIN- L67120WB1987PLC04296018, Rabindra Sarani, Poddar Court, Gate No.4, 2nd Floor, R/No. 17,Kolkata-700001Email Id- [email protected]

46 | P a g e 2 0 1 8 - 1 9

MANAGEMENT DISCUSSION ANALYSIS REPORTECONOMIC SCENARIO:

After growing at a robust 6.7% in FY 2017-18, the Indian economy achieve broad-based growth in the firstthree quarters of FY 2018-19, with industrial growth accelerating to 7.9%, services although servicesdecelerated. Agriculture also posted strong growth of four per cent. The last quarter of FY 2018-19, however,has witnessed a slowdown in the growth of consumption indictors as well as a hiatus in business investmentactivity, as the nation awaits election results. Accordingly, Q4FY2019 is expected to see the weakest growthsince mid-2017 and could come in at levels that are almost on par with China’s growth.

The World Bank (April, 2019) expects India’s GDP to accelerate moderately to 7.5% in FY 2019-20 due tosustained strengthening of investments, particularly by the private sector, an improvement in exportperformance and resilient consumption.

INDUSTRY DEVELOPMENT:

NBFCs play an important role in the Indian financial system, complementing banks by leveraging their nimbleoperations and tailor-made products. Their role in promoting financial inclusion and catering to the needs ofsmall businesses and specialised segments gives an additional dimension to their existence. NBFCs accountedfor 23% of total loans and 18% of total credit in India as on 31st March, 2018. They have shown strong growthin recent years, buoyed by access to equity capital and liquidity in the system. However, post the liquiditysqueeze and headwinds in the industry, NBFCs have faced increased cost of borrowing and some have hadfunding challenges.

PERFORMANCE:

GBFL Was already started their Business in Gujarat and its lending is increased and now its around 33 Cr. AsLoans and Advances for Business and Lending.

GBFL has Constantly Focus on expand its business activity in state of Gujarat and start the Auto Loan, Personalloan and Margin trading funding to broker in Gujarat State.

RISK AND INTERNAL ADEQUACY:

GBFL follows the dictum of extending credit where it is due. Being a company in the business of lending, itensures that it manages risks effectively, rather than avoiding them. As these risks could emerge from withinthe Company, due to its operations and strategy, or from external factors, the Company has in place tried andtested risk mitigation policies and structures, such as robust credit models and operational systems, tosuccessfully manage these risks. The process of receivables management is inherently exposed to variousrisks. To avoid or minimise these risks, debtors are under the Company’s surveillance and regular follow-upsfor collection are executed. Further, to mitigate the risk of volatile interest rates, GBFL maintains sufficientspreads, offers relatively short tenure loans and resets lending rates from time to time.

47 | P a g e 2 0 1 8 - 1 9

RESPONSIBILITY FOR THE MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Board of Directors have reviewed the Management Discussion and Analysis prepared by theManagement, and the Independent Auditors have noted its contents. Statement in this report of theCompany's objective, projections, estimates, exceptions, and predictions are forward looking statementssubject to the applicable laws and regulations. The statements may be subjected to certain risks anduncertainties. Company's operations are affected by many external and internal factors which are beyond thecontrol of the management. Thus the actual situation may differ from those expressed or implied. TheCompany assumes no responsibility in respect of forward looking statements that may be amended ormodified in future on the basis of subsequent developments, information or events.

48 | P a g e 2 0 1 8 - 1 9

DECLARATION OF CODE OF CONDUCT

To,

The Members ofGoenka Business & Finance Limited,

This is to confirm that the Board has laid down a code of conduct for all Board Members and SeniorManagement Personnel of the Company. It is further confirmed that all the Directors and Senior ManagementPersonnel of the Company have affirmed compliance with the Code of Conduct of the Company.

For and on behalf of the BoardSd/-

Mr. Yasin GoriDIN: 08221979

49 | P a g e 2 0 1 8 - 1 9

CFO CERTIFICATION IN TERMS OF REGULATION 17 (8) OF THE SEBI (LODR) REGULATIONS, 2015

ToThe Board of Directors

Dear Sir/ Madam,

As required under Regulation 17(8) read with Part B, Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, we state that:

1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March2018 and to the best of our knowledge and belief;

a. These statements do not contain any materially untrue statement nor omit any material fact nor containstatements that might be misleading, and

b. These statements present a true and fair view of the company’s affairs and are in compliance with theexisting accounting standards, applicable laws and regulations.

2. There are, to the best of my knowledge and belief, no transactions entered into by the company during theyear, which are fraudulent, illegal or volatile of the company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls, I have evaluated theeffectiveness of the internal control systems of the company and I have disclosed to the auditors and theaudit committee, deficiencies in the design or the operation of internal controls, if any, of which I was awareand the steps that I have taken or propose to take and rectify the identified deficiencies and,

4. That we have informed the auditors and the audit committee of:

a) Significant changes in the internal control during the year;

b) Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

c) Instances of significant fraud of which we have become aware and the involvement of any employeehaving a significant role in the company’s internal control system.

For and on behalf of the BoardGOENKA BUSINESS FINANCE LIMITED

Sd/-Mr. Jayraj K Selara

CFO

50 | P a g e 2 0 1 8 - 1 9

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF GOENKA BUSINESS FINANCE LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of GOENKA BUSINESS FINANCELIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2019, the Statement of Profitand Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, andsummary of the significant accounting policies and other explanatory information (herein after referred to as“standalone Ind AS financial statements”).

Except as specified in the disclaimer of opinion para, in our opinion and to the best of our information andaccording to the explanations given to us, standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformity with the accountingstandards prescribed under section 133 of the Act, read with companies Rules 2015, as amended ( IND AS)and other accounting principles generally accepted in India of the state of affairs of the Company as at 31st

March 2019, its profit (including other comprehensive income), changes in equity and its cash flows for theyear ended on that date. We would like to draw attention to the fact that the company has voluntarilyadopted the IND AS before the applicable date.

Basis of Disclaimer

We have conducted our audit of the standalone Ind AS financial statements in accordance with the Standardson Auditing specified under Section 143(10) of the Act. Our responsibility under those Standards are furtherdescribed in Auditor’s Responsibility for the Audit of the standalone financial statements section of ourreport. We are independent of the company in accordance of with code of ethics issued by ICAI together withthe independence requirement that are relevant to our audit of standalone financial statement under theprovisions of the Act and the rules made there under, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI’s Code of Ethics.

1. The company being in the business of providing secured and unsecured finance various types of loanshave been provided by the company to various parties on various terms and conditions. We have reliedon management representation for the terms and conditions which were not covered in the agreementfor loans. Management has represented the terms of the agreement and we are not able to confirm thesame with any other means. We are therefore not in a position to opine on the status of the various loansand advances, along with the provision made for the same, which in our opinion differs from theprudential norms, however management has stated them to be proper considering the loans being goodand receivable.

2. The balances of loans and advances, debtor / creditors are subject to confirmation.

51 | P a g e 2 0 1 8 - 1 9

Key Audit Matters

Sr No Key Audit Matters How Our Audit addressed the Key Audit Matter

1 Adoption of IND AS for the first time:

Company has voluntarily adopted theIND AS for the first time andpresented the current year andcomparative figures as per the IND AS.

Reviewed the IND AS assessment performed bythe management.

Reviewed the relevant matters on first time andvoluntary adoption.

2 Impairment of financial asset(Expected Credit Loss).

We reviewed the management policy ofaccounting for Impaired assets and tested thesame also.

3 Revenue Recognition:

Company has major income of interestand also trades in shares andsecurities.

Subject to the disclaimer of opinion para, wehave reviewed the necessary documentaryevidences for confirming the revenue recordedfor.

Emphasis of Matter:

We would like to draw attention to the fact that, The company has adopted IND AS for the first time even before the applicability dates

prescribed for the same, however there is no adjustment made due to adoption of IND AS.Had the financial statements been prepared as per previous GAAP the results would havebeen same.

Other Information

The company’s management and board of directors are responsible for the other information. The otherinformation comprises Board’s Report on corporate governance and Business Responsibility report but doesnot include the consolidated financial statements, standalone financial statement and our auditor’s reportthereon.

Our opinion on the financial statement does not cover the other information and we do not express any formof assurance conclusion thereon.

In connection with our audit of standalone financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained during the course of our audit procedures orotherwise appear to be materially misstated.

52 | P a g e 2 0 1 8 - 1 9

If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report on that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the CompaniesAct, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that givea true and fair view of the state of affairs, Profit (including other comprehensive income), changes in equityand cash flows of the Company in accordance with the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safe guarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.

In preparing the financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.

Board of directors is also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether standalone financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s report thatincludes our opinion. Reasonable assurance is high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in aggregate, they couldreasonably be expected to influence the economic decision of users taken on the basis of these standalonefinancial statements.

As a part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

Identify and assess the risk of material misstatement of the standalone financial statements, weatherdue to fraud or error, design and perform audit procedure responsive to those risk, and obtainevidence that us sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud for one resulting from error, as fraud may involvecollusion, forgery, intentional, omission, misrepresentation, or the override of internal control.

53 | P a g e 2 0 1 8 - 1 9

Obtain an understanding of internal financial control relevant to the audit in order to design auditprocedure that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the company has adequate internal financialcontrol system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor’sreport to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up tothe date of our auditor’s report. However, future events or conditions may cause the Company tocease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of thestandalone financial statements may be influenced. We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal controlthat we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other mattersthat may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that wereof most significance in the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor’s report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determine that amatter should not be communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the CentralGovernment in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

54 | P a g e 2 0 1 8 - 1 9

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 knowledgeand 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 itappears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, Statement of Changes in Equity and the CashFlow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the IndianAccounting Standards prescribed under section 133 of the Act.

