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Directors Report of Golden Goenka Fincorp Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS (Rs in Lacs)

Particulars For the year ended For the year ended March 31, 2015 March 31, 2014

Revenue from Operation 18102.72 1320.87

Profit before Provisions & Tax 923.85 100.64

Profit before Tax 858.62 84.65

Tax Expenses 282.05 11.48

Profit after Tax 576.57 73.17

Balance brought forward from 140.33 81.79 previous year

Amount available for appropriation 716.89 154.96

Appropriations:-

Interim dividend including tax - -

Statutory Reserve 115.31 14.63

Balance Carried to Balance Sheet 601.58 140.33

2. OPERATIONS & BUSINESS ACTIVITIES

The key highlights of your Company's performance during the year under review are:

i. The profit before bad debts, provisions and tax is Rs 923.85 Lacs as against Rs 100.64 Lacs in the last year.

ii. Profit before taxation is Rs 858.62 Lacs as against Rs 84.65 Lacs in the last year.

iii. Net profit after taxation is Rs 576.57 Lacs as against Rs 73.17 Lacs in the last year.

iv. The total assets is Rs 21627.41 Lacs as against Rs 15508.43 Lacs in the last year.

The Financial Statements of your Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable.

Your Company discloses Standalone Unaudited Financial Results on a quarterly basis, Standalone Audited Financial Results on an annual basis and Consolidated Audited Financial Results on an annual basis.

During the year under review, Your Company had allotted 12,12,37,929 fully paid-up equity shares on rights basis in the ratio of 9:5.

Your Company intends to expand into financial market segment and capitalize the set up for the same along with increasing capacity as required by the business. For the purpose of diversification your Company engaged in the expansion of its business of vehicle loan and consumer loan etc.

A detailed review on the operation and performance of the Company and its business is given in the Management Discussion Analysis Report. The same is enclosed as Annexure -1 to this Report.

3. DIVIDEND

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2015 in order to plough back the resources for future growth.

4. FIXED DEPOSIT

The Company is a non-deposit taking Non Banking Financial Company and therefore has not accepted any public deposit during the year.

5. LISTING OF SHARES

The equity share of the Company continues to be listed on BSE Limited and The Calcutta Stock Exchange Limited. The Company has paid the Annual Listing Fees to the said Stock Exchanges for the financial year 2015-16.

Your Company has applied to National Stock Exchange of India Ltd (NSE) for listing of its entire equity shares on the main Board of NSE. The same is under consideration of NSE.

6. REDEMPTION OF NON CONVERTIBLE DEBENTURES

During the year under review, pursuant to the approval of the holders of 5,00,000, 12.75 % Rated, Secured, Taxable, Redeemable, Non-Convertible Debenture(s) (NCDs) at their meeting held on 17th June, 2014 for redemption of entire 5,00,000 NCDs issued by the Company before the schedule redemption date i.e, 6th March, 2017, in one or more tranches, the Company has redeemed the aforesaid NCDs in full along with the interest accrued thereon upto the date of the redemption. Hence the said debentures ceased to exist.

7. RESERVE BANK OF INDIA (RBI) GUIDELINES

Your Company continues to carry on its business of Non Banking Financial Institution without accepting deposits. The Company has complied with and continues to comply with all the prudent financial management norms and directions issued by Reserve Bank of India as applicable to it including Fair Practices, Anti Money Laundering and Know Your Customer (KYC) Guidelines.

8. ALLOTMENT OF SHARES

As reported earlier, the Board of Directors of your Company at its meeting held on 3rd May, 2014 has allotted 12,12,37,929 Equity Shares of face value of Rs 5/- each at a premium of Rs 4/- per Equity Share issued on rights basis in accordance with the basis of allotment of the equity shares as finalized by the Company, the Lead Manager and the Registrar to the issue in consultation with BSE Limited (the Designated Stock Exchange for the Rights Issue) on 2nd May, 2014.

The Promoters of the Company had subscribed to the whole of their entitlement under rights issue. Pursuant to such allotment the promoter's shareholding in the Company has increased from 58.98% to 59.90%.

As a result of allotment of shares issued on rights basis, the paid up capital of the Company has increased from Rs 3450.02 lacs to Rs 9511.92 lacs.

The Company has received approval from BSE Limited and The Calcutta Stock Exchange Limited for listing and dealing of all the above Equity Shares of the Company.

As on date, the promoter's shareholding in the Company is 52.89%.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013 your Directors 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) they have selected such accounting policies and applied them consistently and made judgements 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 that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. CORPORATE GOVERNANCE

In terms of Clause 49 of the listing agreement with the Stock Exchanges, Report on Corporate Governance along with certificate of compliance from a Practising Company Secretary confirming compliances to the conditions of the Corporate Governance is enclosed as Annexure-2 to this Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

12. KEY MANAGERIAL PERSONNEL

As reported earlier, Mr. Shiv Kumar Dabriwala who was already holding the position of Chief Financial Officer of the Company since 1st May, 2012 was appointed as Chief Financial Officer pursuant to Section 203 read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014 w.e.f. 30th May, 2014.

13. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure-3 to this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is RBI registered Non Banking Financial Company whose principal business inter alia includes financing of companies.

Details of Loans, Investments, Guarantees or security in connection with loans to other body corporates or persons, as at the end of the year are given in notes to the Financial Statements.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your Company to which the financial statements relate and the date of the Report.

16. MEETING OF THE BOARD AND AUDIT COMMITTEE

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other Board business. During the year, eight Board Meetings and five Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details regarding Board and Audit Committee Meetings are given in the Corporate Governance Section forming part of this Report.

17. SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES / JOINT VENTURES

As per the provisions of Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary Companies/ Associate Companies/Joint Ventures is prepared in Form AOC-1 and the same is enclosed as Annexure - 4 to this Report.

During the year under review, your Company has formulated and put in place a Policy for determining 'Material Subsidiaries' as per the revised Clause 49(V)(D) of the Listing Agreement with the Stock Exchanges. The said Policy is available on your Company's website www.aoldenaoenka.com and a web link to the said Policy has been provided in the Corporate Governance Section forming part of this Report.

As on March 31st, 2015, none of the subsidiaries of your Company are Material Subsidiaries.

18. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standards 21 issued by Institute of Chartered Accountants of India (ICAI) and as per the provisions of Companies Act, 2013 and forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.aoldenaoenka.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

The annual accounts of subsidiaries will also be kept for inspection by any Member of the Company at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries.

The financials of Purple Advertising Services Private Limited, an associate of the Company could not be completed and hence same has not been considered for consolidation purpose.

