banas finance limited (2015-16) · banas finance limited (2015-16) 4 33rd annual report notice of...

Banas Finance Limited (2015-16)

33rd Annual Report1

BanasFinance Limited

(33rd Annual General Meeting)

REGISTERED OFFICE :E/109, Crystal Plaza,New Link Road, Andheri (West),Mumbai : 400053.Tel: 02261522222Email Id: [email protected]: www.banasfinance.com

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33rd Annual Report2

ContentsParticulars Page No.Corporate Information & other Details 3Notice of 33rd Annual General Meeting of the Company 4Procedure and Instruction for E-voting 7Explanatory Statement to Resolutions u/s 102 of Companies Act, 2013 8Additional information of Directors seeking Re-Appointment/Appointment 11Board of Directors’ Report 12Annexure to Directors’ Report

Policy on Selection and Appointment, Performance Evolution & Remuneration of Directors -Annexure I 18 Form MR-3 Secretarial Audit Report – Annexure II 20 Form AOC-2 (Related Party Transaction) – Annexure III 23 For MGT-9 Extract of Annual Return – Annexure IV 24 Particulars of Employees and Related Information - Annexure V 30CEO/CFO Certification 31Declaration regarding Compliance by Board Members and Senior Management Personnel with theCode of Conduct 31

Certificate of Compliance from Auditors as per Schedule V (E) of LODR, 2015 32Corporate Governance Report 33Management Discussion and Analysis Report 43Independent Auditors’ Report 46Annexure to Auditors’ Report 48Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008” 52Schedule to the Balance Sheet of a Non-Deposit Taking Non-Banking Financial Company 53Balance Sheet 57Profit & Loss A/c 58Cash Flow Statement 59Notes forming part of Financial Statement 60Attendance Slip and Proxy Form 67Ballot Paper 68Route Map 69


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Corporate InformationBOARD OF DIRECTORSShri Amit Gulecha -M.DShri. Girraj Kishor Agrawal - DirectorShri Ashwin Jayantilal Shah - DirectorSmt Seema Sidhu - DirectorShri Hardikkumar Kabariya - DirectorShri Hardikkumar Kabariya - DirectorMs Swati Shinde - DirectorPRINCIPLE BANKERS:Axis Bank LtdKotak Mahindra BankRatnakar Bank LimitedSTATUTORY AUDITORS:M/s Pravin Chandak & Associates403, New Swapanalok Chs Ltd,Natakwala Lane,Borivali(West),Mumbai-400092SECRETARIAL AUDITORS:P.D. Pandya & AssociatesMumbai

SECRETARIAL AUDITORS:A.M. Gohel & Co.,MumbaiREGISTAR & TRANSFER AGENT:Purva Shareregistry (India) Pvt Ltd.9, Shiv Shakti Industrial Estate,J.R. Boricha Marg, Lower Parel (E),Mumbai – 400 011Tel: 022-23018261Email Id: [email protected] OF EQUITY SHARES:Bombay Stock ExchangePhiroze Jeejeebhoy TowersDalal Street,Mumbai-400001Tel: 91-22-22721233/4 |91-22-66545695REGISTERED OFFICE :E/109, Crystal Plaza,New Link Road, Andheri (West),Mumbai : 400053.Tel: 02261522222Email Id: [email protected]:www.banasfinance.com

IMPORTANT COMMUNICATION TO MEMBERS – GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowingpaperless compliances by the Companies and has issued a Circular stating that service of all documents includingAnnual Reports can be sent by e-mail to its Members. Your Company believes that this is a remarkable andenvironment friendly initiative by MCA and requests all Members to support in this noble cause.The Company has already embarked on this initiative and proposes to send documents including Annual Reports inelectronic form to the Members on the email address provided by them to the R&T Agent/the Depositories.The Members who hold shares in physical form are requested to intimate/update their email address to theCompany/R&T Agent while Members holding shares in demat form can intimate/update their email address totheir respective Depository Participants.Members are requested to further note that they will be entitled to be furnished, free of cost, the physical copy ofthe documents sent by e-mail, upon receipt of a requisition from them, any time, as a Member of the Company.


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Notice of 33rd Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE 33RD ANNUAL GENERAL MEETING OF THE MEMBERS OF M/S. BANASFINANCE LIMITED WILL BE HELD ON WEDNESDAY ON 28TH SEPTEMBER, 2016, AT 02:00 P.M. AT THEREGISTERED OFFICE OF THE COMPANY AT E-109, CRYSTAL PLAZA, NEW LINK ROAD, OPP. INFINITY MALL,ANDHERI (WEST), MUMBAI-400053.

ORDINARY BUSINESS:

1. Adoption of Financial Statement:To receive, consider and adopt the Audited Standalone Financial Statements consisting of the Balance Sheet as at March 31,2016, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Explanatory Notesannexed thereto, forming part of, any of the above documents together with the reports of the Board of Directors and theAuditors thereon.2. Appointment of Director:To appoint a Director in place of Mr. Girraj Kishor Agrawal (DIN 00290959), who retires by rotation in terms of section152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.3. Ratification of appointment of auditors:

“Resolved That pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 (“Act”) read withthe Companies (Audit and Auditors) Rules, 2014, if any, M/s. Pravin Chandak & Associates, Chartered Accountants(Registration No: 116627W) be and are hereby reappointed as a Statutory Auditors of the Company provided that theappointment M/s. Pravin Chandak & Associates, shall be from the conclusion of this 33rd Annual General Meeting till theconclusion of the 34th Annual General Meeting, re-appointment shall be subject to ratification by the Members at AnnualGeneral Meeting to be held during the period.”“Resolved Further That the Board of Directors or Audit Committee thereof, be and is hereby authorised to decide andfinalise the terms and conditions of appointment, including the remuneration of the Joint Statutory Auditors.”SPECIAL BUSINESS:

4. To regularize the appointment of Ms. Swati Shinde (DIN: 07286912) as an Independent Non- Executive Director.To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:“Resolved That pursuant to the provisions of Section 149, 152 and any other app liable provisions of the Companies Act,2013 and the Rules made there under (including any statutory modification (s) or re-enactment thereof) read with ScheduleIV of the Companies Act, 2013 and Regulation 16(1)(b)of the Listing Obligations and Disclosure Requirements, Ms. SwatiShinde (DIN: 07286912) who was appointed as an Additional Director pursuant to the provisions of section 161(1) of thecompanies act, 2013 and who has submitted a declaration that she meets the criteria of Independence as provided in Section149(6) of the Act and who is eligible for appointment and in respect of whom the company has received a notice in writingfrom a Member proposing her candidature for the office of Director, pursuant to Section 160 be and is hereby appointed asIndependent Director of the Company to hold office for five consecutive years with effect from 22nd September, 2015 upto21st September, 2020 not liable to retire by rotation.”5. To regularize the appointment of Mr. Hardikkumar Bharatbhai Kabariya (DIN: 07566240) as an Independent

Non- Executive Director.To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:“Resolved That pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act,2013 and the Rules made there under (including any statutory modification (s) or re-enactment thereof) read with ScheduleIV of the Companies Act, 2013 and Regulation 16(1)(b)of the SEBI(Listing Obligations and Disclosure Requirement)Requirements, Mr. Hardikkumar Bharatbhai Kabariya (DIN: 07566240) who was appointed as an Additional Directorpursuant to the provisions of section 161(1) of the companies act, 2013 and who has submitted a declaration that she meetsthe criteria of Independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect ofwhom the company has received a notice in writing from a Member proposing his candidature for the office of Director,pursuant to Section 160 be and is hereby appointed as Independent Director of the Company to hold office for fiveconsecutive years with effect from 30th May, 2016 upto 29th May, 2021 not liable to retire by rotation.”