(e) On the basis of the written representation received from the directors as on as on 31st March andtaken on record by the board of directors, none of the directors is disqualified as on 31st March 2019from being appointed as director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statementsof the Company and the operating effectiveness of such controls, refer to our separate Report in“Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:

i. There is no pending litigation on the company therefore the same is not required to bedisclosed.

ii. the Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company and

Date: 30/05/2019 For M A A K & AssociatesPlace: Ahmedabad (Chartered Accountants)

FRN :135024W

Sd/-Marmik G ShahPartnerM. No.: 133926

55 | P a g e 2 0 1 8 - 1 9

Annexure A to the Independent Auditors’ Report of GOENKA BUSINESS FINANCE LIMITED

(Referred to in our report of even date)

With reference to the Annexure A referred to in the Independent Auditors’ report to the members of theCompany on the standalone Ind AS financial statements for the year ended 31st March 2019, we report thefollowing:

I. In Respect of Fixed Assets

1. The Company has maintained proper records showing full particulars including quantitative details andsituation of Fixed Assets on the basis of available information.

2. As per the information and explanations given to us, the management at reasonable intervals duringthe year in accordance with a programme of physical verification, physically verified the fixed assets andno material discrepancies were noticed on such verification as compared to the available records.

3. The Company does not hold the immovable property. Therefore, the provisions of Clause 3(i) (c) of thesaid Order are not applicable to the Company.

II. In Respect of Inventories

The inventories held by the company are in nature of shares and securities and therefore no physicalverification is possible. However management has represented that they have verified relevant recordsfrom time to time for the same.

III. Compliance under section 189 of The Companies Act, 2013

As per information and explanation given to us, and subject to the observations given in themain audit report, the company has not granted loans, secured or unsecured to companies,firms or other parties covered in the register maintained under section 189 of the CompaniesAct, 2013.

IV. Compliance under section 185 and 186 of The Companies Act, 2013

In our opinion and according to information and explanations given to us, the Company has compliedwith provisions of Section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, makinginvestments, and providing guarantees and securities, as applicable.

V. Compliance under section 73 to 76 of The Companies Act, 2013 and Rules framed thereunder while accepting

Deposits

As per information and explanation given to us, the Company has not accepted any deposits within themeaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (asamended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

VI. Maintenance of cost records

The Company is not required to maintain cost records pursuant to the Rules made by the Central Government for

the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

56 | P a g e 2 0 1 8 - 1 9

VII. Deposit of Statutory Dues

(a) The company is regular in depositing the undisputed statutory dues including providentfund, employees` state insurance, income tax, sales, tax wealth tax, service tax, custom duty,excise duty, GST, Cess and other statutory dues applicable to the Company with theappropriate authorities. No undisputed amounts payable in respect of the aforesaid statutorydues were outstanding as at the last day of the financial year for a period of more than sixmonths from the date they became payable.

(b) As informed to us by the management, there is no dispute with the revenue authoritiesregarding any duty or tax payable.

VIII. Repayment of Loans and Borrowings

According to the information and explanation given to us, the company has not defaulted in any loan from financialinstitution, bank or debenture holders.

ix. Utilization of Money Raised by Public Offers and Term Loan For which they RaisedAccording to the information and explanations give to us and based on our examination of the recordsof the Company, the Company has not raised any moneys by way of initial public offer or further publicoffer (including debt instruments) and has not obtained any term loans during the year. Accordingly,paragraph 3(ix) of the Order is not applicable to the Company.

x. Reporting of Fraud During the YearBased upon the audit procedures performed for the purpose of reporting the true and fair view of thefinancial statements and according to the information and explanations given by the management, wereport that no fraud by the Company or no fraud on the Company by the officers and employees of theCompany has been noticed or reported during the year.

xi. Managerial RemunerationManagerial remuneration has been paid or provided in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Companies Act..

xii. Compliance by Nidhi Company Regarding Net Owned Fund to Deposits RatioAs per information and records available, the Company is not a Nidhi Company. Therefore, theprovisions of clause 3(xii) of the order are not applicable to the Company and hence not commentedupon.

xiii. Related party compliance with Section 177 and 188 of companies Act - 2013According to the information and explanations given by the management, transactions with therelated parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable andthe details have been disclosed in the notes to the financial statements, as required by the applicableaccounting standards.

57 | P a g e 2 0 1 8 - 1 9

xiv. Compliance under section 42 of Companies Act - 2013 regarding Private placement of Shares or DebenturesAccording to the information and explanations given to us, and on an overall examination of the balancesheet, the Company has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review and hence, reporting requirements underclause 3(xiv) are not applicable to the Company and, not commented upon.

xv. Compliance under section 192 of Companies Act - 2013According to the information and explanations given by the management, the Company has not enteredinto any non-cash transactions with directors or persons connected with him as referred to in section192 of Companies Act, 2013.

xvi. Requirement of Registration under 45-IA of Reserve Bank of India Act, 1934According to the information and explanations given to us, the provisions of section 45-IA of the ReserveBank of India Act, 1934 have been complied.


FRN :135024W


58 | P a g e 2 0 1 8 - 1 9

Annexure B to the Auditor’s Report

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

We have audited the internal financial controls over financial reporting of GOENKA BUSINESS FINANCELIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financialstatements 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 basedon the internal control over financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities includethe design, implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business, including adherence to theCompany’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing asspecified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the internal financial controls system over financial reporting.

59 | P a g e 2 0 1 8 - 1 9

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company’s internal financialcontrol over financial reporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assetsof the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to error orfraud may occur and not be detected. Also, projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operating effectively as atMarch 31, 2018, based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


FRN :135024W


60 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS FINANCE LIMITEDBalance Sheet as at March 31, 2019 (Rupees in thousands)

Note No. As atMarch 31, 2019

As atMarch 31, 2018

As atApril 1, 2017

I. ASSETS

Financial Assets( a ) Cash and cash equivalents 1 492.42 473.90 195.03( b ) Bank balance other than cash and cash equivalents 2 2,218.14 18,061.12 92.32( c ) ( I ) Trade receivables 3 - 19,485.33 649.49( II ) Other receivables( d ) 4 337,026.02 365224.15 267,455.14( e ) 5 1,005.00 1,005.00 1,205.00( f ) Other financial assets - - -Total financial assets 340,741.58 404,249.50 269,596.98

Non financial Assets( a ) Inventories 6 14,644.96 15,884.28 56,735.18( b ) Current tax assets( c ) Deferred tax Assets 7 - 111.05 111.05( d ) Property, plant and equipment 8 378.21 573.87 746.47( e ) Capital Work in Progress( f )( g ) Other non financial assets 9 234.67 1,882.26 -Total non financial assets 15,257.84 18,451.46 57,592.70

Total Assets 355,999.42 422,700.96 327,189.68

II. LIABILITIES AND EQUTIY

LiabilitiesFinancial liabilities - - -( a )Payables( I ) Trade payables - - -( i ) total outstanding dues of micro enterprises andsmall enterprises( ii ) total outstanding dues of creditors other than microenterprises and small enterprises 10 (i) 486.86 12,487.11 16,050.50( II ) Other payables( i ) total outstanding dues of micro enterprises and smallenterprises( ii ) total outstanding dues of creditors other than microenterprises and small enterprises( b )Debt securities

11 - 105565.15 -( d )Subordinated liabilities( e )Other financial liabilities 12 60,263.87 0.00 -Total financial liabilities 60,905.08 118522.44 16,299.50

Non financial liabilities( a ) Current tax liabilities( b ) Provisions 13 1,182.16 1410.07 1,410.07( c ) Deffered tax liabilities (net) 14 27.75( d ) Other non financial liabilities 15 10.00 78.79 247.89Total non financial liabilities 1,219.91 1488.86 1,657.96

EQUITY( a ) Equity share capital 16 130,001.00 130001.00 130,001.00( b ) Other equity 17 163,873.43 172688.66 179,231.22Total Equity 293,874.43 302689.66 309,232.22

TOTAL LIABILITIES AND EQUITY 355,999.42 422,700.96 327,189.68

See accompanying notes to the financial statements

As per our report of even dateFor M A A K & AssociatesChartered AccountantsFRN 135024W

Yasin Gori Hemal GohelDirector DirectorDIN: 08221979 DIN:07830036

Marmik Shah Bhavik Prajapati Dharmik SolankiPartner Chief Financial Officer Company SecretaryM. No 133926 PAN-ALTPP4674R PAN-DFYPS7184R

Place : Ahmedabad Place : AhmedabadDate : May 30, 2019 Date : May 30, 2019

sd/-

sd/- sd/-

sd/- sd/-

Receivables

For and on Behalf of Board of Directors of Goenka Business Finance Limited

LoansInvestments

Other intangible assets

( c )Borrowings ( other than debt securities )10 (ii) 154.35 470.18 249.00

61 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS FINANCE LIMITEDStatement of Profit and Loss for the year ended March 31, 2019 (Rupees in thousands)

Particulars Note No. For the year endedMarch 31, 2019

For the year endedMarch 31, 2018

I. Revenue from operations(i) Interest income 18 15990.95 20,147.63(ii) Dividend income 19 4.05(iii) Fees and commission income(iv) Sale of product/service 20 37,248.43 47,167.26II. Other income 21 2,401.10 -III. Total Income (I+II) 55,644.53 67,314.89

IV. Expenses :(i) Finance Costs 22 112.17 630.07(ii) Fees and Commission expense(iii) Impairment on financial assets 23 18,563.80 -(iv) Purchase of stock in trade 24 40,979.46 29,033.35(v) Changes in inventory of finished goods 25 1,239.32 40,850.90(vi) Employee Benefit Expenses 26 1,785.19 1,318.53(vii) Depreciation, Amortization and impairment 8 153.32 357.06(viii) Other Expenses 27 1,487.71 1,851.99Total expenses (IV) 64,320.97 74,041.89

V. Profit before tax (III-IV) (8,676.44) (6,727.01)

VI. Tax Expense:Current tax -Income tax earlier yearsDeferred tax 28 139.00 -MAT credit entitlementTotal tax expense (VI) 139.00 -

VII. Profit for the year (VI-VII) (8,815.44) (6,727.01)

VIII. Other Comprehensive Income

Items that will not be reclassified to profit or loss(i) Re-measurement losses/(gain) on defined benefit plans - -(ii) Equity instruments through other comprehensive income - -(iii) Income tax relating to items that will not be reclassified to profit or loss - -

Total Other comprehensive income (VIII) - -

IX. Total Comprehensive Income for the year (VII+VIII) (8,815.44) (6,727.01)

XII. Earnings per equity share of ₹ 10 each 29 - Basic (0.68) (0.52) - Diluted (0.68) (0.52)

See accompanying notes to the financial statements

As per our report of even dateFor M A A K & AssociatesChartered Accountants sd/- sd/-FRN 135024W Yasin Gori Hemal Gohel