19. AUDITORS AND AUDITOR'S REPORT

A. Statutory Auditors

M/s Das & Prasad, Chartered Accountants (ICAI Firm Registration Number: 303054E) were appointed as Statutory Auditors of the Company at the 21st Annual General Meeting (AGM) held on 10th September, 2014 to hold office for a term of five consecutive years from the conclusion of the 21st Annual General Meeting till the conclusion of the 25th Annual General Meeting, subject to ratification of the appointment by the members at every AGM held after the 21st Annual General Meeting.

As per the requirements laid down under Section 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from M/s Das & Prasad, Chartered Accountants, Statutory Auditors of the Company and confirmation regarding their eligibility to continue as the Statutory Auditors of the Company.

Your Directors requested to ratify the appointment of M/s Das & Prasad, Chartered Accountants as the Statutory Auditors of the Company at the ensuing AGM.

The observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self-explanatory.

With respect to investment made in 800,000 equity shares of S2 Capital Services Pvt Ltd of Rs 10 each issued at premium of Rs 40 per share amounting to Rs 400 lacs, the Company is of the view that the said investment is long term strategic investment and hence no provision for diminution in value of said investment has been made in the current financial year.

With regards to Clause (x) of the Annexure to the Auditors' Report, please note that your Company is holding 32,00,000 equity shares (representing 14.32% equity holding) of ANS Developers Private Limited (ANSDPL). ANSDPL is constructing an integrated township in Lucknow on the Land owned by them. To part finance its project, ANSDPL has taken term loan of Rs 300 crores from Banks against the said project. The market value of the said land as per Valuation Certificate is more than 250 crores. All the directors and shareholders of ANSDPL have jointly given Personal/Corporate Guarantee to the Banks. Considering the future prospect and appreciation in land, the Board is of the opinion that the Corporate Guarantee given to Banks for term loan availed by ANSDPL is not prejudicial to the interest of the Company.

B. Secretarial Auditor

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s Maheshwari R & Associates, Practising Company Secretary (C.P.No: 3309) as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year ended on March 31,2015.

Secretarial Audit Report issued by M/s Maheshwari R & Associates, Practising Company Secretary in form MR-3 is enclosed as Annexure - 5 to this Report.

There is no reservation, qualification or adverse remark contained in the Secretarial Auditor Report. Information referred in Secretarial Auditor Report are self-explanatory and don't call for any further comments.

20. RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which have been entrusted with the responsibility to assist the board in identification and appraising the risk involved in the business presently carried out by the Company, formulation of policies, to foresee future risk, to device means to minimize the risk and to groom and train officials with the risk associated with present business. The Composition of the Committee has been provided in the Corporate Governance Section forming part of this Report.

The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed through appropriate structures that are in place at Golden Goenka Fincorp Limited, including suitable reporting mechanisms.

Further kindly refer to the write-up in the Section Management Discussion Analysis Report.

21. PARTICULARS OF EMPLOYEES REQUIRED UNDER SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The prescribed particulars of remuneration of employees pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure -6 to this Report.

22. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR UNDER SUB SECTION (6) OF SECTION 149 OF COMPANIES ACT, 2013

All the Independent Directors of your Company have submitted a declaration at the time of their appointment and also annually that they meet the criteria of independence as laid down under Section 149(6) of the Act and revised Clause 49 of the Listing Agreement. All requisite declarations were placed before the Board.

23. DIRECTORS

Mr. Chandra Kumar Chandak (DIN: 02529629), Director of the Company resigned w.e.f 11th June, 2015. The Board places on record its high appreciation of the valuable services rendered by Mr. Chandra Kumar Chandak during his tenure as Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company has appointed both Mrs. Leena Hinesh Jobanputra (DIN:- 06975039) and Mr. Govind Kumar Goyal (DIN 02466348) as Additional Directors (Category - Independent) with effect from 12th November, 2014 and 24th July, 2015 respectively to hold office up to the date of forthcoming Annual General Meeting (AGM) under Section 161 of the Companies Act, 2013. Subject to approval of the Members, the Board recommends appointment of both Mrs. Leena Hinesh Jobanputra and Mr. Govind Kumar Goyal as Independent Directors of your Company for a period of 5 (five) consecutive years with effect from 12th November, 2014 and 24th July, 2015 respectively.

Mr. Dinesh Burman (DIN: 00612904) was appointed as Whole-time Director of the Company w.e.f. 30th May, 2012 for a period of 3 years i.e, till 29th May, 2015. Subjected to the approval of the members at the forthcoming Annual General Meeting, the Board of Directors at their meeting held on 13th May, 2015 appointed Mr. Dinesh Burman as the Whole time Director of the Company for a further period of 3 years w.e.f 30th May, 2015.

In accordance with the provisions of Section 152 of the Act and the aforesaid Rules and your Company's Articles of Association, Mr. Girdhari Lal Goenka (DIN: 00613725) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Information about the Directors proposed to be appointed/ re- appointed stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Corporate Governance Section forming part of this Report. The Board of Directors of your Company recommends the appointment/ re-appointment of all the above Directors.

24. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the year under review, there is no change in the nature of the business.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND YOUR COMPANY'S OPERATIONS IN FUTURE

There are no such orders passed by the regulators / courts / tribunals impacting the going concern status and your Company's operations in future.

26. BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) of the Company formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provisions of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement with Stock Exchanges. The manner in which the evaluation is carried out has been explained in the Corporate Governance Section forming part of this Report.

27. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

There are no contract or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013. The details of the transaction entered into with the Related Parties are disclosed in Note No. 31 forming part of the Financial Statements.

In terms of Clause 49 (VII) of the Listing Agreement, your Company obtained prior approval of the Audit Committee for entering into any transaction with related parties. Further, the Audit Committee granted omnibus approval for repetitive transactions to be entered with the related parties, during the year. The Audit Committee reviews all related party transactions on a quarterly basis.

A Policy on the Related Party Transactions has been devised by your Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on your Company's website www.goldengoenka. com and a web link to the said Policy has been provided in the Corporate Governance Section forming part of this Report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Kindly refer to the write-up in the Section Management Discussion Analysis Report.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy, if any.

The Policy is also available on the Company's website and the web link of the same is: http://www.goldengoenka.com/ images/GGFL-WhistleBlowerPolicy.pdf.

30. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2015, the Company has not received any Complaints pertaining to Sexual Harassment.