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6. Approval for Related Party TransactionsTo consider and, if thought fit, to pass with or without modification, if any, the following resolution as an OrdinaryResolution:“Resolved That in continuation of earlier resolution passed in this behalf and pursuant to the provisions of Section 188, ifand to the extent applicable, and other applicable provisions of the Act read with Rule 15 of the Companies (Meetings ofBoard and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being inforce) and Regulation 23(4) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, as amended fromtime to time, consent of the Company be and is hereby accorded to the Board to enter into any and alltransactions/contracts/arrangements with the ‘related party’ as defined in the Act and Regulation 2(zb) of the ListingRegulation and mentioned in below table, relating to sale, purchase or supply of any goods or materials, selling or otherwisedisposing of, or buying, leasing of property of any kind, availing or rendering of any services, appointment of agent forpurchase or sale of goods, materials, services or property or otherwise disposing of any goods, materials or property oravailing or rendering of any services or appointment of such related party to any office or place of profit in the Company orits subsidiary or associate or promoter group Company, making of loans to, and/or giving of guarantees or providing securityand/or making of investments and the purchase from and/or sale to it of any securities by the Company, or any combinationthereof, etc on such terms and conditions as the Board in its absolute discretion may deem fit provided however that theaggregate amount/value of all such transactions/contracts/arrangements that may be entered into and remainingoutstanding at any time shall not exceed Rs.50 Crores with each related parties respectively during any financial year.”

Sr.No.

Name of Related Parties Nature ofRelationship

Nature of transaction Amount1 M/s. Axon Ventures Limited Group Company To enter in to transaction relating sale,purchase or supply of any goods ormaterials, selling or otherwise disposing of,or buying, leasing of property of any kind,availing or rendering of any services,appointment of agent for purchase or saleof goods, materials, services or property orotherwise disposing of any goods, materialsor property or availing or rendering of anyservices or appointment of such relatedparty to any office or place of profit in theCompany or its subsidiary or associateCompany, making of loans to, and/or givingof guarantees or providing security onbehalf of the Company (Related Party)and/or making of investments in thesecurities of the Company and the purchasefrom and/or sale to it of any securities bythe Company, or any combination thereof,etc.

50 Croreswith eachrelatedparties, atongoingbasis

2 M/s. Rockon Enterprises Limited Group Company3 M/s. Proaim Enterprises Limited Group Company4 M/s. Tilak Ventures Limited Group Company5 M/s. Five X Tradecom Ltd Group Company6 M/s. Handful Investrade Pvt Ltd Group Company7 M/s. Agrawal Bullion Limited Group Company8 M/s. Kayaguru Capital Market PvtLtd Group Company9 M/s. Rockon Capital Market Pvt Ltd Group Company10 Mr. Girraj Kishor Agrawal Promoter &Director11 M/s. Girraj Kishor Agrawal Huf Promoter &Related Party12 Mrs. Tanu Agarwal Promoter &Related Party

“Resolved Further That the Board be and is hereby authorised to do all such acts, deeds, matters and things as may benecessary, proper or expedient for the purpose of giving effect to the above resolution.”REGISTERED OFFICE: By Order of the BoardE-109 Crystal Plaza, New Link Road,Opp. Infinity Mall, Andheri (West), Sd/-Mumbai: 400053. Girraj Kishor AgrawalDate: 13th August, 2016 (Director)

DIN:00290959


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Notes:1) Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to betransacted at the meeting is attached hereto.2) A member is entitled to attend and vote at the annual general meeting, is entitled to appoint a proxy and vote on a pollinstead of himself/herself and a proxy need not be a member of the company. A person can act as proxy on behalf ofmembers upto and not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital ofthe company. Further, member holding more than ten percent of the total share capital of the company carrying votingrights may appoint a single person as proxy and such person may not act as a proxy for any other person or member. Theinstrument appointing proxy must be deposited at the registered office of the company not less than 48 hours before thetime of holding the meeting.3) Corporate Members are requested to send in advance duly certified copy of Board Resolution / power of attorneyauthorizing their representative to attend the annual general meeting.4) Members/ proxies are requested to bring their copies of annual reports and the attendance slip duly completed andsigned at the meeting, quote their respective folio numbers or DP ID and Client ID numbers for easy identification oftheir attendance at the meeting.5) Pursuant to section 91 of the Companies Act, 2013 The Register of Members and the Transfer Book of the Company willremain closed from 21/09/2016 to 23/09/2016 (both days inclusive).6) The Securities & Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN) byevery participant in securities market. Members holding shares in electronic form, are, therefore requested to submittheir PAN to their Depository Participants with whom they are maintaining their Demat Account. Members holding theirshares in Physical Form can submit their PAN details to the share transfer agent (M/s. Purva Sharegistry (India) Pvt Ltd)of the Company.7) Members are requested to notify immediately any change in their address details to the Company’s Registrar and sharetransfer agents for shares held in demat/physical form at: M/s. Purva Sharegistry (India) Pvt Ltd, at 9, Shiv ShaktiIndustrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai – 400 011.8) Pursuant to the provisions of Sections 101 and 136 of the Act read with ‘The Companies (Accounts) Rules, 2014’electronic copy of the Annual Report for financial year 2015-2016 along with Notice of 33rd Annual General Meeting ofthe company (including the Attendance Slip & Proxy Form) is being sent to all the members whose email id is registeredwith the Registrar/Depository Participant(s) unless any member has requested for a hard copy of the same. Formembers who have not registered their e mail address, physical copies of the Annual Report for the financial year 2015-2016 along with the notice of the 33rd Annual general Meeting of the Company inter-alia indicating the process andmanner of e-voting along with Attendance Slip and Proxy Forms is being sent by other permissible modes.9) Electronic copy of the Notice convening the 33rd Annual General Meeting of the Company inter alia indicating theprocess and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members who holdshares in dematerialized mode and whose email addresses are registered with their respective Depository Participants.For those members who have not registered their email address, physical copies of the said Notice inter alia indicatingthe process and manner of e-voting along with attendance slip and proxy form is being sent in the permitted mode.10) Members may also note that the Notice of the 33rd Annual General Meeting and the Annual Report for 2015-2016 willalso be available on the Company’s website www.banasfinance.com, which can be downloaded from the site. Thephysical copies of the aforesaid documents will also be available at the Company’s registered office in Mumbai forinspection during normal business hours on all the working days except Saturdays and Sundays11) During the period beginning 24 hours before the time fixed for commencement of the meeting and ending with theconclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the businesshours of the Company, provided not less than 3 days’ written notice is given to the Company.12) Brief details of the Directors, who are seeking appointment / re-appointment, are annexed hereto as per therequirements of the Companies Act, 2013 and Regulation 36(3) Of the Listing Agreement.13) Members holding the equity shares under multiple folios in identical order of names are requested to consolidate theirholdings into one folio.