Director DirectorDIN: 08221979 DIN:07830036

sd/- sd/- sd/-Marmik Shah Bhavik Prajapati Dharmik SolankiPartner Chief Financial Officer Company SecretaryM. No 133926 PAN-ALTPP4674R PAN-DFYPS7184R


For and on Behalf of Board of Directors of Goenka Business Finance Limited

62 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS FINANCE LIMITED

Statement of Changes in Equity for the year ended on March 31, 2019(Rupees in thousands)

Equity Share Capital

Particulars As at

March 31, 2019 As at


April 1, 2017Balance at the beginning of the year 130,001.00 130,001.00 130,001.00Changes during the year - - -Balance at the end of the year 130,001.00 130,001.00 130,001.00

Other Equity

Particulars As at



April 1, 2017

Reserves and Surplus(i) Securities Premium Reserve

Balance at the beginning of the year 150,000.00 150,000.00 150,000.00Add : Premium on shares issued during the year - - -Balance at the end of the year 150,000.00 150,000.00 150,000.00

(ii) Retained EarningsBalance at the beginning of the year 209.45 274.89 267.14Profit/(Loss) for the year - - 7.75Other Comprehensive Income (88.15) (65.44) -Balance at the end of the year 121.30 209.45 274.89

(iii) Statutory ReserveBalance at the beginning of the year 17.42 17.42 15.25Profit/(Loss) for the year - 2.17Other Comprehensive IncomeBalance at the end of the year 17.42 17.42 17.42

As per our report of even date For and on Behalf of Board of Directors of Goenka BusinessFor M A A K & Associates Finance LimitedChartered Accountants sd/- sd/-FRN 135024W Yasin Gori Hemal Gohel


sd/- sd/-Marmik Shah Bhavik Prajapati Dharmik SolankiPartner Chief Financial Officer Company SecretaryM. No 133926 PAN-ALTPP4674R PAN-DFYPS7184R


sd/-

63 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS FINANCE LIMITEDStatement of Cash flows for the year ended 31st March, 2019

(Rupees in thousands)

Particulars For the year endedMarch 31, 2019


A. Cash flow from operating activitesNet profit before tax (8,676.44) (6,727.01)Adjustments for Depreciation 153.32 357.06Adjustment for balance of asset written off 42.34Operating profit before working capital changes (8,480.78) (6,369.95)Adjustments for:-Movements in working capital :(Increase)/ decrease in operating (current)Asset 50,570.38 (77,636.24)Increase/ (decrease) in operating (current)liabilities (57,914.06) 102,053.85Cash generated from operations (15,824.46) 18,047.66Income tax paid -Net cash inflow/(outflow) from operating activities (15,824.46) 18,047.66

B. Cash flow from investing activites - 200.00Net cash inflow / (outflow) from investing activities - 200.00

C. Cash inflow/(outflow) from financing activities - -Repayment of short-term borrowings - -Proceeds from other long term liabilities - -Financial expenses - -Net cash inflow / (outflow) used in financing activities - -Net changes in cash and cash equivalents (15,824.46) 18,247.66Opening Cash and cash equivalents 18,535.02 287.36Closing Cash and cash equivalents 2,710.56 18,535.02

Note:(i) Statement of cash flows has been prepared using Indirect method in accordance with Ind AS-7See accompanying notes to the financial statements

As per our report of even dateFor M A A K & AssociatesChartered AccountantsFRN 135024W sd/- sd/-

Yasin Gori Hemal Gohel


sd/- sd/-Marmik Shah Bhavik Prajapati Dharmik SolankiPartner Chief Financial Officer Company SecretaryM. No 133926 PAN-ALTPP4674R PAN-DFYPS7184R


Sale of Investments

For and on Behalf of Board of Directors of Goenka Busines FinanceLimited

sd/-

64 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS FINANCE LIMITEDNotes forming part of financial statements for the year ended March 31, 2019 (Rupees in thousands)

1 Cash and cash equivalents

As atMarch 31, 2019

As atMarch 31, 2018

As atApril 1, 2017Cash on hand 492.42 473.90 195.03

Total 492.42 473.90 195.03

2 Bank balance other than cash and cash equivalents

Particulars As atMarch 31, 2019

As atMarch 31, 2018

As atApril 1, 2017Balance with Banks - In current accounts 2,218.14 18,061.12 92.32

Total 2,218.14 18,061.12 92.32

3 Trade receivables


As atMarch 31, 2018

As atApril 1, 2017

Unsecured, considered good - 19,485.33 649.49Total - 19,485.33 649.49

No receivable is due from related party

Particulars


4 Loans

Years

Secured - - - - - - - - - - - - - - -Unsecured 355,589.82 - - - 355,589.82 365,751.99 - - - 365,751.99 267,455.14 - - - 267,455.14

Less:Impairment

18,563.80 18,563.80 527.84 527.84

Total 337,026.02 - - - 337,026.02 365,224.15 - - - 365,224.15 267,455.14 - - - 267,455.14

Receivable of loan or advance from related party is NilImpairmnet loss on loans and advances recognised is Nil as per the estimation made by the management of the company.

5 Investments

Years

Governmentsecurities

- - - - - - - - - - - - - -

Equityinstruments

1,005.00 - - - 1,005.00 1,005.00 - - - 1,005.00 1,205.00 - - - 1,205.00

Mutual Fund

Total 1,005.00 - - - 1,005.00 1,005.00 - - - 1,005.00 1,205.00 - - - 1,205.00

( 2018-19 )

AmortisedCost

( 2017-18 ) ( 2016-17 )

ThroughProfit or

LossOthers TotalTotal

AmortisedCost

ThroughOther

Comprehensive Income

ThroughOther


ThroughProfit or

LossOthersTotalParticulars

AmortisedCost

ThroughOther


ThroughProfit or

LossOthers

Particulars AmortisedCost

ThroughOther

ThroughProfit or

Others ThroughProfit or

Others Total

( 2018-19 ) ( 2017-18 ) ( 2016-17 )

Total AmortisedCost

ThroughOther

ThroughProfit or

Others Total AmortisedCost

ThroughOther

65 | P a g e 2 0 1 8 - 1 9

6 Inventories


As atMarch 31, 2018

As atApril 1, 2017

Equtiy instruments -Quoted 14,644.96 15,884.28 56,735.18 -Unquoted - - -Total 14,644.96 15,884.28 56,735.18Inventory is valued at lower of cost and net realisable value.

7 Deferred tax assets


As atMarch 31, 2018

As atApril 1, 2017

Deferred tax relates to the following: -Depreciation 111.05 111.05 -Other temporary differencesTotal - 111.05 111.05

8 Property, plant and equipment and Intangibe assets

Particulars Vehicles owned(Car) Camera Computer Mobile Furniture Office

Equipment Software Total

Deemed cost/ Gross carryingamount

As at April 1, 2017 817.99 24.16 377.30 48.49 272.15 75.91 15.00 1,631.00Additions -Disposal/Adjustments 98.98 (1.45) 10.93 10.07 58.44 7.50 (0.01) 184.46As at March 31, 2018 916.97 22.71 388.23 58.56 330.59 83.41 14.99 1,815.46Additions -Disposal/Adjustments (42.34) (42.34)As at March 31, 2019 916.97 22.71 345.89 58.56 330.59 83.41 14.99 1,773.12

Accumulated Depreciation

As at April 1, 2017 371.33 3.02 257.14 43.71 140.90 68.43 - 884.53Depreciation for the year 212.18 8.06 48.12 4.78 70.44 7.48 6.00 357.06Disposal/reversal -As at March 31, 2018 583.51 11.08 305.26 48.49 211.34 75.91 6.00 1,241.59Depreciation for the year 91.37 4.70 21.11 3.44 27.26 2.25 3.18 153.32Disposal/reversal -As at March 31, 2019 674.88 15.78 326.37 51.93 238.60 78.16 9.18 1,394.91

Net Carrying amount

As at April 1, 2017 446.66 21.14 120.16 4.78 131.25 7.48 15.00 746.47As at March 31, 2018 333.46 11.63 82.97 10.07 119.25 7.50 8.99 573.87As at March 31, 2019 242.09 6.93 19.52 6.63 91.99 5.25 5.81 378.21

66 | P a g e 2 0 1 8 - 1 9

9 Other non financial assets


As atMarch 31, 2018

As atApril 1, 2017TDS receivable 210.00 1,851.18 -GST receivable 24.67 31.08 -

Total 234.67 1,882.26 -

10 Payables


As atMarch 31, 2018

As atApril 1, 2017

( i ) Trade payables- total outstanding dues of micro enterprises and smallenterprises - - -- total outstanding dues other than micro enterprises andsmall enterprises 486.86 12,487.11 16,050.50486.86 12,487.11 16,050.50( ii ) Other payables- total outstanding dues of micro enterprises and smallenterprises - - -- total outstanding dues other than micro enterprises andsmall enterprises 154.35 470.18 249.00154.35 470.18 249.0011 Borrowings


As atMarch 31, 2018

As atApril 1, 2017

At amortised costUnsecured 105,565.15 -Total - 105,565.15 -

12 Other financial liabilities


As atMarch 31, 2018

As atApril 1, 2017

At amortised costUnsecured 60,263.87 -Total 60,263.87 - -

13 Provisions


As atMarch 31, 2018

As atApril 1, 2017Contingent provision on standard assets 997.87 527.84 527.84Provision for Tax 184.29 882.23 882.23

Total 1,182.16 1,410.07 1,410.07

14 Deffered tax liability


As atMarch 31, 2018

As atApril 1, 2017

Deferred tax relates to the following: -Disallowance under Income Tax Act -Depreciation 27.75 - - -Other temporary differencesTotal 27.75 - -

15 Other non financial liabilities


As atMarch 31, 2018

As atApril 1, 2017TDS payable 10.00 78.79 98.03Other current liabilities 149.86

Total 10.00 78.79 247.89No dues are payable to related party.