31. NOMINATION AND REMUNERATION COMMITTEE

In order to comply with the provisions of Section 178 of the Companies Act, 2013 effective from 1st April, 2014 read with Companies (Meetings of Board and its Powers) Rules, 2014 and amended Clause 49 of the Listing Agreement, the Board of Directors of the Company at its meeting held on 23rd April, 2014 renamed the Remuneration Committee as "Nomination and Remuneration Committee" and also expanded the terms of reference as specified under Section 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder and Clause 49 of the Listing Agreement with the Stock Exchanges. The Composition of the Committee has been provided in the Corporate Governance Section forming part of this Report.

The terms of reference of the Committee are wide enough to cover matters specified for the Committee under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013.

During the financial year 2014-15 three Nomination and Remuneration Committee Meetings were held on 30.05.2014, 30.07.2014 and 12.11.2014.

The Company's Remuneration Policy has been provided in the Corporate Governance Section forming part of this Report.

32. OTHER DISCLOSURES

In March 2015, search and seizure operations were conducted by the Income Tax Authorities under Section 132 of the Income Tax Act. During the course of the search and seizure operations, the Income Tax Authorities have taken custody of certain materials such as documents, records and recorded statements of certain officials of the Company. The Company does not expect any liability arising out of the aforesaid search and seizure.

33. AKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from the Banks, RBI, SEBI, MCA, Registrar and Share Transfer Agents, Registrar of Companies, Stock Exchanges, Depositories, Customers, Business Associates, Members, Debenture holders, Debenture Trustees and other Stakeholders during the year under review. Your Directors also place on record their deep appreciation for the valuable contribution of the employees at all levels for the progress of your Company during the year and look forward to their continued co-operation in realisation of the corporate goals in the years ahead.

For and on behalf of the Board

CA G.L. Goenka Place: Kolkata (DIN: 00613725) Date: 24th July, 2015 Chairman & Managing Director






Mar 31, 2014

The Members of

Golden Goenka Fincorp Limited,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results (Rs. in Lacs)

Particulars For the year ended For the year ended March 31, 2014 March 31, 2013

Revenue from Operation 1320.87 7622.70

Profit before Provisions & Tax 100.64 279.33

Profit before Tax 84.65 267.60

Tax Expenses 11.48 67.44

Profit after Tax 73.17 200.16

Balance brought forward from previous year 81.79 0.69

Amount available for appropriation 154.96 200.85 Appropriations:-

Interim dividend including tax - 79.03

Statutory Reserve 14.63 40.03

Balance Carried to Balance Sheet 140.33 81.79

OPERATIONS & BUSINESS ACTIVITIES

Your Company achieved lower Revenue from Operation of Rs. 1320.87 lacs as against Rs. 7622.70 lacs and lower profit before tax of Rs. 84.65 lacs as against Rs. 267.60 lacs in the previous financial year mainly because of reduction in the share trading business caused by volatility in the Capital Market , which accounted for a substantial part of the company''s turnover in the previous year. Your Company intends to expand into financial market segment on pan India basis soon and capitalize the set up for the same along with increasing capacity as required by the business. Further, in order to align with the long term objectives of the Company, your directors envisage to reduce dependence on the securities trading business and consequently there may not be any speculative income in the financials in future.

A detailed Management Discussion Analysis Report forms part of this report as Annexure - 1

DIVIDEND

The Directors of your Company do not recommend any dividend for the financial year ended 31st March, 2014 in order to plough back the resources for future growth.

FIXED DEPOSIT

The Company is a non deposit taking Non Banking Financial Company and therefore has not accepted any public deposit during the year.

LISTING OF SHARES

The equity share of the Company continues to be listed on BSE Limited and the Calcutta Stock Exchange Limited. Your Company has applied to National Stock Exchange of India Ltd (NSE) for listing of its entire equity shares on the main Board of NSE. The same is under consideration of NSE.

REDEMPTION OF NON CONVERTIBLE DEBENTURES

The Debenture holders of 12.75 % Rated, Secured, Taxable, Redeemable, Non-Convertible Debenture(s) of Rs. 1000/- each of the Company at their meeting held on 17th June 2014 have approved the redemption of the entire 5,00,000 Debentures of Rs. 1000/- each aggregating to Rs. 50 crores before the scheduled redemption date i.e 6th March, 2017 in one or more tranches .The Company is in the process of redeeming the debentures.

SYSTEMICALLY IMPORTANT NBFCs - ND (NBFC - ND - SI)

Your Company continues to be Non Deposit Taking Systematically Important NBFC (Assets size of the Company exceeds Rs. 100 crores) and carries on its business of Non Banking Financial Company and follows the prudent financial management norms as applicable to it.

AUTHORISED CAPITAL

During the year under review, the authorised share capital of the Company was increased from Rs. 85,00,00,000 (Rupees Eighty Five crores) to Rs. 1,00,00,00,000 (Rupees One Hundred crores) divided into 20,00,00,000 Equity Shares of Rs. 5/- each.

ALLOTMENT OF SHARES

As reported earlier, the Company has allotted 35,00,000 Equity Shares of Rs. 5/- each on 30th May, 2013 to promoters group at a premium of Rs. 15/- each per equity share pursuant to conversion of 17,50,000 Optionally Convertible Debentures. With this conversion all the optionally convertible debentures have been converted into equity shares. As a result of such conversion the paid up capital of the Company has increased from Rs. 3275.02 lacs to Rs. 3450.02 lacs.

Further the Board of Directors of your Company at its meeting held on 3rd May, 2014 has allotted 121,237,929 Equity Shares of face value of Rs. 5/- each at a premium of Rs. 4/- per Equity Share issued on rights basis in accordance with the basis of allotment of the equity shares as finalized by the Company, the Lead Manager and the Registrar to the issue in consultation with BSE Limited (the Designated Stock Exchange for the Rights Issue) on 2nd May, 2014.

The Promoters of the Company had subscribed to the whole of their entitlement under rights issue.

As a result of allotment of shares issued on rights basis, the paid up capital of the Company has increased from Rs. 3450.02 lacs to Rs. 9511.92 lacs. Pursuant to such allotment the promoter''s shareholding in the Company is 59.90%.

The Company has received approval from BSE Limited and The Calcutta Stock Exchange Limited for listing and dealing of all the above Equity Shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 217(2AA) of the Companies Act, 1956 your Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have 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;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In terms of Clause 49 of the listing agreements with the Stock Exchanges, Report on Corporate Governance along with certificate of compliance from a Practicing Company Secretary confirming compliances to the conditions of the Corporate Governance are attached and form part of the Report as Annexure -2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

DIRECTORS

Mr. Arun Goenka, Director of the Company resigned w.e.f 17th December, 2013. The Board places on record its high appreciation of the valuable services rendered by Mr. Arun Goenka during his tenure as Director of the Company.