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PROCEDURE AND INSTRUCTION FOR E-VOTING:In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules,2014 and Regulation 44 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company provides to its members, the facility to exercise their right to vote on resolutions proposed tobe considered at the 33rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other thanvenue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).The facility for voting through ballot paper shall also be made available at the AGM and the members attending the meetingshall be able to exercise their right to vote at the meeting through ballot paper in case they have not casted their vote byremote e-voting.The members who have casted their vote by remote e-voting prior to the AGM may also attend the AGM but shall not beentitled to cast their vote again.THE INSTRUCTIONS FOR E-VOTING ARE AS UNDER:1) Members whose e-mail addresses are registered with the company/Depository Participant(s) will receive an e-mail fromNSDL informing the User-ID and Password.2) Open e-mail and open PDF file viz; “BFL e-voting.pdf” with your client ID or Folio No. as password. The said PDF filecontains your user ID and password for e-voting. Please note the password is an initial password.3) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/4) Click on shareholder- Login5) Insert user ID and password and initial password noted in step 1 above. Click Login6) Password change menu appears. Change the password with new password of your choice with minimum 8digits/characters or combination thereof. Note new password. It is strongly recommended not to share your passwordwith any other person and take utmost care to keep your password confidential.7) Home page of e-voting opens. Click on e-voting. Active e-voting cycles.8) Select “EVEN” of Banas Finance Limited9) Now you are ready for e-voting and cast vote page opens.10) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.11) Upon confirmation, the message “Vote caste successfully” will be displayed.12) Once you have voted on the resolution, you will not be allowed to modify your vote.13) For the votes to be considered valid, the institutional shareholder(s) i.e. other than individuals , HUF, NRI, etc. arerequired to send scanned copy (PDF/JPG Format) of the relevant Board Resolution /authorization letter etc. togetherwith attested specimen signature of the authorized signatory /signatories who are authorized to vote, to the scrutinizervia e-mail at [email protected] with a copy marked to [email protected]) For members whose email IDs are not registered with the company/ Depository participant(s) who receive physicalballot forms, the following instructions may be noted:15) The initial password is provided at the bottom of the Ballot Form Please follow all the steps from 1 to 12 mentionedabove, to cast your vote.16) In case of any queries you may refer to the Frequently Asked Questions (FAQs) and e-voting user manual for Membersavailable in the ‘Downloads’ section of www.evoting.nsdl.com or contact NSDL by email at [email protected]) Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such anevent, you will need to go through the ‘Forgot password’ option available on the site to reset the password.18) If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting yourvote.


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19) The e-voting period commences on Sunday 25/09/2016 at 9:00 A.M. and ends on Tuesday, 27/09/2016 at 5:00 P.M.During this period, members of the company holding shares either in physical form or in dematerialized form, as on thecutoff / relevant date i.e. Wednesday, 21/09/2016 may cast their vote electronically. The e-voting module shall bedisabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, he or she will not be allowed tochange it subsequently.20) Any person, who becomes a member of the Company after dispatch of the Notice of AGM and holding shares as of the cut-off date i.e. Wednesday, 21/09/2016 may obtain the login ID and password by sending a request at [email protected] [email protected]. However, if such member is already registered with NSDL for remote e-voting then he/she/it canuse his/her/its existing user ID and password for casting the vote. The facility to reset the forgotten password is alsoprovided by NSDL by using “Forgot User Details/Password” option available on www.evoting.nsdl.com.21) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by thedepositories as on the cut-off date, viz., Wednesday, 21/09/2016 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.22) Mr. Pravin Chandak, Chartered Accountant, (Membership No. 049391), Partner of M/s. Pravin Chandak & Associates.,Chartered Accountants, Mumbai has been appointed as the Scrutinizer by the Board of Directors of the Company toscrutinize the voting and e-voting process in a fair and transparent manner.The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafterunblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of theCompany and shall make, not later than three days of the conclusion of the AGM, a consolidated Scrutiniser’s report of thetotal votes cast in favour or against, if any, to the Chairman or a person authorised by the Chairman in writing, who shallcountersign the same and declare the result of the voting forthwith.The Results declared along with the report of the Scrutinizer will be placed on the website of the Companywww.banasfinance.com and on the website of NSDL immediately after the declaration of results by the Chairman or by aperson duly authorised. The results shall also be immediately forwarded to the BSE Limited, where the equity shares of theCompany are listed.EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT2013, SPECIAL BUSINESS:

Item No.4Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, at its meeting held on22/09/2015, appointed Ms. Swati Shinde as an additional director (Independent) under Section 161(1) of the Act read.Accordingly, Ms. Swati Shinde holds office as a director up to the date of the forthcoming Annual General Meeting. It isproposed to appoint her as a Non-executive and Independent Director of the Company for five consecutive years with effectfrom 22/09/2015 in terms of Section 149 of the Act.The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from Ms. SwatiShinde her candidature ship for the office of a director of the Company. Ms. Swati Shinde has confirmed to the Board that Shequalifies to be an independent director within the meaning of Regulation 16(1)(b) of SEBI(LODR), Regulation 2015 andSection 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In theopinion of the Board, Ms. Swati Shinde fulfils the conditions specified in the Act and Rules made there under for herappointment as an Independent Director of the Company.The Board of Director is of the opinion that Ms. Swati Shinde, possesses requisite skills, experience and knowledge relevant tothe company’s business and it would be in the interest of the company to continue to have his association with the companyas director. Accordingly, the Board recommends the passing of the Ordinary Resolution proposed at item no. 4 of the Notice.Brief profile of Ms. Swati Shinde and the disclosures required under Regulation 36 (3) of the SEBI(LODR), Regulation 2015 aregiven as additional information about the directors, which forms part of the Notice.None of the Directors/Key Managerial Personnel of the Company/ their relatives, except Ms. Swati Shinde, is in any way,concerned or interested, financially or otherwise, in the resolution set out at item no. 4 of the Notice.Item No.5Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, at its meeting held on30/05/2016, appointed Mr. Hardikkumar Bharatbhai Kabariya as an additional director (Independent) under Section 161(1)of the Act read. Accordingly, Mr. Hardikkumar Bharatbhai Kabariya holds office as a director up to the date of the forthcoming


