Directors Report of Goenka Business & Finance Ltd.

Mar 31, 2016

BOARD''S REPORT Dear Members

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

1. Financial Performance of the company

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

2. Operating Highlights

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

3. Company''s Affairs

Goenka Business & Finance Limited (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company), engaged mainly, in the business of providing Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted. The Company offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets.

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

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

5. Change in the Nature of Business

There were no changes in the nature of the Business during the Financial Year ended 31st March, 2016.

6. Dividend

In view of marginal profits made by the Company, your Directors regret their inability to recommend any dividend for the financial year 2015-16.

7. Share Capital

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

8. Fixed Deposits

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

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

Particulars of Loans and Guarantees are provided in the financial statements (please refer the Note 11 to the financial Statements).

10. Internal Control Systems and Their Adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company, M/s. Rajput Jain & Associates. Checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

11. Transfer to Reserves

As the company has not declared any dividend, therefore, the Company has not proposes to carry any sum to the General Reserves of the Company for the period under consideration. Your Company has transferred a sum of Rs.1.83 lacs to Statutory Reserve as against the sum of Rs.10.30 lacs for the same last year. Also the company has transferred a sum of Rs.62 Thousand to Contingent Provision against Standard Assets as against the sum of Rs. 1.21 lacs for the same last year and the same are in compliance with the applicable provisions prescribed under the Special reserves u/s 45-IC of the RBI Act,1934.

12. Statutory Auditors

M/S. M A A K & Asso. Chartered Accountants of Ahmedabad having Firm Registration no. 135024W be and is hereby appointed as the auditors of the company in place of the retiring auditors of M/S Alok Singh & Co. having firm registration no. 013811N chartered Accountants as statutory auditors of the company from this Annual General Meeting till the conclusion of next annual General Meeting after receiving a recommendation in this regard from the Audit Committee pursuant to the provision of section 139, 142 and other applicable provision if any, of the companies act 2013 and rules made there under, be and are hereby ratified and confirmed as statutory auditors of the company to carry out statutory for the financial year 2016-17.

13. Auditors'' Report

There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company.

14. Extract of the annual return

The extract of Annual Return in Form No. MGT - 9 as per section 134(3)(a) of the Companies Act,2013 read with Rule 8 of Companies Act(Accounts) Rules 2014 and Rule12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2016, is annexed herewith as Annexure-I.

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

Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.

16. Corporate Social Responsibility (CSR)

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

17. Directors A) Changes in Directors and Key Managerial Personnel

As per the provisions of section 149, 152 read with Schedule IV of the companies Act, 2013 and the companies (Appointment and Qualification of Directors) Rules, 2014(including any statutory modification(s) or reenactment thereof for the time being in force) and as per SEBI (LODR) Regulations, Ms. Nitixa Ramanuj was appointed as the Company Secretary and Compliance Officer of the Company and Mr. Jayrajbhai K Selara was appointed as Chief Financial Officer of the Company.

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

18. Number of meetings of the Board of Directors

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

19. Audit Committee

The Audit committee comprises of three members, out of whom two are Non-Executive Directors and one is Executive director. The Committee met 4 (Four) times during the year. The details of the meetings of the committee are provided in the Corporate Governance Report.

20. Details of establishment of vigil mechanism for directors and employees

In compliance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions.

Any actual or potential violation of the code, howsoever insignificant or perceived as such, is a matter of serious concern for the company and should be brought to the attention of the concerned.

21. Nomination and Remuneration Committee

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

22. Particulars of contracts or arrangements with related parties:

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

23. Managerial Remuneration:

The Independent Directors of the Company were not paid any sitting fee or any other remuneration or commission. During the financial year 2015-16, no remuneration has been paid to any of the Director of the Company.

24. Secretarial Audit Report

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed hereunder, a Secretarial Audit Report in the prescribed format, obtained from a company Secretary in practice, is required to be annexed to the Board''s Report. In view thereof, The Board has appointed Mr. Vikas Sharma, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Auditor''s Report, in the prescribed format, for the period ended March 31, 2016 is annexed to this Directors'''' Report as Annexure- II

Explanation to Auditor''s Remarks

The Secretarial Auditor''s Report (MR-3) contains some qualifications and adverse remarks for F.Y. 2015-16 which have been acknowledged by the Board and as important points were complied up to its applicability level and rest are complied later by the authorized personnel

25. Corporate Governance Certificate

Your Company has been complying with all the requ0irements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors ''Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report.