Mr. Rhythm Arora, was appointed as director in casual vacancy with effect from 21st November, 2011 in place of Mrs. Nitu Kaur. Mr. Rhythm Arora holds office till the ensuing Annual General Meeting and is eligible for reappointment as Independent Director of the Company, for a term until 26th Annual General Meeting.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and the Rules made there under, which came into effect from April 1, 2014, approval of the members will be sought at the ensuing Annual General Meeting of the Company for formalizing the appointment of Mr. Chandra Kumar Chandak and Mr. Niranjan Kumar Choraria, Directors of the Company as Independent Directors of the Company, for a term until 26th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under both Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. G. L. Goenka was appointed as Managing Director of the Company w.e.f. 23rd November, 2011 for a period of 3 years i.e, till 22nd November, 2014. Your Company proposes to re-appoint Mr. G. L. Goenka as the Managing Director of the Company for a further period of 3 years w.e.f 23rd November, 2014.

The re-appointment and the remuneration of Mr. G. L. Goenka are subjected to the approval of the members at the ensuing Annual General Meeting.

AUDITORS

M/s Das & Prasad, Chartered Accountants, Joint Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and offer themselves for re-appointment. M/s Das & Prasad, Chartered Accountants have confirmed that their re-appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Further your Company has received a letter from M/s Vasudeo & Associates, Chartered Accountants, Joint Statutory Auditors of the Company indicating their unwillingness to be reappointed as Statutory Auditors of the Company.

In view of unwillingness of M/s Vasudeo & Associates, Chartered Accountants, M/s Das & Prasad, Chartered Accountant, if appointed, will be the sole Statutory Auditor of the Company and will hold the office from the conclusion of forthcoming 21st Annual General Meeting till the conclusion of 25th Annual General Meeting.

AUDITORS'' OBSERVATIONS

The observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self- explanatory.

With reference to the Auditors'' observation in respect of Investments in/Advances for Property Development aggregating to Rs. 7,45,00,000/-(Previous Year Rs.17,45,00,000), the Company is of the view that the amounts invested/ advanced are towards ventures which would yield profits in future.

With respect to investment made in 800,000 equity shares of S2 Capital Services Pvt Ltd of Rs. 10 each issued at premium of Rs. 40 per share amounting to Rs. 400 lacs, the Company is of the view that the said investment is long term strategic investment and hence no provision for diminution in value of said investment has been made in the current financial year.

With reference to the Auditors'' observation in clause (iv) of the Annexure to the Auditors'' Report, your Company is taking necessary steps to further strengthen the internal control system with regards to documentations relating to granting of Loans & Advances.

With regards to clause (vii) of the Annexure to the Auditors'' Report, your Company is taking necessary steps to further enlarge the scope & coverage of Internal Audit System.

APPOINTMENT OF CHIEF FINANCIAL OFFICER

Mr. Shiv Kumar Dabriwala who was already holding the position of Chief Financial Officer of the Company since 1st May, 2012 was appointed as Chief Financial Officer pursuant to Section 203 read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014 w.e.f. 30th May, 2014.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration up to or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

SUBSIDIARIES

As per general exemption granted vide Government of India, Ministry of Corporate Affairs'' general circular no. 2/2011 dated 8th February, 2011, the Company has not attached the annual accounts of its subsidiaries to this Annual Report. As required by the said circular, the relevant information for each subsidiary has been disclosed in the consolidated financial statements attached to this Annual Report.

The Company will make available the annual accounts of subsidiaries and the related information to any Member of the Company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any Member of the Company at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries.

During the year under review your Company acquired 100% Shares of Aristro Capital Markets Limited (ACML). ACML is engaged in the business of stock broking and is the member of NSE (Capital Market and Future & Option segment), BSE (Capital Market and Future & Option segment) and the Depository Participant of Central Depository Services (India) Limited (CDSL).

AKNOWLEDGEMENTS

Your Directors thank the members and customers for the confidence reposed by them in the Company and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board Place: Kolkata CA G.L. Goenka

Date: 30th July, 2014 Chairman & Managing Director


Mar 31, 2013

To The Members of Golden Goenka Fincorp Limited,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs. in Lacs)

Particulars For the year ended March 31st 2013 For the year ended March 31st 2013

Revenue from Operation 7622.70 9,584.87

Profit before Provisions & Tax 279.33 131.03

Profit before Tax 267.60 117.51

Tax Expenses 67.44 25.24

Profit after Tax 200.16 92.27

Balance brought forward from previous year 0.69 5.90

Amount available for appropriation 200.85 98.17

Appropriations:-

Interim dividend including tax 79.03 79.03

Statutory Reserve 40.03 18.45

Balance Carried to Balance Sheet 81.79 0.69

OPERATIONS & BUSINESS ACTIVITIES

Your Company achieved a lower Revenue from Operation of Rs. 7622.70 lacs as against Rs. 9,584.87 lacs in the previous year mainly because of adverse conditions in the Capital Market. However the Company recorded profit before tax of Rs. 267.60 lacs as against Rs. 117.51 lacs in the financial year 2011-12 by achieving better financial management.

During the year under review the Company has incurred loss from trading in shares due to uncertainty in Capital Market. The continuing uncertainty in the Capital Market in the current year is a cause of concern for the Company. However the Company expects that the Capital Market will improve in second half of the current financial year due to various corrective measures being taken by the government which will augur well for the Company.

Your Company has entered into an agreement for acquiring 50% Shareholding in Purple Advertising Services Private Limited (Purple) at an investment of Rs. 18 Crores either directly or through its subsidiaries, associates, or any other group companies. Purple is engaged in the business of construction and operation of the state-of-the-art movie studio and movie town. At present Purple interalia is in the process of constructing two state of the art studio complexes and a movie town under the name and style of ''Purple Movie Town" with latest technology, modern amenities and high class facilities for film making, mega serials and reality shows.

For the purpose of diversification your company has entered into the Business of Vehicle Loan, Consumer Loan etc.

A detailed Management Discussion Analysis Report forms part of this report as Annexure - 1

DIVIDEND

Your company has paid interim dividend @ Rs. 0. 20 per equity share of Rs. 5/- each for the financial year ended 31st March, 2013. Your Directors recommend interim dividend paid as final dividend.

FIXED DEPOSIT

The Company is a non deposit taking Non Banking Financial Company and therefore has not accepted any public deposit during the year.

