To,
The Members
Goenka Business & Finance Limited
The Directors have pleasure in presenting before you the 36th Annual Report
on the business and operations of the Company along with the Audited Financial Statement
for the financial year ended 31st March, 2023.
1. FINANCIAL SUMMARY HIGHLIGHTS: (in Lakhs)
Particulars |
31/03/2023 |
31/03/2022 |
Revenue from Operation |
24,883.07 |
1,42,034.59 |
Other Income |
0.13 |
0.01 |
Less: Expenditure |
23,889.9 |
|
|
|
1,40,357.2 |
Profit/(Loss) before, Interest, |
993.3 |
1677.4 |
Depreciation & Tax |
|
|
Less: Interest |
|
|
|
985.61 |
1581.33 |
Less: Depreciation & Amortisation |
2.48 |
2.18 |
Cost |
|
|
Less: Extra Ordinary Items |
- |
- |
Profit/Loss Before Tax |
|
|
|
5.21 |
93.89 |
Less Tax Expense: |
|
|
Current Tax |
|
|
|
2.96 |
- |
Deferred Tax |
(12.21) |
34.15 |
Net Profit/ Loss after Tax |
14.46 |
59.74 |
2. STATE OF COMPANY AFFIARS:
During the financial year 2022-23, the Company has earned a total income of Rs.
24,883.20 Lakhs against a total income of Rs. 1,42,034.60 Lakhs in the previous year. The
Company has earned a Net Profit of Rs. 14.46 Lakhs against a Profit of Rs. 59.74 Lakhs in
the previous year.
3. FUTURE PROSPECTS
The Company will Continue Focus to lend the money to borrower and to systematic
investing activity of the Business.
4. WEB ADDRESS OF ANNUAL RETURN
The Web Address where Annual Return of the Company for the Financial Year 2022-23
referred in sub-section (3) of Section 92 has been placed is mentioned below:
www.goenkabusinessfinancelimited.in
5. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of the Business of the Company during the
financial year 2022-23.
6. DIVIDEND
No Dividend was declared during the year.
7. TRANSFER TO RESERVES
As per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 company has
created statutory reserve, and current year out of profit Rs. 0.45 Lakhs transfer to
statutory reserve.
8. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at 31st March, 2023 stood
at Rs. 1300.01 lakhs. During the year under review there is no change in share capital of
the Company.
9. DEPOSITS
During the year under review, your Company did not accept any deposits within the
meaning of Provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
10. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments, affecting the financial position of your
company which has occurred between the end of financial year of the company i.e. March 31,
2023 and the date of Director's Report.
11. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES
There are no subsidiaries, associated and joint venture companies of the Company.
12. DIRECTORS AND KEY MANANGERIAL PERSONNEL
The composition of the Board of Directors is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum
combination of Executive and Non-Executive with atleast one Women Directors.
At the year ended March 31, 2023 the Board of Directors comprised of Two Executive
director and one Non-Executive Independent woman director and Two Independent Director.
(i) Appointments/Re-Appointments:
During the year under review and upto the date of this report the following changes
occurred in the composition of Board and Key Managerial Personnel of the Company:
(a) Ms. Pooja H Khakhi has been appointed w.e.f 21st September, 2022 as the
Company Secretary and Compliance Officer of the Company by the Board in the meeting held
on 21st September, 2022.
(ii) Resignations:
During the year under review there was no resignation.
(iii) Directors liable to retire by rotation:
Pursuant to the provisions of Section 152 and other applicable provisions of the
Companies Act, 2013 read with rules made thereunder, Mr. Bhavikkumar S Prajapati (DIN:
08480627), Executive Director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offer himself for re-appointment.
The Board recommends the re-appointment of the above Director for your approval. Brief
details of Director proposed to be re-appointed, as required under Regulation 36 of the
SEBI Listing Regulations, is provided in the Notice of the ensuing AGM.
13. DECLARATION BY INDEPENDENT DIRECTORS:
Independent Directors have given declaration that they meet the criteria of
independence as per Regulation 16 (1) (b) SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and as per the criteria provided in the Section 149 of the
Companies Act, 2013.
In the opinion of the Board, the Independent Directors fulfill the conditions relating
to their status as Independent Directors as specified in Section 149 of the Companies Act,
2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
Independent Directors not liable to retire by rotation, in terms of Section 149(13) of
the Act.
The policy for Familiarization of Independent Director is also placed on Website of the
company i.e. www.goenkabusinessfinancelimited.in respectively.
