DIRECTOR'S REPORT Dear Members 1. Your Directors present the 28th Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015. 2. Operating Highlights During the year under review total Income of the Company is Rs. 75,88,423.81 as against Rs. 5,57,917.97 in the previous year. The Company incurred a profit of Rs. 51,51,195.81 after taxes. Your Directors are putting in their best efforts to improve the performance of the Company. 3. Company's Affairs Goenka Business & Finance Limited (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company), engaged mainly, in the business of providing Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted. The Company offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets. 4. Material changes and commitments affecting the financial position of the Company after the close of financial year Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2015 till the date of this report. 5. Change In The Nature Of Business There were no changes in the nature of the Business during the Financial Year ended 31st March, 2015. 6. Dividend In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend for the financial year 2014-15. 7. Share Capital There is no change in the Equity Share Capital of the Company during the financial year under review. 8. Fixed Deposits The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. 9. Particulars of Loans, Guarantees or Investments Under Section 186 Particulars of Loans and Guarantees are provided in the financial statements (please refer the Note 11 to the financial Statements). 10. Internal Control Systems and Their Adequacy The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company, M/s. Shah Ravi & Co. checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business. 11. Transfer to Reserves As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration. Your Company has transferred a sum of Rs.10.30 lacs to Statutory Reserve as against the sum of Rs.0.71 lacs for the same last year. Also the company has transferred a sum of Rs.1.21 lacs to Contingent Provision against Standard Assets as against the sum of Rs. 5.02 lacs for the same last year and the same are in compliance with the applicable provisions prescribed under the Special reserves u/s 45-IC of the RBI Act,1934. 12. Statutory Auditors The Statutory Auditors of the Company - M/s. K Agarwal & Co., Chartered Accountants, have been appointed as statutory auditors of the company to fill the casual vacancy caused by the resignation of M/s. O.P Tulsyan & Co., Chartered Accountants, who shall hold office from the conclusion of the Board Meeting held on 28.05.2015 until the conclusion of 29th Annual General Meeting (AGM) of the company to be held in the year 2016. Your Company has received a certificate confirming their eligibility to be re-appointed as Auditor of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and Rules framed thereunder. 13. Auditors' Report There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company. 14. Extract of the annual return The extract of Annual Return in Form No. MGT -9 as per section 134(3)(a) of the Companies Act,2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2015, is annexed herewith. 15. Conservation of energy, technology absorption and foreign exchange earnings and outgo Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year. 16. Corporate Social Responsibility (CSR) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 17. Directors A) Changes in Directors and Key Managerial Personnel As per the provisions of section 149, 152 read with Schedule IV of the companies Act, 2013 and the companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mrs Sunitha Gupta was appointed as the Additional/ Independent/ Non-Executive Director of the Company. B) Declaration by an Independent Director(s) and re- appointment, if any Mrs Sunitha Gupta was appointed as the Additional/ Independent/ Non-Executive Director of the Company, has submitted a declaration that she meets the criteria for Independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years. 18. Number of meetings of the Board of Directors The board of Directors of the Company met 8 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013(hereinafter "the Act"). 19. Audit Committee The Audit committee comprises of four members, out of whom three are Non-Executive Directors and one is Executive director. The Committee met 4 (Four) times during the year. The details of the meetings of the committee are provided in the Corporate Governance Report. The terms of reference of the Committee is in accordance with that specified in clause 49 of the Listing Agreement with Stock Exchanges and also confirms to the requirements of provision of Section 177 of the Companies Act, 2013. 20. Details of establishment of vigil mechanism for directors and employees In compliance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions. Any actual or potential violation of the code, howsoever insignificant or perceived as such, is a matter of serious concern for the company and should be brought to the attention of the concerned. 21. Nomination and Remuneration Committee The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Director; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives. The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2014-15, no remuneration has been paid to any of the Director of the Company. 22. Particulars of contracts or arrangements with related parties: The company had not entered into any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso. 23. Managerial Remuneration: The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2014-15, no remuneration has been paid to any of the Director of the Company. 24. Secretarial Audit Report In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed thereunder, a Secretarial Audit Report in the prescribed format, obtained from a Company Secretary in practice, is required to be annexed to the Board's Report. In view thereof, The Board has appointed Mr. Anurag Fatehpuria, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Auditor's Report, in the prescribed format, for the period ended March 31, 2015 is annexed to this Directors'' Report and forms part of the Annual Report. 25. Corporate Governance Certificate Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report. 26. Risk management policy In today's economic environment, Risk Management is a very important part of business. The main aim or risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's risk management is embedded in the business processes. The Company's management system, organizational structures, processes, standards, code of conduct, behaviour and internal control system together governs how the company conducts the business and manages associated risks. 27. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that - a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 28. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board Sd/- Manish Dalmia Director DIN: 05155708 Place: Kolkata Date: 24th August, 2015 |