67 | P a g e 2 0 1 8 - 1 9

16 Equity share capital

ParticularsNo. of shares Amt in Rupees No. of shares Amt in Rupees No. of shares Amt in Rupees

Authorised13,300,000 Shares of Rs. 10/- each 13,300,000 133,000,000 13,300,000 133,000,000 13,300,000 133,000,000Total 13,300,000 133,000,000 13,300,000 133,000,000 13,300,000 133,000,000

Issued, subscribed and fully paid upEquity shares of ` 10 /- each 13,000,100 130,001,000 13,000,100 130,001,000 13,000,100 130,001,000Total 13,000,100 130,001,000 13,000,100 130,001,000 13,000,100 130,001,000

(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period :

Particulars

Shares at the beginning of the yearMovement during the yearShares outstanding at the end of the year

(b) Rights, preferences and restrictions attached to equity sharesThe company has one class of equity shares having a par value of 10/- each. Each holder of equity shares is entitledto one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receiveany of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be inproportion to the number of equity shares held by the shareholders.(c) Detail of shareholders holding more than 5% shares in the Company

ParticularsNumber % holding Number % holding Number % holding

Equity shares of ` 10 each fully paidRise High Tracom Private Limited 1,938,000 14.91% 1,938,000 14.91% 1,938,000 14.91%Subhlabh Merchandise Private Limited 800,000 6.15% 800,000 6.15% 800,000 6.15%Mukesh Commercial Private Limited 1,000,000 7.69% 1,000,000 7.69% 1,000,000 7.69%Evergrowing Iron and Finvest Limited 1,200,000 9.23% 1,200,000 9.23% 1,200,000 9.23%

-

AsatMarch31,2019 AsatMarch31,2018

As at March 31, 2019 As at March 31, 2018

13,000,100 13,000,100

As at March 31, 2019 As at March 31, 2018

As at April 1, 2017

As at April 1, 2017Number of shares13,000,100-

13,000,100

As at March 31, 2018

Number of shares Number of shares13,000,100 13,000,100-

68 | P a g e 2 0 1 8 - 1 9

17 Other equity(Rupees in thousands)

Securities Premium Retained Earnings Equity Instrumentsthrough OCI Statutory Reserve

Balance as at April 1, 2017 150,000.00 27,488.77 1,742.45 179,231.22

Profit for the year (6,727.02) (6,727.02)Deferred tax due to Implementation of IND AS -- - - -Fixed asset adjustment 184.46 184.46

Balance as at March 31, 2018 150,000.00 20,946.21 - 1,742.45 172,688.66

Profit for the year - (8,815.23) - - (8,815.23)

Deferred tax due to Implementation of IND AS -- - - -

Balance as at March 31, 2019 150,000.00 12,130.98 - 1,742.45 163,873.43

Other comprehensive income (expense) (net of tax)

Other comprehensive income (expense) (net of tax)

Total Reserves and Surplus

Particulars

Nature and purpose of other equity:

Securities Premium(i) Securities premium is used to record the premium on issue of shares. It can be utilised only for limited purposesin accordance with the provisions of the Companies Act, 2013.

Retained Earnings(ii) Retained earnings represents the surplus in profit and loss account and appropriations.

Reserve fund in terms of section 45-IC (1) of the Reserve Bank of India Act,1934(iii) Reserve fund is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as astatutory reserve.

69 | P a g e 2 0 1 8 - 1 9


18 Interest income


For the year endedMarch 31, 2018Interest on loans 15,990.95 20,147.63Interest on others

Total 15,990.95 20,147.63

19 Dividend income


For the year endedMarch 31, 2018Dividend on equity instruments 4.05 -

Total 4.05 -

20 Sale of product/service


For the year endedMarch 31, 2018Sale of shares 37,006.35 47,167.26Sale of services (Management fees) 242.08

Total 37,248.43 47,167.26

21 Other income


For the year endedMarch 31, 2018Interest on Income Tax refund 36.83 -Miscellaneous Written off 2,364.27 -

Total 2,401.10 -

22 Finance Cost



On financial liabilities measured at amortised cost:Interest & Other Expense - 630.07Demat Charges 112.17 -Total 112.17 630.07

23 Impairment on financial assets



Loans Expected credit loss 9,714.63 -Write off (net of recoveries) 8,849.17Total 18,563.80 -

l:. l:. l:. l:. l:.

70 | P a g e 2 0 1 8 - 1 9

24 Purchase of stock in trade


For the year endedMarch 31, 2018Purchase of equity instruments 40,979.46 29,033.35

Total 40,979.46 29,033.35

25 Changes in inventory of finished goods


For the year endedMarch 31, 2018Opening Stock of equity instruments 15,884.28 56,735.18Less: Closing stock of equity instruments 14,644.96 15,884.28

Total 1,239.32 40,850.90

26 Employee benefits expense


For the year endedMarch 31, 2018Salaries & wages including bonus 1,635.19 1,018.53Director Remuneration 150.00 300.00

Total 1,785.19 1,318.53

27 Other expenses


For the year endedMarch 31, 2018Depository & Listing Fee 435.20 492.08Advertisement Exp. 37.25 32.87Annual Listing Fees 8.09 -Asset balance written off 42.34 -Audit Fees 100.00 100.00AGM Meeting Expense - -Bank Charges (4.50) 10.33Brokerage & Other Charges 18.55 -Business Promotion Expense - 361.63Conveyance Expense - -Director RemunerationElectricity Expenses 21.53 -General Expense 93.72 68.89Car Insurance Expense 17.12 18.23TDS Interest Expense 3.48 -Internet Expense 3.60 -Postage & Telegram Expense 1.57 66.70Printing & Stationary Expense 8.68 38.583Rent Expense 412.50 322.00Repairs & Maintenance Expense 3.30 11.519ROC Fees Expense 8.20 51.92STT Expense 39.71 -Telephone Expense 16.16 52.45Travelling Expense 62.15 45.462TDS Penalty - 34.18Website Maintenance Exp - 4.00Registration Fees - -Professional Fees 159.05 141.15-

Total 1,487.71 1,851.99

(a) Details of payment to auditors (excluding applicable taxes)



(i) Auditors’ remunerationa) Statutory audit fee 90.00 90.00b) Tax audit fee - -c) Certification and Consultation fees 10.00 10.00Total payment to auditors 100.00 100.00

71 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS FINANCE LIMITEDNotes forming part of financial statements for the year ended March 31, 2019

28 Income tax expense(Rupees in thousands)



Current tax - -Deferred tax 139.00MAT credit entitlement -Total tax expenses 139.00 -

29 Earnings per share



Profit/(Loss) attributable to equity shareholders (`) (A) [Rupees in thousands] (8,815.44) (6,727.01)Weighted average number of outstanding equity shares (B) 13,000.10 13,000.10Nominal value per equity share (`) 10.00 10.00Basic EPS ( in ` ) (A/B) (0.68) (0.52)Diluted EPS (in ` ) (A/B) (0.68) (0.52)

The calculation of Earning Per Share (EPS) as disclosed in the statement of profit and loss has been made in accordance with Indian Accounting Standard (IndAS)-33 on “Earning Per Share” given as under: -

72 | P a g e 2 0 1 8 - 1 9


30 Related party disclosures #

(a) Name and nature of related party relationships

Name of Related Party RelationshipYasin Gori Director( w.e.f.19/09/2018)Jayraj K.Selara Chief Financial OfficerDharmikbhai R. Solanki Company SecretoryUrmilaben S. Talsaniya Whole Time DirectorHemal Gohel DirectorShailesh Chandarana Independent DirectorBinaliben Sharma Independent DirectorBhavik Prajapati Chief Financial Officer(w.e.f.23/04/2019(b) Description of the nature of transactions with the related parties

(Rupees in thousands)

Particulars Financial Year 2018-19 Financial Year 2017-18

1) Salary and Remuneration PaidYasin Gori 150.00Dharmik Solanki 329.50Jayraj K. Selara 300.00Urmilaben Talsaniya 300.002) Business advances given 411.50Hemal Gohel# Related party relationship is as identified by the Company on the basis of information available with them and reliedupon by the auditors.

31 The previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amountsand other disclosures for the preceding year are included as an integral part of the current year financial statements andare to be read in relation to the amounts and other disclosures relating to the current year.

Enterprises over which KMP is able to exercise significantinfluence

The related party disclosures in accordance with the requirements of Ind AS - 24 "Related Party Disclosures" has been given below: -

73 | P a g e 2 0 1 8 - 1 9


32 Financial Risk Management Objectives and Policies

(A) Financial risk management

(i) Market risk

(ii) Interest rate risk

Measurement,monitoring and management of Risk:

The following table provides a break-up of the Company’s fixed and floating rate borrowings: -(Rupees in thousands)


As atMarch 31, 2018

As atApril 1, 2017Fixed rate borrowings 105,565.15 -Floating rate borrowings - - -

Total borrowings - 105,565.15 - (iii) Liquidity risk management

Maturity profile of financial liabilities:Thetablebelowprovidesdetailsregardingtheremainingcontractualmaturitiesof inancialliabilitiesatthereportingdate.(Rupees in thousands)

As at March 31, 2019 Upto 1 year 1-2 years > 2 years Total

Financial liabilitiesLong term borrowings - - -Current maturities of long term debt - - - -Trade payables 486.86 - - 486.86Other financial liabilities 60,263.87 - 60,263.87Total financial liabilities 60,750.73 - 60,750.73

(iv) Credit risk management

Arising from: Liquidity risk arises from mismatches in the timing of cash flows, whereas funding risk arises when long term assets cannot be funded at the expected term resulting in cashflow mismatches.

Interest rate risk stems from movements in market factors, such as interest rates, credit spreads which impacts investments, income and the value of portfolios.Interest rate risk is measured, monitored by assessment of probable impacts of interest rate sensitivities under stimulated stress test scenarios given range of probable interest rate movementson both fixed and floating assets and liabilities.

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with therisk management policy of the Company. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying andmapping controls against these risks, monitor the risks and their limits, improve risk awareness and transparency.These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company seeks to minimise the effects of these risks by usingderivative financial instruments, credit limit to exposures, etc., to hedge risk exposures.Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: foreigncurrency risk, interest rate risk, investment risk.

Arising from:

Measurement,monitoring and management of Risk:Credit risk is measured as the amount at risk due to repayment default of a customer or counterparty to the Company. Various matrics such as EMI default rate, overdue position, collectionefficiency, customers non performing loans, etc. are used as leading indicators to access credit risk.