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Annual General Meeting. It is proposed to appoint her as a Non-executive and Independent Director of the Company for fiveconsecutive years with effect from 30/05/2016 in terms of Section 149 of the Act.The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from Mr.Hardikkumar Bharatbhai Kabariya his candidature ship for the office of a director of the Company. Mr. HardikkumarBharatbhai Kabariya has confirmed to the Board that he qualifies to be an independent director within the meaning ofRegulation 16(1)(b) of SEBI(LODR), Regulation 2015 and Section 149(6) of the Act read with Rule 5 of the Companies(Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, Mr. Hardikkumar Bharatbhai Kabariyafulfils the conditions specified in the Act and Rules made there under for his appointment as an Independent Director of theCompany.The Board of Director is of the opinion that Mr. Hardikkumar Bharatbhai Kabariya, possesses requisite skills, experience andknowledge relevant to the company’s business and it would be in the interest of the company to continue to have hisassociation with the company as director. Accordingly, the Board recommends the passing of the Ordinary Resolutionproposed at item no. 5 of the Notice.Brief profile of Mr. Hardikkumar Bharatbhai Kabariya and the disclosures required under Regulation 36 (3) of theSEBI(LODR), Regulation 2015 are given as additional information about the directors, which forms part of the Notice.None of the Directors/Key Managerial Personnel of the Company/ their relatives, except Mr. Hardikkumar BharatbhaiKabariya, is in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 5 of the Notice.Item No.6Pursuant to the provisions of Section 188, if and to the extent applicable, and other applicable provisions of the Act, read withRule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) orreenactment thereof for the time being in force), all related party transactions beyond the thresholds mentioned in Rule 15(3)(a) require prior approval of the Members in general meeting. Further, as per the provisions of Regulation 23(2) (4) of theSEBI (LODR), Regulation 2015, as amended from time to time, all related party transactions require prior approval of theAudit Committee and all material transactions with related parties require approval of the members of a public listedcompany through a Ordinary resolution and the related parties are required to abstain from voting on such resolutionwhether the entity is a related party to the particular transaction or not.“Material Related Party Transaction” under Regulation 23(1) of listing Regulation means any transaction to be entered intoindividually or taken together with previous transactions during a financial year exceeding 10% of the annual consolidatedturnover of a company as per its last audited financial statements. The annual consolidated turnover of the Company for thefinancial year 2015-16 is Rs. 8.08 Crores. Accordingly, any transaction(s) by the Company with a related party (except with itswholly owned subsidiaries) exceeding Rs. 0.80 Crores (10% of the Company’s annual consolidated turnover) shall beconsidered as material transaction and hence, the approval of the Members is required for the same.REGISTERED OFFICE: By Order of the BoardE-109 Crystal Plaza, New Link Road,Opp. Infinity Mall, Andheri (West), Sd/-Mumbai: 400053. Girraj Kishor AgrawalDate: 13th August, 2016 (Director)

DIN: 00290959


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BANAS FINANCE LIMITEDCIN: L65910MH1983PLC030142Regd. Off: E-109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai -53Tel No: 022-61522225| Email Id: [email protected] |Website: www.banasfinance.comDear Shareholder(s),This is to inform you that the company is in process of updation of records of the shareholders in order to reduce the physicaldocumentation as far as possible.With new BSE listing agreement, it is mandatory for all the investors including transferors to complete their KYC information.Hence, we have to update your PAN No., phone no. and e-mail id in our records. We would also like to update your currentsignature records in our system.To achieve this we solicit your co-operation in providing the following details to us :1. If you are holding the shares in dematerialized form you may update all your records with your DepositoryParticipant (DP).2. If you are holding shares in physical form, you may provide the following :Folio No. :Pan No. :E-mail ID :Telephone No. :Name and Signatures : i.ii.iii.

By Order of the Board

Sd/-Girraj Kishor AgrawalDirectorDIN: 00290959



DETAILS OF THE DIRECTOR SEEKING APPOINTMENT/ REAPPOINTMENTAT THE FORTHCOMINGANNUAL GENERAL MEETING (IN PURSUANCE OF Regulation 36(3) of the Listing Regulation)

Sr.No.

Name of theDirectors

Ms. Swati Shinde Mr. Girraj Kishor Agrawal Mr. HardikkumarBharatbhai Kabariya1 Date of Birth 12/10/1992 19/05/1694 16/08/19932 Age 23 years 52 years 22 years3 Date of Appointment 22/09/2015 02/06/2010 30/05/20164 PAN DTYPS0220Q AABPA4928N CWAPK3102K5 DIN 07286912 00290959 075662406 No. of Equity sharesheld in the company(as on 31.03.2016) 0 0 0

7 Qualifications Commerce Graduate B.Com, CA Commerce Graduate8 Brief Profile Ms. Swati Shinde is aCommerce graduate sheposses good knowledge,skill, and ability requiredto lead as the companyHuman Resources andExcellent interpersonaland coaching skills,Demonstrated ability tolead and develop HumanResources staff members.

He is a Chartered Accountantand the navigator who drove theCompany from a modestconsultancy company to a wellrenowned and prominentCompany. His vast experience isbacked by astute and dynamicleadership qualities. He hasexpertise in Taxation, CorporateLaws and Merchant Banking. Hehas wide and vast experience inCorporate Finance like ICD’s, BillDiscounting, Project financing,Hire-Purchase, finance, andinvestment banking as he hadbeen instrumental in syndicatingsuch services to the clients . Hewas also associated in providingTechnical and ProjectConsultancy to somecompanies for setting up theplant.

Mr. HardikkumarBharatbhai Kabariya is aCommerce graduate heposses good knowledge,skill, and ability required tolead as the companyHuman Resources andExcellent interpersonal andcoaching skills,Demonstrated ability tolead and develop HumanResources staff members

9 List of otherDirectorships(excluding ForeignCompany)1. Axon Ventures Limited2. Tilak Ventures Limited3. Rockon EnterprisesLimited4. Five X TradecomLimited

1. Handful Investrade Pvt Ltd2. Agrawal Bullion Ltd3. Rockon Capital Market Pvt Ltd4. Kayaguru Capital Market PvtLtd5. Axon Finance Limited6. Tilak Finance Limited

1. Axon Ventures Limited2. Tilak Ventures Limited3.Rockon EnterprisesLimited4. Five X Tradecom Limited5.Proaim EnterprisesLimited10 Membership/Chairmanship of otherPublic Companies(includes only AuditCommittee andStakeholderRelationshipCommittee

Membership of audit andStakeholder committee ofthe following companies:1. Axon Ventures Ltd2. Rockon EnterprisesLtd3. Tilak Ventures Ltd4. Five X Tradecom LtdChairmanship of auditand Stakeholdercommittee of thefollowing companies:5. Tilak Ventures Ltd6. Five X Tradecom Ltd