LISTING OF SHARES

The equity share of the Company continues to be listed on BSE Limited and The Calcutta Stock Exchange Limited. Your Company has applied to National Stock Exchange of India Ltd (NSE) for listing of its entire equity shares on the main Board of NSE. The same is under process.

SYSTEMICALLY IMPORTANT NBFCs - ND (NBFC - ND - SI)

Your Company continues to carry on its business of Non Banking Financial Company and follows the prudent financial management norms as applicable to it. The Reserve Bank of India (RBI) vide its letter dated 17th September, 2012 clarified that the Company had become NBFC-ND-SI w.e.f. quarter ended June, 2012 as the assets size of the company exceeded Rs.100 crores.

AUTHORISED CAPITAL

During the year under review, the authorised share capital of the Company was increased from Rs. 70,00,00,000 (Rupees Seventy Crores) to Rs. 85,00,00,000 (Rupees Eighty Five crores) divided into 17,00,00,000 Equity Shares ofRs. 5/- each.

ALLOTMENT OF SHARES

During the year under review, the company has allotted 1,65,00,000 Equity Shares of Rs. 5/- each to promoters group and 1,50,00,000 Equity Shares ofRs. 5/- each to non-promoters group at a premium of Rs.15/- each per equity share pursuant to conversion of Optionally Convertible Debentures issued on 4th July, 2012. As a result of such conversion the paid up capital of the Company has increased from Rs. 1700.02 lacs to Rs. 3275.02 lacs.

The Company has received approval from BSE Limited and The Calcutta Stock Exchange Limited for listing and dealing of above said 3,15,00,000 Equity Shares of the Company.

Further the Company has allotted 35,00,000 Equity Shares of Rs. 5/- each on 30th May, 2013 to promoters group at a premium of Rs. 15/- each per equity share pursuant to conversion of 17,50,000 Optionally Convertible Debentures. With this conversion all the optionally convertible debentures have been converted into equity shares. As a result of such conversion the paid up capital of the Company has increased from Rs. 3275.02 lacs to Rs. 3450.02 lacs. Pursuant to such allotment the promoter shareholding in the Company is 58.98%.

The Company has applied to BSE Limited and The Calcutta Stock Exchange Limited for listing and dealing of aforesaid 35,00,000 Equity Shares of the Company.

RIGHTS ISSUE

The Board of Directors of your Company at its meeting held on 25th September, 2012 approved the Draft Letter of Offer for Rights Issue of Equity shares not exceeding Rs. 131 crores. The Draft Letter of Offer has been filed with the Securities and Exchange Board of India (SEBI) on September 27, 2012. Your Company has received the final observation of SEBI with respect to the proposed rights issue vide their letter no. ERO/ SCS/OW/7967/2013 dated 3rd April, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 217(2AA) of the Companies Act, 1956 your Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have 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;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In terms of Clause 49 of the listing agreements with the Stock Exchanges, Report on Corporate Governance along with certificate of compliance from a practicing company secretary confirming compliances to the condition of the Corporate Governance requirement are attached and form part of the Report as Annexure -2.

CORPORATE SOCIAL RESPONSIBILITY

Your Company wishes to contribute liberally towards the welfare and social upliftment of the community. In the business community Corporate Social Responsibility is alternatively referred to as ''Corporate Citizenship". Your director proposes to take appropriate initiatives to make your Company a good corporate citizen.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

DIRECTORS

Mr. S. M. Kothari, Director of the Company resigned w.e.f 27th May, 2013. The Board places on record its high appreciation of the valuable services rendered by Mr. S. M. Kothari during his tenure as Director of the Company.

Mr. N. K. Choraria, was appointed as director in casual vacancy with effect from 9th November, 2011 in place of Mr. M. P. Srivastawa.

Mr. N. K. Choraria holds office till the ensuing Annual General Meeting and is eligible for reappointment.

Mr. C. K. Chandak was appointed as an additional director with effect from 30th May, 2013.

Mr. C. K. Chandak holds the office till the ensuing Annual General Meeting and is eligible for reappointment.

AUDITORS

M/s Vasudeo & Associates, Chartered Accountants, Joint Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and offer themselves for re-appointment.

Your Company has received Letter from M/s Haribhakti & Co., Chartered Accountants, Joint Statutory Auditors of the Company indicating their unwillingness to act as the Joint Statutory Auditors of the Company.

M/s Das & Prasad, Chartered Accountants has been appointed as Joint Statutory Auditors of the Company subject to approval of the members of the Company at the forthcoming Annual General Meeting. M/s Das & Prasad, Chartered Accountants, if appointed, will hold office from the conclusion of forthcoming Annual General Meeting till the conclusion of next Annual General Meeting.

AUDITORS'' OBSERVATIONS

The observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self- explanatory and therefore, do not call for any further comments.

With reference to the Auditors'' observation in clause (iv) of the Annexure to the Auditors'' Report, your Company is taking necessary steps to further strengthen the internal control system with regards to documentations relating to granting of Loans & Advances and Investment in/advances for property developments needs.

With regards to clause (vii) of the Annexure to the Auditors'' Report, your Company is taking necessary steps to further enlarge the scope & coverage of Internal Audit System.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration up to or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975.

SUBSIDIARIES

As per general exemption granted vide Government of India, Ministry of Corporate Affairs'' general circular no. 2/2011 dated 8th February, 2011, the Company has not attached the annual accounts of its subsidiaries to this Annual Report. As required by the said circular, the relevant information for each subsidiary has been disclosed in the consolidated financial statements attached to this Annual Report.

The Company will make available the annual accounts of subsidiaries and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any member of the Company at the registered office of the Company and that of respective subsidiaries. The Consolidated financial statements presented by the Company include the financial information of its subsidiaries.

Your Company plans to acquire 100% Shares of Aristro Capital Markets Limited (ACML) and make it as its Wholly Owned Subsidiary. ACML is engaged in the business of stock broking and is the member of NSE (Capital Market and Future & Option segment), BSE (Capital Market and Future & Option segment) and the Depository Participant of Central Depository Services (India) Limited (CDSL).