Arising from:Credit risk is the risk of financial loss arising out of a customer or counterparty failing to meet their repayment obligations to the company.

Measurement,monitoring and management of Risk:Liquidity and funding risk is measured by identifying gaps in the structural and dynamic liquidity statements.Monitored by assessment of the gap between visibility of funds and the near termliabilities given under current liquidity conditions and evolving regulatory directions for NBFCs.

74 | P a g e 2 0 1 8 - 1 9

33 (A) Fair value measurement

(a) Financial assets(Rupees in thousands)

Particulars

Amortised Cost Carrying value Amortised Cost Carrying value Amortised Cost Carrying value

(i) Measured at amortised costTrade receivables - - 19,485.33 19,485.33 649.49 649.49Cash and cash equivalents 492.42 492.42 473.90 473.90 195.03 195.03Bank balances other than cash and cash equivalents 2,218.14 2,218.14 18,061.12 18,061.12 92.32 92.32Loans 337,026.02 337,026.02 365,224.15 365,224.15 267,455.14 267,455Investments 1,005.00 1,005.00 1,005.00 1,005.00 1,205.00 1,205.00Total financial assets at amortised costs (A) 340,741.58 340,741.58 404,249.50 404,249.50 269,596.98 269,596.98

(ii) Measured at fair value through othercomprehensive income - - - - - -Non-current Investments - - - - - -Total financial assets at fair value throughother comprehensive income (B)

- - - - - -

Total financial assets 340,742 340,741.58 404,249.50 404,249.50 269,596.98 269,596.98

(b) Financial liabilities(Rupees in thousands)

Particulars

Amortised Cost Carrying value Amortised Cost Carrying value Amortised Cost Carrying value

(i) Measured at amortised costTrade payables 486.86 486.86 12,487.11 12,487.11 16,050.50 16,050.50Other payables 154.35 154.35 470.18 470.18 249.00 249.00Other financial liabilities 60,263.87 60,263.87 105,565.15 105,565.15 - -Total financial liabilities 60,905.08 60,905.08 118,522.44 118,522.44 16,299.50 16,299.50

The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties in an orderly markettransaction, other than in a forced or liquidation sale.

As atApril 1, 2017

As atMarch 31, 2019

As atMarch 31, 2018

As atMarch 31, 2019

As atMarch 31, 2018

As atApril 1, 2017

34 First time adoption of Ind-AS

(i) Optional exemptions availed :

1 Fair value measurement of financial assets or financial liabilities at Initial Recognition

(ii) Applicable mandatory exceptions:1 Estimates

2

These financial statements are the Company's first standalone financial statements prepared in accordance with Ind AS based on the permissible options and exemptions available to theCompany in terms of Ind AS 101 'First time adoption of Indian Accounting standards'. For periods up to and including the year ended on March 31, 2018, the Company prepared itsfinancial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules,2014 (previous GAAP).Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on March 31, 2019, together with the comparative period data as atand for the year ended March 31, 2018, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet wasprepared as at April 1, 2017, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its previous GAAP financialstatements, including the balance sheet as at April 1, 2017 and the financial statements as at and for the year ended March 31, 2017.

Company has elected to apply requirement in paragraph B5.1.2A of Ind AS 109 prospectively to transactions entered into on or after the date of transition to Ind ASs.

The estimates at April 1, 2017 and at March 31, 2018 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to reflect any differences in accounting policies, ifany) apart from the following items where application of previous GAAP did not require estimation:► FVTPL investments► FVTOCI – debt securities► Impairment of financial assets based on expected credit loss model

As required under Ind AS 101, the classification of financial assets to be measured at amortised cost or fair value through other comprehensive income is made on the basis of the facts and circumstances thatexisted on the date of transition to Ind AS.Classification and measurement of financial assets

75 | P a g e 2 0 1 8 - 1 9

(iii) Reconciliation between previous GAAP and Ind AS:

1 Reconciliation of equity between previous GAAP and Ind AS

Particulars As at As at31-Mar-18 1-Apr-17

Total Equity (Capital & Reserves) as per Indian GAAP 302,689.66 309,232.22ADD: Deferred Tax Asset - -ADD: Reversal of Deferred Tax Liability - -Total Equity (Capital & Reserves) as per Ind AS 302,689.66 309,232.22

2 Total comprehensive income reconciliation for the year ended March 31, 2018

Year Ended (8,815.44)

-

-

-

-

-

-

-

-

-

(8,815.44)

-

(8,815.44)

Tax impacts on Ind AS adjustments

3 Reconciliation of Equity as at April 1, 2017 and as at March 31, 2018

Particulars

As per IndianGAAP Adjustments As per Ind AS

As per IndianGAAP Adjustments As per Ind AS

ASSETS(1) Financial assets(a) Cash and cash equivalents 473.90 - 473.90 195.03 - 195.03(b) Bank and bank equivalents 18,061.12 - 18,061.12 92.32 - 92.32(c) Trade receivables 19,485.33 - 19,485.33 649.49 - 649.49(d) Loans 365,224.15 - 365,224.15 267,455.14 - 267,455.14(e) Investments 1,005.00 - 1,005.00 1,205.00 - 1,205.00-

Total financial assets 404,249.50 404,249.50 269,596.98 269,596.98-(2) Non financial assets -(a) Inventories 15,884.28 - 15,884.28 56,735.18 - 56,735.18(b) Deffered tax assets 111.05 - 111.05 111.05 - 111.05(c) Property, plant and equipment 573.87 - 573.87 746.47 - 746.47(d) Other non financial assets 1,882.26 - 1,882.26 - - -

Total non financial assets 18,451.46 18,451.46 57,592.71 57,592.71-TOTAL ASSETS 422,700.96 422,700.96 327,189.69 327,189.69-LIABILITIES AND EQUITY -Liabilities -

(1) Financial liabilities -(a) Trade payables 12,487.11 - 12,487.11 16,050.50 - 16,050.50(b) Other payables 470.18 - 470.18 249.00 - 249.00(c) Borrowings 105,565.15 - 105,565.15 - - --118,522.44 118,522.44 16,299.50 16,299.50-

(2) Non financial liabilities -(a) Provisions 1,410.07 - 1,410.07 1,410.07 - 1,410.07(b) Deferred tax liability (net) - - - - - -(c) Other non financial liabilities 78.79 - 78.79 247.89 - 247.89Total non financial liabilities 1,488.86 1,488.86 1,657.96 1,657.96

Total liabilities

Equity(1) Equity share capital 130,001.00 - 130,001.00 130,001.00 - 130,001.00(2) Other equity 172,688.66 - 172,688.66 179,231.22 - 179,231.22

TOTAL LIABILITIES AND EQUITY 422,700.96 422,700.96 327,189.68 327,189.68

Note :

(4) Notinal Interest on Deposits received

(5) Notinal Interest on ZCB

Particulrs(1) Net Profit (Loss) as per Previous Indian GAAP

Reconciliation between financial results as previously reported under Indian GAAP and as per Ind AS for Quarter and year ended on March 31,2019:

(2) Fair Market Valuation of Debentures & Deposits

(3) Depreciation on fair valuation of Fixed Assets

(6) Deferred Tax impact on above adjustments

The figures of Indian GAAP have been reclassified to confirm to presentation requirements of Division III of Schedule III of Companies Act, 2013 as applicable to a company whose financialstatements are required to be drawn up in compliance of the (Indian Accounting Standards) Rules, 2015.

(6) Reversal of Deferred Tax *

(7) Share Issue Expenses

(7) Acturial Gain / Loss on employees benefit

(8) Total (2 to 6)

(9) Net Profit (Loss) before OCI as per Ind As (1+8)

(10) Other Comprehensive Income

(11) Total Comprehensive Income as per Ind AS (9+10)

As at March 31, 2018 As at April 1, 2017

The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and loss approach under previous GAAP) for computation of deferred tax has resulted inchanges in the taxes. The resulting changes have been recognised in the retained earnings on the date of transition and the changes in the taxes in the subsequent periods are recognised in the statement of

76 | P a g e 2 0 1 8 - 1 9

4 Reconciliation of Other equity for the year ended March 31, 2018

Particulars As per Adjustments As perIndian GAAP Ind ASI Revenue From Operations - - -(i) Interest income 20,147.63 - 20,147.63(ii) Dividend income - - -(iii) Sale of product/service 47,167.26 - 47,167.26II Other Income - - -

III Total Income (I+II) 67,314.89 - 67,314.89

IV EXPENSESFinance costs 630.07 - 630.07Purchases of Stock-in-trade 29,033.35 - 29,033.35Changes in inventories of finished goods, work-inprogressand stock-in-trade 40,850.90 - 40,850.90Employee benefit expenses 1,318.53 - 1,318.53Depreciation and amortisation expense 357.06 - 357.06Other expenses 1,851.99 - 1,851.99Total expenses 74,041.89 - 74,041.89

V Profit/(loss) before tax (III-IV) (6,727.01) - (6,727.01)

VI Tax expense:Current tax - - -Income tax earlier yearsDeferred taxMAT credit entitlementTotal Tax expense - - -

VII Profit/(loss) for the year (V-VI) (6,727.01) - (6,727.01)

VIII Other Comprehensive Income

Items that will not be reclassified to profit or lossRe-measurement losses/(gain) on defined benefit plansEquity instruments through other comprehensive incomeIncome tax relating to items that will not be reclassified toprofit or lossOther Comprehensive Income/(Loss) for the year - -

IX Total Comprehensive Income for the year (VII+VIII) (6,727.01) - (6,727.01)

35 Capital managementRisk Managemnt

The Capital Structure of the company is based on management's judgment of the appropriate balance of the key.

As at March 31, 2018

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholdersthrough efficient allocation of capital towards expansion of business, opitimisation of working capital requirements and deployment of surplus fundsinto various investment options.

77 | P a g e 2 0 1 8 - 1 9

ACCOUNTING POLICIES

Note 1 : Corporate Information

Genka Business Finance Limited is a company limited by shares, domiciled in India, incorporated under the provisions ofCompanies Act applicable in India. The Company's shares are listed on BSE, a recognised stock exchange,in India. Theregistered office of the company is located at 3rd, 15/A Kalakar ST, Kolkata, West Bengal, 700007. The company isengaged in the business of lending. GBFL also accepts loans-advances and offers variety of financial services to itscustomers.The standalone financial statements comprise of financial statements of Goenka Business Finance Limited forthe year ended March 31, 2019. The standalone financial statements were authorised for issue in accordance with aresolution of the Board of directors on May 30, 2019.