1. Membership of Audit andStakeholder RelationshipCommittee of Tilak Ventures Ltd Nil

11 Relationships, if anybetween Directors,interest. No No No



ToThe Members of,Banas Finance LimitedYour Directors have pleasure in presenting the 33rd Annual Report along with the Audited Accounts for the financial yearended March 31, 2016.FINANCIAL RESULTS:Summary of the Company’s financial performance for F.Y. 2015-2016 as compared to the previous financial year is givenbelow: (Figures in Lacs)

Particulars F.Y. 2015 – 2016 F.Y. 2014 – 2015Total Revenue 809.29 745.60Profit before Dep. & Int. (215.87) (39.52)Depreciation - 2.11Interest 100.69 76.68Profit after Depreciation & Interest (316.57) (39.27)Provision for Taxation - -Provison for Tax (deferred) 0.18 0.32Provision for Taxation for earlier year (13.00) (150.00)Profit/ Loss after Tax (329.75) (191.04)Balance carried to Balance Sheet (329.75) (191.04)HIGHLIGHTS:The company is mainly engaged into business of and Finance and Investment. During the year under review Companys’ totalincome has increased to Rs. 809.29/- Lacs from Rs. 745.60/- Lacs as compared to previous financial year measuring 8.54%.The growth performance for financial year 2015-16 was affected by global economic and financial challenges all around theworld including India. Henceforth every sector and company’s performance and profitability suffered. The company hasincurred net loss of Rs. 329.75 Lacs during the year as compared to 191.10 net losses in previous year. The main reason forincurring such huge loss is mainly due to high administrative expenses during the year.The management of the Company hereby very optimistic regarding performance of the Company in future and taking everysteps and making every efforts to turn the Company in to profitable organizationDIVIDEND:During the year, the company incurred losses; your directors have not recommended any dividend on Equity Shares for theyear under review.DEPOSITS:Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 readtogether with the companies (Acceptance of Deposits) Rules, 2014.AMOUNTS TO BE TRANSFERRED TO RESERVESIn the view of continuous losses no fund was transferred to General Reserve and Statutory Reserves as per provision ofSection 45 (i)(c) of the Reserve Bank of India Act, 1934.BOARD OF DIRECTORS:The Composition of the Board during the year as per the provisions of Regulation 17(1) of listing regulation read with theCompanies Act, 2013. During the period under review,On the recommendation of Nomination and Remuneration Committee, your Board inducted Ms. Swati Shinde and Mr.Hardikkumar Bharatbhai Kabariya as an Additional Directors of the Company in the category of Independent Director with

BOARD OF DIRECTORS REPORT



effect from 22/09/2015 and 30/05/2016 respectively in order to comply with the requirement of Section 149(1) of theCompanies Act, 2013. In terms of Section 161 of the Companies Act, 2013 they will hold office up to the date of the ensuingAnnual General Meeting. The Company has received a notice in writing along with deposit pursuant to Section 160 ofCompanies Act, 2013, proposing the appointment of Ms. Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariya, Directors ofthe Company. Your Board has recommended the appointment of Ms. Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariyaas Independent Directors of the Company for a period of five consecutive years up to the fifth consecutive Annual GeneralMeeting of the Company, not liable to retire by rotation.During the year Pursuant to Section 152 of the Companies Act, 2013 Mr. Girraj Kishor Agrawal, Director, retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended hisre-appointment.During the year Mr. Dauji Laddoo Chaturvedi had resigned from the post of Directorship w.e.f. 29/05/2015 and Mr. GirrajKishor Agrawal resigned as a Chief Financial officer of the Company w.e.f 10/02/2016. The Board appreciate the contributionmade by them.Ms. Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariya have given declarations that they continues to meet the criteriaof independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars ofDirectors proposed for appointment/re–appointment has been given in the notice of annual general meeting.DIRECTORS’ RESPONSIBILITY STATEMENT:In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the informationprovided by management, your Directors’ state that:a) In the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accountingstandards have been followed.b) Directors have selected such Accounting policies applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the State of affairs of the corporation as at the end of March31, 2016 and of the profit of the Company for the year ended on that date.c) Director have taken Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.d) Directors have prepared the annual accounts on a ‘going concern’ basis;.e) Director have laid down internal financial controls commensurate with the size of the Company and that such financialcontrols were adequate and were operating effectively.f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.DECLARATION OF INDEPENDENCE BY DIRECTORS:The Independent Non-executive Directors of the Company, viz. Mr. Ashwin Jayantilal Shah, Ms. Seema Nirmalsingh Sidhu, Ms.Swati Shinde and Mr. Hardikkumar Bharatbhai Kabariya have affirmed that they continue to meet all the requirementsspecified under Regulation16(1)(b)of the listing regulations in respect of their position as an “Independent Director” of BanasFinance Limited.POLICIES ON DIRECTORS’ APPOINTMENT AND REMUNERATION:The Company adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there underand SEBI regulations for the Appointment and remuneration of the Directors of the Company.The policies of the Company on Directors’ appointment and remuneration including criteria for determining qualifications,positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act isappended as Annexure I to this Report.



MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCEAND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the performance evaluation of the Independent Directors was completed.The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluation process.Evaluation of the Board: The Board as a whole was evaluated on various parameters like Board Composition & Quality,Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directorsformed an opinion that performance of Board as a whole has been outstanding.Evaluation of the Committees: The Audit Committee, Stakeholders Relationship Committee and Nomination andRemuneration Committee were evaluated on following parameters: Whether the composition of the Committee is in compliance with the legal requirement; Whether Committee takes effective and proactive measures to perform its functions; Committee meetings are conducted in a manner that encourages open communication and meaningful participation of itsmembers; Committee meetings have been organized properly; Adequacy on the frequency of the Committee meetings ; Committee periodically reports to the Board along with its suggestions and recommendations.Evaluation of the Directors individually: Mr. Amit Gulecha Managing Director was evaluated on various points related toPersonal Qualities and adherence to Code of Conduct etc.Independent Directors: Mr. Ashwin Jayantilal Shah, Ms. Seema Nirmalsingh Sidhu, Ms. Swati Shinde and Mr. HardikkumarBharatbhai Kabariya were evaluated on parameters like Director’s contributions at Board meetings, willingness to devotetime and effort to understand the Company ,ability to understand governance, regulatory, fiduciary and ethical requirementsof the Board / Committee, adherence to Code of Conduct and whether the Independent Director is able to bring independentjudgment during board deliberations on performance.STATUTORY AUDITORS:M/s. Pravin Chandak & Associates, Chartered Accountants having Registration No. 116627W, who are Statutory Auditors ofthe Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit theaccounts of the Company for the Financial Year 2016-17. As required under the provisions of Section 139 of the CompaniesAct, 2013, the Company has obtained written confirmation from M/s. Pravin Chandak & Associates, that their appointment, ifmade, would be in conformity with the limits specified in the said Section.AUDITORS REPORT:Observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments underSection 134 (1) of the Companies Act, 2013.COMMENTS ON OBSERVATION MADE BY STATUTORY AUDITORS:M/s. Pravin Chandak and Associates, Practicing Chartered Accountant, in his Independent Auditor Report for financial year2015-16 have drawn the attention of the management on some Prudential Norms of NBFC, which have been marked asqualification in his report. In connection with the same management here with give the explanation for the same as follows:The Management is of having view that that the Company is Small NBFC, as compared to other giants in the market. Companyhad not accepted any deposits from public. The Company is doing business out of its own fund. The Company operates itsbusiness with at most care and diligence. As far as making of Loan and Advances are concerned, management grants demandloan only either to the parties known to the Company or by reference which are governed by the Board policies.In some cases Loan Agreements or some KYC were not maintained. However considering the close monitoring of Board, noappraisal, renewal, policies and procedure, has been prescribed therefore and Directors are of a view that the Company hasmaintained all basic and necessary documents, but according to the auditor the documents are not appropriate/enough. TheCompany is continuously making efforts to make KYC documents in line with auditor's directions, for all future loanagreement and contracts to be entered.