14. KEY MANAGERIAL PERSONNEL:
The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there
under:
A. Mr. Bhavikkumar Prajapati, Chief Financial Officer B. Mr. Yasin Gori, Whole time
Director C. Mrs. Pooja Hemang Khakhi, Company Secretary
15. DISQUALIFICATIONS OF DIRECTORS:
During the year declarations received from the Directors of the Company pursuant to
Section 164 of the Companies Act, 2013. The Board appraised the same and found that none
of the director is disqualified for holding office as director.
Further the Certificate from Practicing Company Secretary as per the certifying that
none of the directors of the company disqualified for holding office as director of the
Company is enclosed with this Board Report as per Annexure-VII.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board
confirms and submits the Director's Responsibility Statement:
i) In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures; ii) The
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 year under review; iii) The Directors have taken proper
& sufficient care of the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for prevention & detecting fraud & other irregularities; iv) The Directors have
prepared the accounts for the year ended 31st March, 2023 on a going concern basis. v) 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. vi) The
directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.
17. COMMITTEES OF THE BOARD OF DIRECTORS
The Board has three committees which have been constituted as a part of the good
corporate governance practices and the same are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. The following are the details of the
Board Committees during the Financial Year 2022-23:
a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders
Relationship Committee
Audit Committee
Your Company has an adequately qualified and experienced Audit Committee with Mr.
Nigamkumar Sathavara (Chairman), Mr. Yasin Gori and Ms. Charmi Parikh, as Members. The
recommendations of the Audit Committee were duly approved and accepted by the Board during
the year under review.
The full details with respect to Committees, their compositions, powers, roles, terms
of reference, Meetings held and attendance of the Directors at such Meetings of the
Committees are given in detail in the Report on Corporate Governance of the Company which
forms part of this Report.
18. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES a. Board Meetings:
During the year under review the Board has met 7 (Seven) times viz. 08th
April, 2022, 30th May 2022, 12th August 2022, 02nd
September 2022, 21st September 2022, 14th November, 2022 and 07th
February 2023. The details of meetings of the Board and the attendance of Directors are
provided in the Corporate Governance Report.
b. Committee Meetings:
During the year under review, the Committees duly met and the details of the Meetings
held and attendance of the Directors at such Meetings, are provided in the Corporate
Governance Report.
c. Separate Meeting of Independent Director:
During the year under review, a separate meeting of Independent Directors was held on
20th March, 2023. Details of the attendance of the Directors at such meeting
and details about familiarization programme are provided in the Corporate Governance
Report.
19. SHAREHOLDERS MEETING
There is only one Share Holders Meeting i.e. (Annual General Meeting) held on 30th
September, 2022 at 03:00 P.M. IST through Video Conferencing ("VC)/ Other Audio
Visual Means ("OAVM).
20. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 134(3)(p) of Companies Act 2013 and Regulation
25(4) and 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Nomination and Remuneration Committee of the Company has defined the evaluation
criteria and procedure for the Performance Evaluation process for the Board, its
Committees, and Directors.
The Board of Directors has carried out an annual performance evaluation of its own
performance, the Directors and the Committees. Performance evaluation of independent
Directors was in accordance with Regulation 17(10) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, which is done by the entire board, excluding
the director being evaluated. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors, who also reviewed the
performance of the Board as a whole. The criteria on the basis which the evaluation has
been carried out are explained in the Corporate Governance Report.
The performance of the board was evaluated by the board after seeking inputs from all
the Directors on the basis of criteria such as board composition and structure,
effectiveness of board processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The performance of the committee was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of the committee,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual director on the basis of criteria such as the contribution of the individual
directors to the board and committee meeting like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meeting, etc.
21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
During the Financial Year, no Loan, Guarantees and Investments made by the company
under section 186 of the Company Act, 2013. Details of Loans, Guarantees and investments,
outstanding as on 31st March, 2023 are given in the notes to the financial statements.
22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
Pursuant to the provision of section 177(9) & (10) of the Companies Act, 2013, the
Company has formulated a Whistle Blower Policy to establish a vigil mechanism for
Directors and employees of the Company to report concerns about unethical behavior, actual
or suspected fraud or violation of the company's code of conduct or ethics policy. The
amended/updated Whistle Blower Policy is available on the website of the Company i.e.
www.goenkabusinessfinancelimited.in
23. RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.
24. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
25. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Corporate Governance refers to a set of systems, procedures and practices which ensure
that the company is managed in the best interest of all corporate stakeholders i.e.
shareholders, employees, suppliers, customers and society in general. Fundamentals of
Corporate Governance include transparency, accountability and independence. 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
Annexure-III to the said Report.