Note 2 : Basis of preparation

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per theCompanies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under section 133 ofthe Companies Act, 2013 (the Act) along with other relevant provisions of the Act and the Master Direction-NonBanking Financial Company ('the NBFC Master Directions') issued by RBI. The financial statements have been preparedon a going concern basis. The company uses accrual basis of accounting except in case of certain uncertainties.For allperiods up to and including the year ended 31 March, 2018, the company had prepared its financial statements inaccordance with accounting standards notified under section 133 of the Companies Act, 2013, read together withparagraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules,2016 and the NBFC Master Directions (herein referred as 'Previous GAAP'). These financial statements for the yearended 31 March, 2019 are the first, the company has prepared in accordance with Ind AS. The company has applied IndAS 101 'First-Time Adoption of Indian Accounting Standards', for transition from previous GAAP to Ind AS. Anexplanation of how transition to Ind AS has affected the previously reported financial position, financial performanceand cash flows of the Company.

2(a) Presentation of financial statements

The company presents its Balance Sheet in order of liquity.The company generally reports financial assets and financialliabilities on a gross basis in the Balance Sheet. They are offset and reported net only when Ind AS specifically permitsthe same or it has an unconditionally legal enforceable right to offset the recognised amounts without being contingenton a future event. Similarly, the Company offsets incomes and expenses and reports the same on a net basis whenpermitted by Ind AS specifically unless they are material in nature.

2(b) Critical accounting estimates and judgements

The preparation of the Company's financial statements requires Management to make use of estimates andjudgements. In view of the inherent uncertainties and a level of of subjectivity involved in measurement of items, it ispossible that the outcomes in the subsequent financial years could differ from those on which the Managements'sestimates are based. Accounting estimates and judgements are used in various line items in the financial statements.

3 Summary of significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements.These policies have been consistently applied to all the years presented, unless otherwise stated.

Revenue recognition

(i) Interest incomeRevenue is recognised to the extent that it is probable that the economic benefits will flow to the company and therevenue can be reliably measured. Interest is recognised on a time proportion basis taking into account the amountoutstanding and the rate applicable.

78 | P a g e 2 0 1 8 - 1 9

(ii) Dividend incomeDividend income on equity shares is recognised when the Company's right to receive the payment is established, whichis generally when shareholders approve the dividend.

(iii) Other incomeOther revenues are recognised as per applicable and relevant Ind AS.

(iv) TaxesIncomes are recognised net of the Goods and Service Tax, wherever applicable.

Expenditures

(i) Finance CostsBorrowing costs on financial liabilities are recognised as per relevant Ind AS.

(ii) Depreciation, Amortization and impairmentDepreciation has been provided using the written down value method as per the rates prescribed under schedule II ofthe Companies Act, 2013.

(iii) TaxesExpenses are recognised net of the Goods and Services Tax/Service tax, except where the input tax is not statutorilypermitted.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, other short term, highly liquid investments with original maturities ofthree months or less that are readily convertible to known amounts of cash and which are subject to an insignificant riskof changes in value.

Financial instruments

Financial intruments, comprising of financial assets and liabilities are being recorded as per relevant Ind AS and thechanges in significant changes (increase or decrease) in the credit risk are being monitored and accordingly impairmenton financial instruments is recoginsed against such instruments as per relevant Ind AS.

Investments

The policy opted for recording investments is at amortised cost as per the relevant Ind AS.

Taxes

(i) Current taxCurrent tax assets and liabilities are measured at the amount expected to be recovered from ot paid to the taxationauthorities, in accordance with the Income Tax Act, 1961.

(ii) Deferred taxDeferred tax is provided using the Balance sheet approach on temporary differences between the tax bases of assetsand liabilities and their carrying amounts for financial reporting purposes at the reporting date.Deferred tax liabilitiesare recognised for all taxable temporary differences and deferred tax assets are recognised for deductible temporarydifferences to the extent that it is probable that taxable profits will be available against which the deductible temporarydifferences can be utilised.

79 | P a g e 2 0 1 8 - 1 9

Inventories

Inventories of shares have been recorded at lower of cost and net realisable value as per relevant Ind AS.Net realisablevalue is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimatedcosts necessary to make the sale.

Property, plant and equipment

Property, plant and equipment are carried at historical cost (amortised cost) of acquisition less accumulateddepreciation and impairment losses, consistent with the criteria specified in Ind AS 16 'Property, Plant and equipment'.

Impairment of financial assets

The policy opted for recoginsing impairment on financial instruments is as per the Expected Credit loss in n comingfinancial years and accordingly financial assets are categorised are monitored upon for their timely recovery andresultanlty the Expected Credit loss is provided for.

Provisions and Contingent Liabilities

A provision is recognized when the company has a present obligation as a result of past event, it is probable that anoutflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate canbe made of the amount of the obligation.These estimates are reviewed at each reporting date and adjusted to reflectthe current best estimates.A contingent liability is a possible obligation that arises from past events whose existence willbe confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of thecompany or a present obligation that is not recognized because it is not probable that an outflow of resources will berequired to settle the obligation. There is no contingent liability as at 31st March, 2019.

Segment Reporting

The company operates in single category of service therefore separate segment reporting is not done.

I

I

80 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDBalance Sheet as at 31 March 2019 ( As per Accounting standards )

As at As atNotes 31 March 2019 31 March 2018

Equity and LiabilitiesShareholder's funds Share capital 3 130,001,000 130,001,000 Reserves and surplus 4 163,873,435 172,688,660

293,874,435 302,689,660Non-current liabilities Long Term Borrowings 5 - 105,565,151 Long term provisions 6 997,874 527,840Deferred tax liability 7 27,739 -

1,025,613 106,092,991Current liabilitiesShort-term borrowings - - Trade payables 8 486,856 12,487,108 Other current liabilities 9 60,428,223 548,971 Short-term provisions 10 184,286 882,233

61,099,365 13,918,312355,999,413 422,700,963

AssetsNon-current assets Fixed assets

Tangible assets 11A 372,398 564,877Intangible assets 11B 5,808 8,988

Long-term loans and advances 10 - - Other non-current assets 12 - -

378,206 684,915

Current assets Current investments 13 1,005,000 1,005,000 Trade receivables 14 - 19,485,331 Cash and bank balances 15 2,710,552 18,535,018 Inventory 16 14,644,968 15,884,283 Short-term loans and advances 17 337,026,017 365,224,153 Other Current Assets 18 234,670 1,882,263

355,621,207 422,016,048Total 355,999,413 422,700,963Summary of significant accounting policies 1,2The Accompanying notes are integral part ofthe financial statements

For and on behalf of the Board of Directors ofGOENKA BUSINESS & FINANCE LIMITED

sd/- sd/-Yasin Gori Hemal GohelDirector DirectorDIN:08221979 DIN:07830036

sd/- sd/-Bhavinkumar Prajapati Dharmik SolankiChief Financial Officer Company SecretaryPAN-ALTPP4674R PAN-DFYPS7184R

Place : Ahmedabad

Total Non Current Assets

Total Current Assets

Amount in Rupees

Total

Total Non Current Liabilities

Total Current Liabilities

Total Shareholder's Fund

81 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDStatement of Profit and Loss for the year ending 31 March 2019

For the year ended For the year endedNote 31 March 2019 31 March 2018

Particulars

Income Revenue from operation 19 52,997,301 67,314,881 Other income 20 2,647,229 -

Total revenue 55,644,530 67,314,881

Expenses Purchase of stock in trade 21 40,979,460 29,033,347 Changes in Inventories 22 1,239,314 40,850,885 Finance cost 23 112,173 630,070 Employee benefit expenses 24 1,785,190 1,318,533 Depreciation 25 153,316 357,062 Other expenses 26 20,051,511 1,851,989Total expenses 64,320,964 74,041,886

Profit before tax (8,676,434) (6,727,005)Tax expenses Current tax - - Deferred tax 12 138,789

138,789 -

Profit for the year (8,815,223) (6,727,005)Earning per equity share (nominal value of share Rs.10)

Basic and Diluted 27 (0.68) (0.52)

Summary of significant accounting policies 1,2The Accompanying notes are integral part ofthe financial statements




Place : Ahmedabad

Amount in Rupees

Total tax expenses

I

-

I

I

82 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDCash flow statement for the year ended 31 March 2019

Particular As at As at31 March 2019 31 March 2018

A. Cash Flow From Operating ActivitiesNet profit before tax and extra ordinary item (8,676,434) (6,727,015)Add :(A) Depreciation 153,316 357,062(B) Balance of asset written off 42,343Operating profit before working Capital Changes (8,480,775) (6,369,953)Adjustment for working capital changes(Increase)/Decrease In Current Assets 50,570,375 (77,636,226)(Increase)/Decrease In Current liability 47,651,085 (3,511,309)(Increase)/Decrease In Borrowing (105,565,151) 105,565,151

Cash Flow From Operation 15,824,466 18,047,663Less: Direct Tax Paid - -Cash Inflow before extraordinery items &prior year adjustment 15,824,466 18,047,663Extraordinery items and prior yearadjustment - -Net cash from Operating activities 15,824,466 18,047,663

B. Cash Flow From Investing ActivitiesSale of Investment - 200,000Net cash from Investing activities - 200,000

C. Cash Flow From Financing ActivitiesProceeds from issue of equity shares - -Net cash from Investing activities - -

(15,824,466) 18,247,66318,535,018 287,355

2,710,552 18,535,018

Notes:1) The above Cash flow statement has been prepared under the 'Indirect method' set out in Accounting Standard 3 -Cash flow statements referred to in the Company's Accounting Standards Rules 2006.2) Cash flow in bracket indicates cash out flow.