The Loans and Advances granted by the Company is considered as good and recoverable and do not required any provisionsand same has been closely supervised and monitored on regular basis and proper internal audit and internal control is inplace.The management of the Company is quite confident that there is/was no NPA. The Company grants unsecured loan either tothe parties to whom Company knows personally or to the parties, whose reference has been received from, some parties withwhom Company has already done the business. Though the repayment of the loan and interest there on might have beendelayed some time by the parties, but Company do receive the payment on later date.As far as contingent liability of Rs. 8,81,64,280/- u/s 147 of Income Tax Act, 1961 is concered, It is a matter of fact that thedemand was raised by the jurisdictional assessing officer u/s 147 read with section 143(3) of the Income Tax Act, 1961 forincome escaping assessment conducted by the Income Tax Authorities for the Assessment Year 2007-08. However thecontigent liability for the same is not provided as the management feels that the demand raised is likely to be either deleted orsubstantially reduced as the company has filed appeal in response to the demand raised by the Assessing Officer.As far as appropriateness of internal control system is concerned, management is having views that the company has effectiveand sufficient internal control system in place for granting loans and over purchase and sales. The management grantsdemand loan only either to the parties known to the Company or by references which are governed by the Board policies. TheLoan and Advances granted by the Company is cosidered as good and recoverable and do not required any significantprovisions and same has been closely supervised and monitered on regular basis therefore no appraisal, renewal, Policies,procedures, committee or documents have been prescribed and executed. It’s difficult to establish any standard or fixed policyand procedure for granting loans, as it depends upon emergency of funds and other requirements of the clients.SECRETARIAL AUDIT:Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, the Company has appointed M/s. P.D. Pandya & Associates, Company Secretary in Practiceto conduct the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report as received from M/s. P.D. Pandya& Associates is appended to this Report as Annexure II.

COMMENTS ON OBSERVATION AND QUALIFICATION MADE BY SECREATARIRAL AUDITORS:M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2015-16have drawn the attention of the management on some the non-compliances, which have been marked as qualification in hisreport. In connection with the same management herewith give the explanation for the same as follows:Further, inadvertantly in some instatnce company failed to file form MGT-10 with ROC with respect to change in shareholdingmore than 2% of promoter and top 10 shareholders. However Company has filed the said form for every changes made forpromoters holding. The Company ensures that in future same mistake would not be repeated.The Company is not registered under Maharashtra State Tax on Professions, Trades, callings and Employments Tax, Act 1975(Profession Tax Act). The Company will soon obtain valid Profession Tax number and will comply the same in future.As far as provisions of prudential norms issued by Reserve Bank of India for Non-Banking Financial (Non - Deposit Acceptingor Holding) and maintenance of Know Your Customer' (KYC) is concerned explanation is already given above.NUMBER OF MEETINGS OF THE BOARD:The details of the number of meetings of the Board held during the Financial Year 2015-16 forms part of the CorporateGovernance Report.COMMITTEES OF THE BOARD:The Board of Directors has the following Committees:1. Audit Committee2. Nomination and Remuneration Committee3. Stakeholders’ Relationship CommitteeThe details of the Committees along with their composition, number of meetings and attendance at the meetings are providedin the Corporate Governance Report.



SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status ofthe Company and its future operations.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2015-16, till the date of this report. Further there was no change in the nature of business of the Company.SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:During the year, no company has become or ceased to be a subsidiary, joint venture or associate of the Company.REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:The Company is committed to maintain the highest standards of Corporate Governance and adhere to the CorporateGovernance requirements set out by SEBI.In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance,along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and formspart of the Annual Report.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2are appended as Annexure III.

EXTRACT OF ANNUAL RETURN:Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies(Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Reportas Annexure IV.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report asAnnexure V.

POSTAL BALLOT:No postal ballot was held during the year 2015-2016.RISK MANAGEMENT AND INTERNAL CONTROLS:The Company has the risk management and internal control framework in place commensurate with the size of the Company.However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereofare discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.Significant and Material Orders Passed by the Regulators or Courts or Tribunals:During the year under report, there were no significant material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status and Company’s operations in future.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 aregiven in the notes to Financial Statements.



CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:The Company, being a non–banking finance company (NBFC), does not have any manufacturing activity. The directors,therefore, have nothing to report on ‘conservation of energy and technology absorption’.MEMBER OF CREDIT RATING AGENCY:During the year under review your company has taken the membership from Crif High Mark Credit Information Services Pvt.Ltd., Equifax Credit Information Services Pvt Ltd and Experian Credit Information Company of India Pvt. Ltd.FOREIGN EXCHANGE:There is no inflow and outflow of Foreign Exchange.LISTING OF SHARES:Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listingfees for the year 2015 – 2016. The Company has executed a new listing agreement with the Bombay Stock Exchange Pursuantto SEBI (LODR) Regulations 2015,VIGIL MECHANISM/WHISTLE BLOWER POLICY:The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring tothe attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using themechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on company’s website atwww.banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdfDuring the financial year 2015-16, no cases under this mechanism were reported in the Company and any of its subsidiaries/associates.POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013.During the financial year 2015-16, no cases in the nature of sexual harassment were reported at any workplace of thecompany.CEO AND CFO CERTIFICATION:The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B ofSchedule II of the SEBI(LODR) Regulation,2015 have been appended to this report in Annexure VI.