AKNOWLEDGEMENTS

Your Directors thank the shareholders and customers for the confidence reposed by them in the Company and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board

Place: Kolkata CA G.L. Goenka

Date: 3rd July, 2013 Chairman & Managing Director


Mar 31, 2012

To The Members of Golden Goenka Fincorp Limited,

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts for the year ended 31st March, 2012

Financial Results (Rs. in Lacs)



Particulars For the year ended For the year ended March 31st, 2011-12 March 31st, 2010-11 Revenue from Operation 9,584.87 443.18

Profit before Bad Debts, Provisions & Tax 131.03 0.03

Profit before Tax 117.51 46.60

Tax Expense 25.24 (0.01)

Profit after Tax 92.27 46.61

Balance brought forward from previous year 5.91 (31.38)

Amount available for appropriation 98.18 15.23

Appropriations:-

Interim Dividend including Tax 79.03 NIL

Statutory Reserve 18.45 9.32

Balance carried to Balance Sheet 0.70 5.91

OPERATIONS & BUSINESS ACTIVITIES

During the year ended 31st March, 2012 the Company recorded;

- 288% increase in its profit from its financial & related activities.

- 152% increase in its profit before tax

- Disbursement of 3,343 lacs as loan (net).

- Your Company is taking steps to diversify into real estate business and fee based advisory & consultancy services through its subsidiaries.

Your Company achieved Revenue from Operation of Rs. 9,584.87 lacs as against Rs. 443.18 lacs in the previous year and recorded profit before tax of Rs. 117.51 Lacs as against Rs. 46.60 lacs in the financial year 2010-11.

During the year under review the Company has incurred loss from trading in shares. However with the improvement in Capital Market, the Company expects to earn profit from trading in shares during current financial year.

A detailed Management Discussion Analysis Report forms part of this report as Annexure -

CHANGE OF NAME

The name of your Company changed to Golden Goenka Fincorp Limited with effect from 21st November, 2011.

DIVIDEND

Your Company has paid interim dividend @ Rs. 0.40 per equity share of Rs. 10/- each for the year ended 31st March, 2012.

Your Directors recommend interim dividend to be final dividend for the year ended 31st March, 2012.

Further your company has declared interim dividend @ Rs. 0. 20 per equity share of Rs. 5/- each for the financial year 2012-2013.

FIXED DEPOSIT

The Company is a non deposit taking Non Banking Financial Company and therefore has not accepted any public deposit during the year.

ALLOTMENT/LISTING OF SHARES

As reported in the last Directors' Report your Company has allotted 83,40,000 Equity Shares of Rs. 10/- each to promoter and 56,60,000 Equity Shares of Rs. 10/- each to strategic investors not forming part of promoter group on preferential basis at a premium of Rs. 8/- per Equity Shares on 19th May 2011. Pursuant to this the paid up share capital of the Company has increased from Rs. 300.02 lacs to Rs. 1700.02 lacs.

The Company has since received approval from BSE Limited and The Calcutta Stock Exchange Limited for listing and dealing of above said 1,40,00,000 Equity Shares of the Company.

OPEN OFFER

Subsequent to preferential allotment of equity shares to Risewell Credit Private Limited (RCPL), one of the Promoter of the Company, RCPL made open offer for the acquisition of 34,00,040 fully paid up equity share of Rs. 10/ each, representing 20% of the expanded Voting Capital of the Company at a price of Rs.18/ per share payable in cash, in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,1997 from the existing equity shareholders of the Company. RCPL acquired 1278265 equity shares of Rs.10/ each (7.52%) through open offer raising its holding in the Company to 58.31%.

NON-CONVERTIBLE DEBENTURES

On 7th March, 2012, the Company has allotted 500000 12.75% Non Convertible Secured Redeemable Debentures of face value of Rs.1000/ each (Debentures) aggregating to Rs. 5000 lacs. The debentures were issued on private placement basis and are redeemable after five year from the date of allotment at a premium of 5%.

AUTHORISED CAPITAL AND SUB DIVISION OF SHARES

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 17,50,00,000 (Rupees Seventeen Crores fifty lacs) to Rs. 70,00,00,000 (Rupees Seventy crores ) divided into 7,00,00,000 equity shares of Rs. 10/- each.

The equity shares of your Company of face value of Rs. 10/- each has been subdivided into two equity shares of face value of Rs. 5/- each with effect from 4th May, 2012, the record date fixed for the purpose. Subsequent to sub-division of equity share the Authorized Share Capital of the Company is now Rs. 70,00,00,000 (Rupees Seventy crores) divided into 14,00,00,000 equity shares of Rs. 5/- each .

PREFERENTIAL ISSUE OF OPTIONALLY CONVERTIBLE DEBENTURES

Subsequent to the approval of the shareholders of the Company at the Extraordinary General Meeting held on 23rd May, 2012 the Company has issued and allotted on 4th July, 2012 1,75,00,000 Zero Percent Optionally Convertible Debentures of face value of Rs. 40/ each (OCD) aggregating to Rs. 7000 lacs to the Promoters/Promoter Group and Non- Promoters on preferential basis and each OCD on exercise of conversion option shall entitle the holder of OCD to apply for and get allotted two equity shares of face value of Rs. 5/-each fully paid up at any time within a period of eighteen months from the date of allotment.

RIGHTS ISSUE

During the year, the Company vide resolution dated 16th September, 2011, at Annual General Meeting accorded approval to the Board to offer, issue and allot equity shares of Rs. 10/- each, for cash for a sum up to Rs. 131 crores or such sum as may be prescribed by the Board in this regard in the ratio to be determined by the Board and mentioned in the draft letter of offer to be issued by the Company in respect of rights issue. The Company is in the process of executing the proposed rights issue. The Company in the Extraordinary General Meeting held on 23rd May, 2012, informed the shareholders that the par value per equity share of Rs. 10/- each as mentioned in the resolution dated 16th September, 2011 stands at Rs. 5/- each.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 217(2AA) of the Companies Act, 1956 your Directors confirm;

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have 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;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In terms of Clause 49 of the listing agreements with the Stock Exchanges, Report on Corporate Governance along with certificate of compliance from a practicing company secretary confirming compliances to the condition of the Corporate Governance requirement are attached and form part of the Report as Annexure -2.

CORPORATE SOCIAL RESPONSIBILITY

Your Company wishes to contribute liberally towards the welfare and social upliftment of the community. In the business community Corporate Social Responsibility is alternatively referred to as " Corporate Citizenship". Your director proposes to take appropriate initiatives to make your Company a good corporate citizen.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

DIRECTORS

Mr. M. P. Srivastawa and Mrs. Nitu Kaur Directors of the Company resigned w.e.f 9th November, 2011. The Board places on record its high appreciation of the valuable services rendered by Mr. M. P. Srivastawa and Mrs. Nitu Kaur during their tenure as Directors of the Company.

