BOARD'S REPORT Dear Members

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

1. Financial Performance of the company

2. Operating Highlights

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

3. Company's Affairs

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

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

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

5. Change in the Nature of Business

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

6. Dividend

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

7. Share Capital

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

8. Fixed Deposits

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

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

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

10. Internal Control Systems and Their Adequacy

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

11. Transfer to Reserves

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

12. Statutory Auditors

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

13. Auditors' Report

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

14. Extract of the annual return

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

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

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

16. Corporate Social Responsibility (CSR)

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

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

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

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

18. Number of meetings of the Board of Directors

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

19. Audit Committee

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

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

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

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

21. Nomination and Remuneration Committee

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

22. Particulars of contracts or arrangements with related parties:

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

23. Managerial Remuneration:

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

24. Secretarial Audit Report

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

Explanation to Auditor's Remarks

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

25. Corporate Governance Certificate

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

26. Risk management policy

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

27. Directors' Responsibility Statement

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

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

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

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

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

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

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

28. Acknowledgements

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

Place: Kolkata For and on behalf of the Board

Date: 04-09-2016 Sd/-

Prashant Ghanshyambhai Ukani

DIN: 03406521