ACKNOWLEDGEMENT:The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers,suppliers and employees of Companies for extending support during the yearFOR & ON BEHALF OF THE BOARD

Sd/- Sd/-Seema Sidhu Girraj Kishor Agrawal(Director) (Director)

Place: MumbaiDate: 13/08/2016



POLICY ON SELECTION & APPOINTMENT OF DIRECTORSObjective:Pursuant to the provisions of Section 178 of the Companies Act, 2013 (the Act), the Nomination and Remuneration Committeeof a company is required formulate the criteria for determining the qualifications, positive attributes and independence of adirector proposed to be appointed as a director on the board of the company. This Policy document records the criteria forselection and appointment of directors on the Board of the Company.Scope:This Policy is applicable to selection and appointment of directors on the Board of the Company.Criteria for selection of Directors:The Nomination and Remuneration Committee (‘the Committee’) of the Board of the Company to keep the following criteria inmind while assessing the suitability of an individual as a director on the Board of the Company:a) Demonstration of independence, integrity, high personal and professional ethics;b) Ability and willingness to commit sufficient time to the responsibilities as a Board member;c) Understanding of the Company’s/Group’s business and related industry;d) General understanding of marketing, finance, and other disciplines relevant to the business of the Company/ Group;Educational and professional background – professional qualification and/or experience of having run a business atsenior management and decision making level;e) Age giving sufficient experience as well as length of service available;f) Ability to assessment the conflict of interest, if any;g) Personal accomplishments and ability to influence decisions.The above are the broad parameters for assessing the candidate’s suitability. The Committee has the discretion to applyadditional or different criteria as it may deem fit. The Committee shall assist the Board in ensuring Board nomination processwith the diversity of gender, thought, experience, knowledge and perspective in the Board.The Committee may also consider the contributions that a board candidate can be expected to make to the collectivefunctioning of the Board based upon the totality of the candidate’s credentials, experience and expertise, the composition ofthe Board at the time, and other relevant circumstances. The Committee will also keep in mind regulatory requirements inthis regard.An Independent Director can hold office for a term up to five consecutive years on the Board of the Company and he is eligiblefor re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’sreport.No Independent Director can hold office for more than two consecutive terms of five years, but such Independent Director iseligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not, during the said period of three years, be appointed in or be associated with the Company inany other capacity, either directly or indirectly.The Company may appoint or re-appoint any person as the Managing Director and/or Whole-time Director for a term notexceeding five years at a time. Further, they shall not be reappointed earlier than one year before the expiry of their term.Persons to be considered for appointment as directors are selected by the Nomination and Remuneration Committee inaccordance with the policies and principles above and under the Act and the Listing Agreement. The invitation to join theBoard may be extended by the Chairman of the Board.REMUNERATION POLICY

Introduction:This Remuneration Policy (Policy) of Banas Finance Limited has been formulated for its directors, key managerial personneland other employees keeping in view the following objectives:

ANNEXURE- I



1. Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, torun the company successfully.2. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.3. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the company and its goals.4. The Policy is in compliance with Section 178(3) and Section 178(4) of the Companies Act, 2013 and Regulation 19(4) readwith Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (the “Listing Regulations”).Scope of policy:The Policy applies to all directors, key managerial personnel and other employees.Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee (NRC), shall review and approve theremuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders. The Board, on the recommendation of the NRC Committee, shall also review and approve the remuneration payable to theother Key Managerial Personnel of the Company. The remuneration structure of the Executive Directors and other Key Managerial Personnel shall include the followingcomponents:

a. Total Fixed Cost: This includes base salary, other allowances, perquisites and retirement benefits.b. Variable Cost: This includes incentives / performance bonus linked to Company and individual performance.c. The sum total of the Total Fixed Cost and Variable Cost is called the Cost to Company in the remuneration package.Remuneration to Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and theCommittees thereof.Remuneration to other employees shall be assigned grades according to their qualifications and work experience,competencies as well as their roles and responsibilities in the organization, Individual remuneration shall be determinedwithin the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience andprevailing remuneration levels for equivalent jobs.Remuneration is annually reviewed for the Key Managerial Personnel and other employees who are eligible for compensationreview keeping in view the remuneration objectives.



FORM MR-3SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2016[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 09 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Member,BANAS FINANCE LTDE-109, Crystal Plaza, New Link Road,Andheri (West), Mumbai -400053I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by BANAS FINANCE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other recordsmaintained by the company and also the information provided by the Company, its officers, agents and authorisedrepresentatives during the conduct of secretarial audit, I hereby report that in our opinion, the Company has , during the auditperiod covering the financial year ended on March 31, 2016 complied with the Statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject tothe extent, in the manner and subject to the reporting made hereinafter.I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company forthe financial year ended on March 31, 2016 according to the provisions of;1. The Companies Act, 2013 (the Act) and the rules made there under;2. The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under;3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of ForeignDirect Investment and Overseas Direct Investment;5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India , 1992 (‘SEBIAct’);(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (upto 14th May2015) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (effective15th May 2015);(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 –Not applicable as the company has not issued any shares during the year under review;(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines , 1999 - Not applicable as the Company has not issued any shares/options todirectors/employees under the said guidelines / regulations during the year under review;(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Notapplicable as the Company has not issued any debt securities which were listed during the year under review;(f) The Securities and Exchange Board of India ( Registration to an Issue and Share Transfers Agents) Regulations,1993 – Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during theyear under review;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as theCompany has not delisted / propose to delist its equity shares from any Stock Exchange during the year underreview;(h) The Securities and Exchange Board of India (Buyback of Securities ) Regulations, 1998 - Not applicable Notapplicable as the Company has not bought back or propose to buy-back any of its securities during the year underreview;6. Having regards to the compliance system prevailing in the Company and on examination of the relevant documentsand records in pursuance thereof on test-check basis, the following laws are also applicable on company;

Annexure- II



i. Circulars, Directions and Notification issued under Reserve Bank of India Act in relation to Non-BankingFinancial (Non - Deposit Accepting or Holding) Companies which include any statutory revisions,modifications etc;ii. Maharashtra state Tax on Professions, Trades, Callings and Employments Act 1975;iii. The Equal Remuneration Act, 1976;I have also examined compliance with the applicable clause of the following;I. The Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2)issued by The Institute of Company Secretaries of India.II. The Listing Agreements entered into by the Company with BSE & NSE and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (effective 1st December, 2015.During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above except the followings:I. Company have not paid Professional Tax for employees employed under Maharashtra state Tax on Professions, Trades,

Callings and Employments Act 1975

II. As per section 93 of the Act Company needed to file Form MGT-10 for every change in shareholding of Promoters andTop Ten Shareholders up to 2% limit but company has inadvertently failed to file form for some changes in mentionedholding.

III. Company has not followed some of the provisions of prudential norms issued by Reserve Bank of India for Non-BankingFinancial (Non - Deposit Accepting or Holding) Companies which also including any statutory modification andamendment from time to time;

IV. Some of the provision of Know Your Customer' (KYC) Guidelines issued by Reserve Bank of India from time to time is notproperly followed by the company.