26. Risk management policy

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company''s risk management is embedded in the business processes. The Company''s management system, organizational structures, processes, standards, code of conduct, behavior and internal control system together governs how the company conducts the business and manages associated risks. The Policy is available on the Website of the Company, namely goenkabusinessfinancelimited.in

27. Directors'' Responsibility Statement

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

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Place: Kolkata For and on behalf of the Board

Date: 04-09-2016 Sd/-

Prashant Ghanshyambhai Ukani

DIN: 03406521

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Mar 31, 2015

Dear Members

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

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

1. Financial performance of the Company

Amount (Rs.)

Particulars 2014-2015 2013-2014

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

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

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

Less : Exceptional Items 9,455.00 -

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

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

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

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

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

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

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

Assets

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

2. Operating Highlights

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

3. Company's Affairs

Goenka Business & Finance Limited (registered with the Reserve Bank of India (RBI) as a Non-Banking Financial Company), engaged mainly, in the business of providing Secured and Unsecured Loans & Advances and investing in securities, both quoted and unquoted. The Company I offers specialized solutions for meeting specific liquidity requirements with technical insights into capital markets.

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

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

5. Change In The Nature Of Business

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

6. Dividend

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

7. Share Capital

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

8. Fixed Deposits

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

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

Particulars of Loans and Guarantees are provided in the financial statements (please refer the Note 11 to the financial Statements).

10. Internal Control Systems and Their Adequacy The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company, M/s. Shah Ravi & Co. checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of business.

Transfer to Reserves

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

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

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

12. Statutory Auditors

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

13. Auditors' Report

There were no qualifications, reservation or adverse remark or disclaimer as reported by the statutory auditor of the Company.

14. Extract of the annual return

The extract of Annual Return in Form No. MGT - 9 as per section 134(3) (a) of the Companies Act,2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 as on the financial year ended on 31.03.2015, is annexed herewith.

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

Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.

16. Corporate Social Responsibility (CSR)

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

17. Directors

A) Changes in Directors and Key Managerial Personnel

As per the provisions of section 149, 152 read with Schedule IV of the companies Act, 2013 and the companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification') or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mrs Sunitha Gupta was appointed as the Additional/ Independent/ Non-Executive Director of the Company.

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

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

18. Number of meetings of the Board of Directors

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

19. Audit Committee

The Audit committee comprises of four members, out of whom three are Non-Executive Directors and one is Executive director. The Committee met 4 (Four) times during the year. The details of the meetings of the committee are provided in the Corporate Governance Report.

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

20. Details of establishment of vigil mechanism for directors and employees

In compliance with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of Listing Agreement with the Stock Exchanges, your Company has established a vigil mechanism for the Directors and Employees of the Company through which genuine concerns regarding various issues can be communicated. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code "), which lays down h& principles and standards that should govern their actions. Any actual or potential violation of the code, howsoever insignificant or perceived as such, is a matter of serious concern for the company and should be brought to the attention of the concerned.

21. Nomination and Remuneration Committee

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

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

policy covering policies on remuneration payable to our senior executives.

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

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

22. Particulars of contracts on arrangements with related parties:

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

23. Managerial Remuneration:

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

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

24. Secretarial Audit Report

In terms of the provisions of Section 204 of the Companies Act, 2013 and Rules framed there under, a Secretarial Audit Report in the prescribed format, obtained from a Company Secretary in practice, is required to be annexed to the Board's Report. In view thereof, The Board has appointed Mr. Anurag Fatehpuria, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Auditor's Report, in the prescribed format, for the period ended March 31, 2015 is annexed to this Directors" Report and forms part of the Annual Report.

25. Corporate Governance Certificate

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

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report.

26. Risk management policy

In today's economic environment, Risk Management is a very important part of business. The main aim or risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's risk management is embedded in the business processes. The Company's management system, ,organizational structures, processes, standards, code of conduct, behaviour and internal control system together governs how the company conducts the business and manages associated risks.