Mr. Vivek Goenka, Managing Director of the Company resigned w.e.f 23rd November, 2011. The Board places on record its high appreciation of the valuable services rendered by Mr. Vivek Goenka during his tenure as Managing Director of the Company.

Mr. G S Mehta, Director of the Company resigned w.e.f 27th June, 2012. The Board places on record its high appreciation of the valuable services rendered by Mr. G S Mehta during his tenure as Director of the Company.

Mr. S. M. Kothari, was appointed as Additional Director of the Company w.e.f 06th October,2011.

Mr. N. K. Choraria in place of Mr. M. P. Srivastawa and Mr. Rhythm Arora in place of Mrs. Nitu Kaur were appointed directors in casual vacancy with effect from 9th November, 2011 and 21st November, 2011 respectively.

Mr. Arun Goenka, was appointed as director in casual vacancy with effect from 27th June, 2012 in place of Mr. G. S. Mehta.

Mr. S. M. Kothari holds office till the ensuing Annual General Meeting and is eligible for reappointment.

Mr. Arun Goenka holds office till the ensuing Annual General Meeting and is eligible for reappointment.

Mr. G. L. Goenka was appointed as the Managing Director of the Company w.e.f 23rd November, 2011 for a period of three years. The shareholders of the Company have approved the appointment of Mr. G. L. Goenka as the Managing Director of the Company through postal ballot on 24th March, 2012.

Mr. Dinesh Burman was appointed as the Executive Director of the Company w.e.f 30th May, 2012 for a period of three years.

AUDITORS

M/S Haribhakti & Co., Chartered Accountants, were appointed Joint Auditors of the Company till the conclusion of the forthcoming Annual General Meeting by the shareholders of the Company through postal ballot on 24th March, 2012 and are eligible for reappointment.

M/S Vasudeo & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

AUDITORS' OBSERVATIONS

The observations of the Auditors when read together with the relevant notes to the accounts and accounting policies are self- explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration up to or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975.

SUBSIDIARIES

Golden Goenka Properties & Construction Private Limited (GGPCPL), Golden Goenka Management Consultancy Services Private Limited (GGMCSPL) and Golden Goenka Financial Advisors Private Limited (GGFAPL) have become wholly owned subsidiaries of the Company. GGPCPL has been incorporated with the object of carrying business inter alia of real estate, GGMCSPL has been incorporated with the object of carrying business inter alia of management consultancy and GGFAPL has been incorporated with the object of carrying business inter alia of financial advisory services.

As per general exemption granted vide Government of India, Ministry of Corporate Affairs' general circular no. 2/2011 dated 8th February, 2011, the Company has not attached the annual accounts of its all the three subsidiaries to this Annual Report. As required by the said circular, the relevant information for each subsidiary has been disclosed in the consolidated financial statements attached to this Annual Report.

The Company will make available the annual accounts of subsidiaries and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of subsidiaries will also be kept for inspection by any member of the Company at the registered office of the Company and that of respective subsidiaries. The Consolidated financial statements presented by the Company include the financial information of its subsidiaries.

ACKNOWLEDGEMENTS

Your Directors thank the shareholders and customers for the confidence reposed by them in the Company and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board of Directors

Kolkata CA G.L. Goenka

4th July, 2012 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS Rs. in lacs

Year ended Year ended 2010-11 2009-10

Sales & Income 443.25 1114.69

Profit before Depreciation & Tax 47.28 5.53

Depreciation 0.68 0.04

Profit before Tax 46.60 5.49

Provision for Tax (0.01) 314

Profit after Tax 46.61 2.35

Transfer to Statutory Reserve 9.32 0.47

Balance brought forward from previous year (31.38) (33.26)

Balance carried to Balance Sheet 5.91 (31 38)

OPERATIONS & BUSINESS ACTIVITIES

During the year your Company achieved sales and income of Rs. 443.25 lacs as against Rs. 1114.69 lacs in the previous year and recorded profit before depreciation and tax of Rs. 47.28 lacs as against Rs. 5.53 lacs in the financial year 2009-10. The Company has assigned the assets on lease during the year and written back the provision for non performing assets of Rs. 52.94 lacs. During the year under review the Company earned moderate profit from trading in shares and expect that the profit from trading in shares will improve during the current financial year. The Company also intends to diversify into real estate business in the near future. A detailed Management Discussion and Analysis Report forms part of the Report as Annexure-1.

DIVIDEND

Your Directors do not recommend any dividend due to inadequate profit for the year ended 31st March, 2011.

FIXED DEPOSIT

The Company is a non deposit taking Non Banking Financial Company and therefore has not accepted any public deposit during the year.

CHANGE OF PROMOTERS

The Company was originally promoted by Shri Binod Kumar Mehra and Shri Pramod Kumar Mehra. On 7th August, 2010, the present promoters of the Company entered into a Memorandum of Understanding (MOU) with the erstwhile promoters to acquire from them 3,30,300 equity shares of the Company aggregating to 11.01% of the equity and voting share capital of the Company and also to acquire management control of the Company. Subsequent to the MOU, the Company had passed a special resolution through the postal ballot in compliance with Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001 and Regulation 12 read with Regulation 2(1) (c) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 to effect the change in management control of the Company. The outcome of the special resolution was declared by the Shri Binod Kumar Mehra on 1st October, 2010 and thereafter Shri G. L. Goenka and Risewell Credit Pvt. Limited were inducted as promoters of the Company by the Board of Directors on 29th October, 2011 and also were entrusted with the management control of the Company.

ALLOTMENT OF SHARES

The Company has allotted 83,40,000 Equity Shares of Rs. 10/- each to promoter and 56,60,000 Equity Shares of Rs. 10/- each to strategic investors not forming part of promoter group on preferential basis at a premium of Rs.8/- per Equity Share on 19th May, 2011. Pursuant to this the paid up share capital of the Company has increased from Rs. 300.02 lacs to Rs. 1700.02 lacs.

RIGHTS ISSUE

The members of the Company at the Extraordinary General Meeting held on 10th November, 2010 have approved the issue of 90,00,600 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 15/- per share aggregating to Rs. 2250.15 lacs to the members of the Company on rights basis in the ratio of three equity shares for every 1 equity share held on a record date to be specified for the purpose. However the proposal of issue on equity shares on rights basis was withdrawn following the reservations raised by the regulatory authorities.