26. INTERNAL FINANCIAL CONTROLS AND AUDIT
Adequacy of Internal Financial Controls:
The Board of your Company has laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating
effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
27. MANAGEMENT DISCUSSION ANALYSIS REPORT
The Management Discussion and Analysis Report is applicable to the company as per the
Regulation 34 under SEBI (Listing Obligation and Disclosures requirements) Regulation,
2015 and annexed herewith marked as Annexure-I.
28. AUDITORS: a. STATUTORY AUDITORS
Based on the recommendation of Audit Committee and the Board of Directors, Members of
the Company at the 34th Annual General Meeting held on 30th
September, 2021 appointed M/s. MAAK Associates, Chartered Accountants, (ICAI Registration
No.: 013811N) as the Statutory Auditors of the Company for a term of 5 years from the
conclusion of 34th Annual General Meeting till the conclusion of Thirty-Nine
Annual General Meeting to be held in the year 2026. The Member also approved the
remuneration payable to M/s. MAAK Associates and authorised the Board to finalise the
terms and conditions of reappointment, including remuneration of the Statutory Auditor for
the remaining period, based on the recommendation of Audit Committee.
During the year, the Statutory Auditors have confirmed that they satisfy the
Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by
the Institute of Chartered Accountants of India.
Explanation to Auditor's Remark
The Auditors' Report read with relevant notes are self-explanatory and not required any
comments or Explanation.
Reporting of fraud by Statutory Auditors
There was no fraud in the Company, which was required to report by Statutory Auditors
of the Company under sub-section (12) of section 143 of Companies Act, 2013. b.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Aanal Satyawadi & Co., Practicing Company Secretary to undertake the
Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the
financial year ended March 31, 2023 is enclosed as Annexure VI to the Report. There are no
qualifications, reservations or adverse remarks made by the Secretarial Auditor in their
report.
c. COST RECORD AND COST AUDIT
Your company does not fall within the provisions of Section 148 of Company's Act, 2013
read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records
required to be maintained.
d. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of
Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s
S.D. Mehta & Co. Chartered Accountants Firm Reg. No. 137193W to conduct internal audit
for the Company for the Financial Year 2023-24.
29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
During the period under review, No employee of the Company drew remuneration in excess
of the limits specified under the provisions of section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual
Report.
30. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to
The Bombay Stock Exchange Limited and Metropolitan Stock Exchanges Limited where the
Company's Shares are listed.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees are covered under this policy. The
following is the summary of sexual harassment complaints received and disposed during the
calendar year. No. of complaints received: Nil No. of complaints disposed off: Nil
32. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is an NBFC company therefore all the provisions of the RBI act is complied
during the year under review.
33. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arm's length
basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the company on materiality of related party transactions.
The disclosure of related party transactions as required under section 134(3)(h) of the
Companies Act, 2013 in Form AOC - 2 is attached as per Annexure-II.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at
www.goenkabusinessfinancelimited.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is
provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL 2. Technology absorption, adoption and
innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
35. DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT,
2013
During the year under review, your Directors do not observe any transactions which
could result in a fraud. Your Directors hereby declares that the Company has not been
encountered with any fraud or fraudulent activity during the Financial Year 2022-2023.
36. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable in the Company.
37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
38. SECRETARIAL STANDARDS OF ICSI
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors' and General Meetings', respectively,
have been duly followed by the Company.
39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS
There are no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILETAKING LOANS FROM THE BANKS OR FINANCIAL
INSTITUTION ALONGWITH THE REASONS THEREOF
There are no such events occurred during the period from April 01, 2021 to March 31,
2022, thus no valuation is carried out for the one-time settlement with the Banks or
Financial Institutions.
41. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business
constituents, banks and other financial institutions and shareholders of the Company like
SEBI, BSE, NSDL, CDSL, RBL Bank, ICICI bank and AU Small Finance Bank etc. for their
continued support for the growth of the Company.
F For GOENKA BUSINESS FINANCE LIMITED
Place: Ahmedabad |
|
Date: 04.09.2023 |
Sd/- Sd/- |
|
Mr. Yasin Gori Mr. Bhavikkumar Prajapati |
|
W hole Time Director Director |
|
DIN: 08221979 DIN: 08480627 |
|