Place : Ahmedabad

Net increase in cash and Bank equivalents during the yearAdd: Cash and Bank equivalents at the beginning of the yearCash and Bank equivalents at the end of the year (Refer note no 12)

83 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDNotes to financial statements for the year ended 31 March 20193. Share capital

31 March 2019 31 March 2018Authorised shares13,300,000 (Previous year 13,300,000) Shares of Rs. 10/- each 133,000,000 133,000,000

Issued, Subscribed and fully paid-up shares13,000,100 (Previous year 13,000,100) Equity shares of Rs. 10/- each 130,001,000 130,001,000fully paidTotal issued, subscribed and fully paid-up share capital 130,001,000 130,001,000

a. Terms/rights attached to equity shares

b. Details of shareholders holding more than 5% shares in the company

Numbers % holding Numbers % holdingEquity shares of Rs. 10 each fully paidRise High Tracom Private Limited 1,938,000 14.91% 1,938,000 14.91%Subhlabh Merchandise Private Limited 800,000 6.15% 800,000 6.15%Mukesh Commercial Private Limited 1,000,000 7.69% 1,000,000 7.69%Evergrowing Iron and Finvest Limited 1,200,000 9.23% 1,200,000 9.23%

C.The reconciliation of the number of Shares outstanding is as under:

Numbers Amount (Rupees) Numbers Amount (Rupees)

Number of shares at the beginning of the year 13,000,100 130,001,000 13,000,100 130,001,000Add: Shares issued during the year - - - -Add: Bonus shares issued during the year - - - -Number of shares at the end of the year 13,000,100 130,001,000 13,000,100 130,001,000

4. Reserves and Surplus

31 March 2019 31 March 2018

Security Premium Reserve 150,000,000 150,000,000Balance as at the end of the year 150,000,000 150,000,000

Opening balance 1,742,445 1,742,445- -

Balance as at the end of the year 1,742,445 1,742,445

Opening balance 20,946,215 27,488,768 Add/(Less) : Addition During The Year (8,815,225) (6,727,015) Add/(Less) : Fixed asset adjustment 184,462Balance as at the end of the year 12,130,990 20,946,215

Total 163,873,435 172,688,660

5. Long Term Borrowings31 March 2019 31 March 2018

Unsecured Loans # - 105,565,151Total - 105,565,151# Not repayable to related party

6. Long Term Provisions31 March 2019 31 March 2018

Contigent provision 997,874 527,840Total 997,874 527,840

Amount in Rupees

Amount in Rupees

31 March 2019

31 March 2019

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In theevent of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferentialamounts, in proportion to their shareholding.

(a) Reserves

(C) Surplus

31 March 2018

31 March 2018

Amount in Rupees

(b) Statutory Reserve

Add : Addition During The Year

Amount in Rupees

84 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDNotes to financial statements for the year ended 31 March 2019

7. Deferred tax liabilityAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Deferred tax liability relates to the following: Depreciation 27,739 -Total 27,739 -

8. Trade payables and Other current liabilitiesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Trade payables# 486,856 12,487,108Total 486,856 12,487,108

9.Other current liabilities Amount in Rupees Amount in Rupees31 March 2019 31 March 2018

Creditors for expences 154,350 470,177TDS Payable 10,000 78,794Other liabilities 60,263,873

Total 60,428,223 548,971

10. Short term provisionsAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Provision for Income Tax 184,286 882,233Total 184,286 882,233

12. Deferred tax assetAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Deferred tax asset relates to the following: - Depreciation - 111,050Total - 111,050

13. Current InvestmentsAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Equity instruments 1,005,000 1,005,000Total 1,005,000 1,005,000

14. Trade receivablesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018Secured, considered good a) Trade Receivables outstanding for a period exceeding six

months from the date they were due for payment - - b) Other receivables 19,485,331Total - 19,485,331

# The company has not received any intimation from the suppliers regarding status under the Micro, small and medium enterprises development Act,2006 ('the act') and hence disclosures regarding a) Amount due and outstanding to suppliers as at end of the accounting year, b) interest paid during theyear, c) interest payable at the end of the accounting year and d) interest accrued and unpaid at the end of the accounting year, has not been disclosedor provided. The company is making efforts to get the confirmations from the suppliers as regard their status under the act.

85 | P a g e 2 0 1 8 - 1 9


(A) Tangible Assets

Car 916,969 - - 916,969 583,506 91,368 - 674,874 242,095 333,463Camera 22,713 - - 22,713 11,077 4,700 - 15,777 6,936 11,636Computer 388,235 - - 388,235 305,256 21,112 42,343 368,711 19,524 82,979Mobile 58,559 - - 58,559 48,488 3,444 - 51,932 6,627 10,071Furniture 330,577 - - 330,577 211,344 27,264 - 238,608 91,969 119,233Office equipment 83,405 - 83,405 75,910 2,248 - 78,158 5,247 7,495

TOTAL-A 1,800,458 - - 1,800,458 1,235,581 150,136 42,343 1,428,060 372,398 564,877Previous Year's figures 1,615,985 184,473 - 1,800,458 884,519 351,062 - 1,235,581 564,877 731,466

(B) Intangible AssetsTally Software 14,988 - 14,988 6,000 3,180 - 9,180 5,808 8,988

TOTAL-B 14,988 - - 14,988 6,000 3,180 - 9,180 5,808 8,988Previous Year's figures 15,000 (12) 14,988 - 6,000 - 6,000 8,988 15,000

Gross block Accumulated depreciation Net block

Particulars As at April 1,2018

Addition/Adjustment*

Sale As at March31, 2019

As at April 1,2018

For the year Sale As at March31, 2019

As at March31, 2019

As at March31, 2018

As at March31, 2018

Particulars As at April 1,

2018 Addition/

Adjustment* Sale

As at March31, 2019

As at April 1,2018

For the year Sale As at March

31, 2019 As at March

31, 2019

Note 11 Fixed Assets

Gross block Accumulated depreciation Net block

86 | P a g e 2 0 1 8 - 1 9

15. Cash and Cash Equivalents Amount in Rupees Amount in Rupees31 March 2019 31 March 2018

Cash and Cash Equivalents Cash on hand 492,418 473,901

Balances with banks Current account 2,218,134 18,061,117

Total 2,710,552 18,535,018

16. InventoryAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 In Equity Shares : Quoted, fully paid up 14,644,968 15,884,283

Total 14,644,968 15,884,283

17. Short-term Loans and AdvancesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018Un-secured, considered good Balance with government authorities - - Security Deposite - - Other 337,026,017 365,224,153 Advances To Creditors - -Total 337,026,017 365,224,153

18. Other Current AssetsAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018TDS Receivable 210,000 1,851,181GST Receivable 24,670 31,082

Total 234,670 1,882,263

19. Revenue from operationsAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018Revenue from operations

Sale of Shares 37,006,351 47,167,255Revenue from interest income 15,990,950 20,147,626

Total Revenue from operations 52,997,301 67,314,881

20. Other incomeAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018Dividend income 4,050 -Sale of services 242,083 -Interest on Income Tax refund 36,830 -Miscellaneous Written off 2,364,266 -

Total 2,647,229 -

87 | P a g e 2 0 1 8 - 1 9

21. Purchase of equity sharesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Purchase of shares 40,979,460 29,033,347Total 40,979,460 29,033,347

22. Changes in InventoriesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Stock at commencement: Stock-in-Trade - Securities 15,884,282 56,735,168 Less: Stock at close: Stock-in-Trade - Securities 14,644,968 15,884,283Total 1,239,314 40,850,885

23. Finance costAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Interest Expense 630,070 Demat Charges 112,173Total 112,173 630,070

88 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDNotes to financial statements for the year ended 31 March 201924. Employee Cost

Amount in Rupees Amount in Rupees31 March 2019 31 March 2018

Salary and wages 1,635,190 1,018,533 Director Remuneration 150,000 300,000

Total 1,785,190 1,318,533

25. Depreciation and Amortisation ExpensesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Depreciation 153,316 357,062Total 153,316 357,062

26. Other expensesAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018 Depository & Listing Fee 435,200 492,079 Advertisement Exp. 37,251 32,867 Annual Listing Fees 8,090 - Asset balance written off 42,343 - Audit Fees - Statutory audit fees 90,000 90,000 - Tax audit fees 10,000 10,000 Bank Charges (4,497) 10,331 Brokerage & Other Charges 18,547 - Business Promotion Expense - 361,629 Electricity Expenses 21,528 - General Expense 93,721 68,893 Car Insurance Expense 17,119 18,228 TDS Interest Expense 3,477 - Internet Expense 3,600 - Postage & Telegram Expense 1,574 66,698 Printing & Stationary Expense 8,682 38,583 Rent Expense 412,500 322,000 Repairs & Maintenance Expense 3,300 11,519 ROC Fees Expense 8,200 51,920 STT Expense 39,712 - Telephone Expense 16,164 52,450 Travelling Expense 62,150 45,462 TDS Penalty - 34,180 Website Maintenance Exp - 4,000 Professional Fees 159,050 141,150 Provision on standard assets 9,714,631 - Provision for NPA 8,849,169 -Total 20,051,511 1,851,989

27. Earnings per ShareAmount in Rupees Amount in Rupees

31 March 2019 31 March 2018Profit for the year attributable to equity shareholder (8,815,223) (6,727,005)Weighted average number of equity shares considered in calculation of basic and dilutedearning per share (In Numbers)

13,000,100 13,000,100

Nominal value of equity share Rs. 10/- Rs. 10/-Basic and diluted earning per share (In Rupees) (0.68) (0.52)

89 | P a g e 2 0 1 8 - 1 9


28 Related Parties #Name of Related Party

i Key Managerial PersonnelYasin Gori

Jayraj K SelaraDharmikbhai R. Solanki

Urmilaben S. Talsaniya

Hemal GohelShailesh ChandaranaBinaliben Sharma

Bhavik Prajapati

Description ofRelationship Remuneration Business Advances

For the year ended 2017-181 Urmilaben S. Talsaniya Whole Time Director 300,000 -2 Hemal Gohel Director - 411,5003 Yasin Gori Director - -4 Dharmik Solanki Company secretary - -5 Jayraj Selara Chief Financial Officer

For the year ended 2018-191 Urmilaben S. Talsaniya Whole Time Director - -2 Hemal Gohel Director - -3 Yasin Gori Director 150,000 -4 Dharmik Solanki Company secretary 329,500 -5 Jayraj Selara Chief Financial Officer 300,000 -

#

29 The previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amountsand other disclosures for the preceding year are included as an integral part of the current year financial statements andare to be read in relation to the amounts and other disclosures relating to the current year.