AUTHORISED CAPITAL

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 3,50,00,000 (Rupees Three crores fifty lacs) to Rs. 12,50,00,000 (Rupees Twelve crores fifty lacs) divided into 1,25,00,000 equity shares of Rs. 10/ each. The Authorised Share Capital of the Company was further increased after the year end from Rs. 12,50,00,000 (Rupees Twelve crores fifty lacs) to Rs. 17,50,00,000 (Rupees Seventeen crores fifty lacs) divided into 1,75,00,000 equity shares of Rs. 10/ each.

LISTING OF SHARES

The Company have applied to Bombay Stock Exchange Limited and Calcutta Stock Exchange Association Limited to grant approval for listing of additional 1,40,00,000 Equity Shares allotted on preferential basis on 19th May, 2011.The approvals from stock exchanges are awaited.

REGISTERED OFFICE

The Registered Office of the Company has been shifted to 1st, British Indian Street, Room No B-10, Kolkata-700 069 with effect from 29th October, 2010.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirement of Section 217(2AA) of the Companies Act, 1956 your Directors confirm;

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements 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;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting the fraud and other irregularities;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

In terms of Clause 49 of the listing agreements with the Stock Exchanges, Report on Corporate Governance along with certificate of compliance from the auditors confirming compliances to the condition of the Corporate Governance requirement are attached and form part of the Report as Annexure - 2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is a Non Banking Financial Company and therefore information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

DIRECTORS

Shri Pramod Kumar Mehra, Shri Ashok Kumar Bansal and Shri Binod Kumar Mehra, Directors of the Company resigned w.e.f. 08.10.2010, 08.10.2010 and 29.10.2010 respectively. The Board places on record its high appreciation of the valuable services rendered by Shri Pramod Kumar Mehra, Shri Ashok Kumar Bansal and Shri Binod Kumar Mehra during their tenure as Directors of the Company.

Shri G. L. Goenka, Shri Gauri Shankar Mehta and Shri Vivek Goenka were appointed as Additional Directors of the Company w.e.f. 08.10.2010, 08.10.2010 and 03.12.2010 respectively.

Shri G. L. Goenka, Shri Gauri Shankar Mehta and Shri Vivek Goenka hold office till the ensuing Annual General Meeting and are eligible for reappointment.

At the ensuing Annual General Meeting, Shri Madhusudan Prasad Srivastawa and Smt Nitu Kaur, Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

Shri Vivek Goenka was appointed as the Managing Director of the Company w.e.f. 20.12.2010 for a period of 5 years.

AUDITORS

Messrs Vasudeo & Associates, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration up to or in excess of the amount prescribed under Section 217(2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975.

HOLDING COMPANY

Pursuant to allotment of 83,40,000 Equity Shares of Rs. 10/- each to Risewell Credit Pvt. Ltd. on preferential basis on 19.05.2011, the holding of Risewell Credit Pvt. Ltd. in the Company has become 50.79%. Consequent to this the Company has become a subsidiary of Risewell Credit Pvt. Ltd. w.e.f 19.05.2011.

ACKNOWLEDGEMENTS

Your Directors thank the shareholders and customers for the confidence reposed by them in the Company and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board of Directors

G. L. GOENKA Chairman

Kolkata Dated, 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report of your Company together with the Audited statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

(Rupees in thousands)

Year ended Year ended

31.03.10 31.03.09

Profit/(Loss) before depreciation & tax 553.32 (3240.29)

Less : Depreciation 3.84 4.65

Profit/(Loss) before tax 549.48 (3244.94)

Less : Provision for tax 140.03 2.50

Profit/(Loss) after tax 409.45 (3247.44)

Less : Transfer to Statutory Reserve 46.90 NIL

Less : Deferred Tax 0.03 0.07

Less : Income Tax & FBT Adjustment 174.46 554.44

Add : Balance Brought forward from previous year (3325.57) 476.38

Balance carried to Balance Sheet (3137.50) (3325.57)

OPERATIONS & BUSINESS ACTIVITIES :

During the year under report the company has made moderate business in investments & corporate deposits.

DIVIDEND :

Your Directors are unable to recommend any dividend due to net loss for the year ended 31st March, 2010.

FIXED DEPOSITS :

Your company has not accepted any fixed deposits during the year and the Board of Directors have confirmed that the company is not holding any public deposit till date.

CONSERVATION OF ENERGY RESOURCES, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

Information in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are furnished hereunder :

a. Conservation of energy The operations of the Company are not energy intensive.

b. Technology absorption Not applicable

c. (1) Foreign Exchange Earnings : NIl (2) Foreign Exchange outgo Nil

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of the provisions of section 217(2AA) of the Companies Act, 1956 your directors state;

1. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that the Directors selected such accounting policies and applied them consistently and made judgments 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 loss of the Company for the year,

3. that the Directors took proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and preventing and detecting the fraud and other irregularities,

4. that the directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE :

In terms of Clause 49 of the listing agreements with the Kolkata & Mumbai Stock Exchanges, Corporate Governance Report, along with certificate of compliance from the Auditors is attached and form part of the Annual Report. The Board has approved the Corporate Governance Report.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Sri Binod Kumar Mehra and Sri Madhusudan Prasad Srivastwa, Directors of the Company retire by rotation and are eligible for reappointment. Sri Anup Kumar Mehrotra, Director has resigned w.e.f. 30.10.2009.

LISTING OF SHARES :

In terms of clause 48B of Listing Agreement with the Stock Exchanges, the Company specifies the names and addresses here under and confirmed that the Listing fees have been paid for the year.

1. The Calcutta Stock Exchange Association Ltd., 7, Lyons Range, Kolkata-700001.

2. The Bombay Stock Exchange Ltd. - Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001.

AUDITORS :

M/S. Vasudeo & Associates, Chartered Accountants, Auditors of the Company, retire in accordance with the provision of the Companies Act, 1956, and are eligible for reappointment.

PARTICULARS OF EMPLOYEES :

None of the employees of the Company draw remuneration of or in excess of the amount prescribed as per sub section (2A) of section 217 of the Companies (Particulars of Employees Rules 1975) Act.

DISCLOSURE OF RELATIONSHIP WITH AN INDEPENDENT DIRECTOR :

None of the independent Directos are related in any way with the Promotor/Director except Sri Anup Kumar Mehrotra, since resigned who is brother in law (wifes sisters husband) of the Chairman.

ACKNOWLEDGEMENTS :

The Directors thank the Shareholders and clients for the confidence reposed by them in the Company and also wish to place on record the appreciation for the services and sincere efforts of the employees, bankers, Registrar and Share Transfer Agent, legal advisor of the Company.



On behalf of the Board

Kolkata For Golden Securities Limited

31st day of May, 2010 Binod Kumar Mehra

Chairman





 
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