27. Directors' Responsibility Statement

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

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of his Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board

Sd/-

Place: Kolkata Manish Dalmia

Date: 24th August, 2015 Director

DIN: 05155708

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Mar 31, 2014

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

FINANCIAL RESULTS :

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

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

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

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

Add/(Less): Mat Receivable - -

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

operation and for the year)

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

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

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

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

Basic/Diluted earnings per share 0.117 0.005

OPERATIONAL REVIEW :

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

DIVIDEND : '

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

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

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

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

AUDITORS :

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

DIRECTORS RESPONSIBILITY STATEMENT :

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

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

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

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

2) Foreign Exchange Earning/Outgo

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

3) Public Deposit

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

4) Particulars of Employees

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

5) Cash Flow Statement :

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

LISTING FEES :

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

CORPORATE GOVERNANCE

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

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

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

ACKNOWLEDGEMENTS :

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

Yours faithfully,

For and on behalf of the Board

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

CHAIRMAN

Date : 30th May, 2014.

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Mar 31, 2013

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

FINANCIAL RESULTS :

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

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

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

items and Tax

Provision for Taxation :

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

Add/(Less): Mat Receivable

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

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

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

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

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

Basic/Diluted earnings per share 0.005 0.003

OPERATIONAL REVIEW :

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

DIVIDEND :

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

DIRECTORS :

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

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

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

AUDITORS :

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

SECRETARIAL COMPLIANCE CERTIFICATE :

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

DIRECTORS RESPONSIBILITY STATEMENT :

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

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

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

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

2) Foreign Exchange Earning/Outgo

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

3) Public Deposit

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

4) Particulars of Employees

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

5) Cash Flow Statement :

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

LISTING FEES :

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

CORPORATE GOVERNANCE

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

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

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

ACKNOWLEDGEMENTS :

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

Yours faithfully,

Place : Kolkata For and on behalf of the Board

Sd/- Vishnu Kr. Fogla

(VISHNU KR. FOGLA)

CHAIRMAN

Date : 25th July, 2013.

---

Mar 31, 2012

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

FINANCIAL RESULTS :

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

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

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

extraordinary items and Tax

Provision for Taxation :

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

Add/(Less): Mat Receivable

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

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

(NBFC)

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

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

Basic/Diluted earnings per share 0.003 0.011

OPERATIONAL REVIEW :

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

DIVIDEND :

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

DIRECTORS :

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

AUDITORS :

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

SECRETARIAL COMPLIANCE CERTIFICATE :

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

DIRECTORS RESPONSIBILITY STATEMENT :

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

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

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

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

2) Foreign Exchange Earning/Outgo

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

3) Public Deposit

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

4) Particulars of Employees

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

5) Cash Flow Statement :

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

LISTING FEES :

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

CORPORATE GOVERNANCE

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

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

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

ACKNOWLEDGEMENTS :

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

Yours faithfully,

Place : Kolkata For and on behalf of the Board

Sd/- Vishnu Kr. Fogla

(VISHNU KR. FOGLA)

CHAIRMAN

Date : 5th Sept.,2012.

---

Mar 31, 2011

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

FINANCIAL RESULTS :

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

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

Provision for Taxation :

Current Tax : On Income 21,137 22,574

Deferred Tax (6,267) 1,718

Profit after Tax 33,253 69,825

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

22,864,863 22,831,610

Appropriation :

Statutory Reserve Fund :

For 4 Proceeding years 228,100 -

For Current year 6,700 234,800 - -

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

Basic/Diluted earnings per share 0.011 0.023

OPERATIONAL REVIEW :

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

DIVIDEND :

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

DIRECTORS :

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

AUDITORS :

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

SECRETARIAL COMPLIANCE CERTIFICATE :

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

DIRECTORS RESPONSIBILITY STATEMENT :

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

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

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

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

2) Foreign Exchange Earning/Outgo

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

3) Public Deposit

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

4) Particulars of Employees

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

5) Cash Flow Statement :

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

LISTING FEES :

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

CORPORATE GOVERNANCE

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

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

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

ACKNOWLEDGEMENTS :

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

Yours faithfully,

Place : Kolkata For and on behalf of the Board

Sd/- Vishnu Kr. Fogla

(VISHNU KR. FOGLA)

CHAIRMAN

Date : 1st Sept., 2011.