Relationship

Related party relationship is as identified by the Company on the basis of information available with them and relied upon by the

Director

Whole Time Director (Upto 14thNovember,2018Company Secretary

Director (w.e.f.19th September, 2018)Chief Financial OfficerCompany secretary

Director

Names of Related Parties

Chief Financial Officer(w.e.f.23rd April, 2019)

90 | P a g e 2 0 1 8 - 1 9

ACCOUNTING POLICIES

1) Nature of operations

The company is carrying on the business of an Loan company and to invest-in, acquire or hold shares, bonds,securities, etc. Its main business is to acquire and hold and otherwise deal in the moneys from time to time insuch manner as may be determined to borrow and raise money with or without security and/or by the issue orsale of any bonds, mortgages, debentures and to devote any money so raised to any of the objects of all kindsupon such terms as may be arranged.

2) Basis of Preparation:

The financial statements have been prepared to comply in all material respects with the Accounting Standardsnotified by Companies (Accounting Standards) Rules, 2014, and the relevant provisions of the Companies Act,2013. The financial statements have been prepared under the historical cost convention on an accrual basis.The accounting policies have been consistently applied by the Company and are consistent with those used inthe previous year.

2.1) Statement of Significant Accounting Policies:

a) Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted AccountingPrinciples(GAAP). It requires management of the Company to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosures relating to contingent liabilities as ofthe date of the financial statements and the results of operations during the reporting period. Althoughthese estimates are based upon management's best knowledge of current events and actions, actualresults could differ from these estimates.

b) Tangible Fixed Assets

Tangible fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairmentlosses. The cost comprises purchase price, borrowing costs (if capitalization criteria are met) and directlyattributable cost of bringing the asset to its working condition for the intended use. Any trade discountsand rebates are deducted in arriving at the purchase price. Subsequent expenditure related to an item oftangible 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 fixedassets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are chargedto the statement of profit and loss for the period during which such expenses are incurred.

c) Depreciation on Fixed Assets

Depreciation is provided using the Written Down Value Method as per the rates prescribed under scheduleII of the Companies Act, 2013.

d) Valuation of Inventory

Stock in trade is valued at lower of cost and net realizable value. Cost of stock in trade is determined on afirst in first out basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs ofcompletion and estimated costs necessary to make the sale.

91 | P a g e 2 0 1 8 - 1 9

e) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Companyand the revenue can be reliably measured.

i) InterestInterest is recognised on a time proportion basis taking into account the amount outstanding and therate applicable.

f) Earning Per Share

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

g) Provisions and Contingent Liabilities

A provision is recognized when the company has a present obligation as a result of past event, it isprobable that an outflow of resources embodying economic benefits will be required to settle theobligation 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 theobligation at the reporting date. These estimates are reviewed at each reporting date and adjusted toreflect the current best estimates. A contingent liability is a possible obligation that arises from past eventswhose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain futureevents beyond the control of the company or a present obligation that is not recognized because it is notprobable that an outflow of resources will be required to settle the obligation. There is no contingentliability as on 31st March 2019.

h) Current and Deferred Tax

Tax expense comprises of current and deferred tax. Current income tax is measured at the amountexpected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India.Deferred income taxes reflects the impact of current year timing differences between taxable income andaccounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at thebalance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable rightexists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred taxliabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets arerecognised only to the extent that there is reasonable certainty that sufficient future taxable income will beavailable against which such deferred tax assets can be realised. In situations where the company hasunabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there isvirtual certainty 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. It recognisesunrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, asthe case may be that sufficient future taxable income will be available against which such deferred taxassets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain orvirtually certain, as the case may be, that sufficient future taxable income will be available against whichdeferred tax asset can be realised. Any such write-down is reversed to the extent that it becomesreasonably certain or virtually certain, as the case may be, that sufficient future taxable income will beavailable.

92 | P a g e 2 0 1 8 - 1 9

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax.The company recognizes MAT credit available as an asset only to the extent that there is convincingevidence that the company will pay normal income tax during the specified period, i.e., the period forwhich MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT creditas an asset in accordance with the Guidance Note on Accounting for Credit Available in respect ofMinimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to thestatement of profit and loss and shown as “MAT Credit Entitlement.” The company reviews the “MATcredit entitlement” asset at each reporting date and writes down the asset to the extent the company doesnot have convincing evidence that it will pay normal tax during the specified period.

i) Cash and Cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand andshort-term investments with an original maturity of three months or less.

j) Segment Reporting

The company operates in single category of product therefore separate segment reporting is not done.

k) Investment

Investments that are readily realisable and intended to be held for not more than a year are classified ascurrent investments. All other investments are classified as long-term investments. Current investmentsare carried at lower of cost and fair value determined on an individual investment basis. Long-terminvestments are carried at cost. However, provision for diminution in value is made to recognise a declineother than temporary in the value of the investments.

93 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDRegd. Office: 18, Rabindra Sarani, Poddar Court, Gate No. 4, 2nd Floor, Room No. 17, Kolkata-700001

Corporate Office: 302, Pick point Complex, Dr. yagnik road, Opp. Swami vivekanand Statue, Rajkot-360002CIN: L67120WB1987PLC042960 Website: www.goenkabusinessfinancelimited.in

E-mail Id:[email protected]: 033-22250016

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

32nd ANNUAL GENERAL MEETING – SEPTEMBER 27, 2019

Members’ Name andAddress 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 atthe 32nd Annual General Meeting of the Company at 18, Rabindra Sarani, Poddar Court, Gate No. 4, 2th Floor, Room no. 17, Kolkata,700001 at 10.00 a.m. on Friday, the 27thSeptember, 2019.

Member’s Name: ____________Proxy’s Name:_______________

Member’s/Proxy’s Signature________________

ELECTRONIC VOTING PARTICULARS

Electronic Voting SequenceNumber (EVSN) User id Password

Please use existing user id and password

Note: Please refer to the instruction printed under the note to the Notice of the 32nd Annual General Meeting. The E-votingperiod starts Thursday, 24-09-2019 at 9:00 am IST and ends on Thursday 26-09-2019 at 5:00 pm IST. The E-Voting portal shall bedisabled by CDSL immediately after 5:00 pm IST on 26-09-2019.

94 | P a g e 2 0 1 8 - 1 9

Intentionally Kept Blank this page

I I

D

I

I

95 | P a g e 2 0 1 8 - 1 9

GOENKA BUSINESS & FINANCE LIMITEDRegd. Office: : 18, Rabindra Sarani, Poddar Court, Gate No. 4, 2nd Floor, Room No. 17, Kolkata-700001

Corporate Office: 302, Pick point Complex, Dr. yagnik road, Opp. Swami vivekanand Statue, Rajkot-360002CIN: L67120WB1987PLC042960 Website: www.goenkabusinessfinancelimited.in

E-mail Id:[email protected]: 033-22250016

Form No. MGT-11Proxy 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 AddressE-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 32nd Annual General Meeting of the company, to be held onFriday, the 27th day of September at 10:00 A.M. at 18, Rabindra Sarani, Poddar Court, Gate No. 4, 2nd Floor, Room no. 17, Kolkata,700001and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl.No.

Resolution(S) I /we assent tothe Resolution(FOR)

I /we dissent tothe Resolution(AGAINST)

1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’sfor the financial year 31st March, 2019

2. Re Appointment of Mr. Hemal Gohel (DIN: 07830036) as Director of the Company WhoRetire by rotation.

3. Appointment of Mrs. Binaliben Nimeshkumar Sharma (DIN : 08372549) as an IndependentDirector for an initial period of five years.

4. Appointment of Mr. Shailesh Ramniklal Chandarana (DIN: 00798567) As an IndependentDirectorfor an initial period of five years.

5. Regularization of Mr. Bhavikkumar Shankarlal Prajapati (DIN: 08480627) As Director of theCompany.

6. Appoint Mr. Yasin Gori (DIN: 08221979) As an Whole Time Director of the Company.

7. To Approve Special Resolution for Make Borrowing Upto 250 Cr.

8. To Approve Special Resolution for Provide loans, advances and investment upto 150 cr.

* Applicable for investors holding shares in Electronic form.

Signed this ___day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the shareholderacross 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 48hours before the commencement of the Meeting.2) The proxy need not be a member of the company.

ELECTRONIC VOTING PARTICULARSEVEN (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.

AffixRevenueStamps

c <,

J J4 .. fAU..R H :!

Iii c

D :J

TALTALA =r

°''"S.. Q '"");.,,

~ • .,~'° ~

£J

0

•

Mt1/tn.1t.n ,, ..... w .. c.,~ 0 ,,

1r t ,0 0

': Lll.iHU 8J.\,AU \ r ~

:RJCC t'f,1

AN t- t;! l r,

..,, 0 ~ t

Ii .il

~~ ~' \ ~

~ f

,.. 'f~ '

1-.,:.,Q:J)~ ·, 110· .. ·,~"11·1

W""

YAClhJo\!IA21\ft t "" t ,4.IJ:,I~ 411.«,s, ,,,,

01~ C.*',j• 2 ~<\?S i 'l

e s ,. r: It

k.Y>:ki,,e ~ • s ~ '<!,,

rrt, ~ i 0 f

;- l:l"IYe•i t.1U:CU'T"I 2 ,. J c

!I u ""4'CIMl(<W\1'1 Q

<:~CPAM Ke.TU "t,o&:l~"C r.,

LI bLOCJ; C ... nft

""i:trl(11 "'~~,ct a , cs ..,,.,,}•11 :,,,.._."

·, .. c -l' C!I .s: <, J 0 k ~ ! . A.iA,,'(

.b . ' Iii " ilRETn ,. IJ '-~

ti c

D ',f.

I 0

96 | P a g e 2 0 1 8 - 1 9

LOCATION MAP FOR VENUE OF ANNUAL GENERAL MEETING ON 27THSEPTEMBER, 2019

Documents

G~ GOENKA BUSINESS FINANCE'LTD. · 2019. 9. 4. · Dharmik ~gWi SECftETARY I AUTHOftlSED SIGtv.nm1 Company Secretary & Compliance Officer Your Faithfully, Thanking You Kindly take