I further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda weresent at least seven days in advance, and a system exists for seeking and obtaining further information andclarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through, while the dissenting members’ views, if any, are captured and recorded as partof the minutes.I further report that there are adequate systems and processes in the Company, commensurate with the size and operations ofthe Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report.Place: Mumbai For P D Pandya & Associates

Date: 13/08/2016 Practicing Company SecretaryC P No.: 4869

Sd/-(P D Pandya)ProprietorACS No. 12123



Annexure to the Secretarial Audit Report:

To,The Member,BANAS FINANCE LIMITEDE-109, Crystal Plaza, New Link Road,Andheri (West), Mumbai -400053Our report of even date is to be read along with this letter.Management’s Responsibility1. It is the Responsibility of Management of the Company to maintain Secretarial records, device proper systems toensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems areadequate and operate effectively.Auditor’s Responsibility2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on the test basis to ensure thatcorrect facts are reflected in Secretarial records. I believe that the processes and practices, I followed provide areasonable basis for our opinion.3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.4. Where ever required, I have obtained the Management representation about compliance of laws, rules andregulations and happenings of events etc.5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of the management. Our examination was limited to the verification of procedures on test basis.Disclaimer6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy oreffectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai For P D Pandya & Associates

Date: 13/08/2016 Practicing Company SecretaryC P No.: 4869

Sd/-(P D Pandya)ProprietorACS No. 12123



FORM AOC-2RELATED PARTY TRANSACTION

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Ofthe Companies (Accounts) Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Act including certain arm’s length transactions under third proviso thereto:

1) Details of material contracts or arrangements or transactions not at arm’s length basis: None of the transactionswith related parties fall in this category. - None

2) Details of contracts or arrangement or transactions at arm’s length basis:

Name of Related Partyand nature oftransactions

Nature ofcontract

/arrangement/transactions

Duration ofthe contract /arrangement/transactions

Nature ofRelationship

Date(s) ofapproval by the

Board

Amounts

M/s. Five X Tradecom Ltd Short termBorrowings On going Group Company 04-04-2015 48,20,000/-

M/s. Agrawal BullionLimited 3,40,614 sharesof ABL wereallotted onRights basis On going Group Company -- 2,55,46,050/-

Mr. Girraj Kishor Agrawal Reimbursementof ROC Fee On going Promoter andDirector -- 6,600/-

FOR & ON BEHALF OF THE BOARD



Annexure- III



MGT-9EXTRACT OF ANNUAL RETURN[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I REGISTRATION & OTHER DETAILS:i CIN L65910MH1983PLC030142ii Registration Date 06/06/1983iii Name of the Company BANAS FINANCE LTD

iv Category/Sub-category of the Company Company Limited by Shares/ Indian Non-Government Companyv Address of the Registered office & contactdetails E-109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri(West), Mumbai – 400053Tel-022-61522225 / 61522221E-Mail- [email protected] Whether listed company Yesvii Name, Address & contact details of theRegistrar & Transfer Agent, if any. M/s. Purva Share Registry (India) Pvt. Ltd,9 Shiv Shakti Industrial Estate, J R Boricha Marg, Opp. KasturbaHosp., Lower Parel (E), Mumbai – 400011Tel: 022 – 23016761 / 23018261E-Mail- [email protected]

IV. SHARE HOLDING PATTERN (Equity Share capital Breakup as percentage of Total Equity)A) Category-wise ShareHolding No. of Shares held at the beginning ofthe year (As on 1st April, 2015)

No. of Shares held at the end of the year(As on 31st March, 2016)

%chang

eduring

theyear

Demat Physical Total % ofTotal

Shares

Demat Physical

Total % ofTotal

Shares

A. Promoters(1) Indiana) Individual/HUF 0 0 0 0 0 0 0 0 0b) Central Govt 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0d) Bodies Corp. 14500000 0 1450000 12.75 14500000 0 14500000 12.75 0e) Bank/FI 0 0 0 0 0 0 0 0 0f) Any other 0 0 0 0 0 0 0 0 0

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be statedSl.No.

Name & Description of mainproducts/services

NIC Code of theProduct /service

% to total turnoverof the company1 Finance and Share Trading 64990 100%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sl.No

Name & Address of the Company CIN/GLN Holding / Subsidiary/ Associate

% ofShares

Held

ApplicableSection

1 None - - - -

Annexure- IV



Subtotal(A)(1): 14500000 0 1450000 12.75 14500000 0 14500000 12.75 0(2) Foreigna) NRIs Individuals 0 0 0 0 0 0 0 0 0b) Other Individual 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0e) Any other… 0 0 0 0 0 0 0 0 0Subtotal(A)(2): 0 0 0 0 0 0 0 0 0Total Shareholding ofPromoter (A)=(A)(1)+(A)(2)

14500000 0 1450000 12.75 14500000 0 14500000 12.75 0

B. Public Shareholding

(1) Institutionsa) Mutual Funds/UTI 0 0 0 0 0 0 0 0 0b) Banks/FI 0 0 0 0 0 0 0 0 0C) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Funds 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h)Foreign VentureCapital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0Subtotal(B)(1): 0 0 0 0 0 0 0 0 0(2) Non InstitutionsA) Bodies Corp.i) Indian 23845129 0 23845129 20.96 27900871 0 27900871 24.53 3.57ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individualshareholders holdingnominal share capitalupto Rs.1 lakh 6473923 425500 6899423 6.06 6775530 425500 7201030 6.33 0.27ii) Individualsshareholders holdingnominal share capital inexcess of Rs.1 lakhs 58553376 8485096 67038472 58.93 54149250 8485096 62634346 55.06 -3.87c) Others (specify) 0 0 0 0 0 0 0 0 0Clearing Members 92359 0 92359 0.08 202584 0 202584 0.18 0.1HUF 1368201 0 1368201 1.2 1296009 0 1296009 1.14 -0.06NRI 16416 0 16416 0.01 25160 0 25160 0.02 0.01Subtotal(B)(2): 90349404 8910596 99260000 87.25 90349404 8910596 99260000 87.25 0.00Total PublicShareholding(B)= (B)(1)+(B)(2)

90349404 8910596 99260000 87.25 90349404 8910596 99260000 87.25 0.00

C. Shares held byCustodian for GDRs &ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 104849404 8910596 113760000 100.00 104849404 8910596 113760000 100 0.00B) SHARE HOLDING OF PROMOTERSSl.No. Shareholders Name

Shareholding at thebeginning of the year

31/03/2015

Shareholding at theend of the year

31/03/2016 %change

in shareholdingduring

the year

No. ofShares

% oftotal

sharesof the

company

% ofshares

pledgedencumbered to total

shares

No. ofShares

% oftotal

sharesof the

company

% ofshares

pledgedencumbered to total

shares1 Handful Investrade Pvt Ltd 14500000 12.75 0.00 14500000 12.75 0.00 0.00



C) CHANGE IN PROMOTERS’ SHAREHOLDING AS ON THE F.Y. ENDED ON 31/03/2016Sr.No.

Shareholder’s Name Shareholding Date Increase/Decrease

inShare

holding

Reason CumulativeShareholding

during theyear

(01-04-15 to31-03-16)

% of totalSharesof the

CompanyNo. of

Shares at thebeginning

(01-04-15 to31-03-16)

% of totalSharesof the

CompanyNo. of

Shares

1 Handful InvestradePvt Ltd 14500000 12.75 - - - 14500000 12.75D) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS

OF GDRS & ADRS)

SINo. Name

Share Holding at thebeginning/transactions during

the year 2015-16

Cumulative Shareholding atthe end of the year 31st

March, 2016

No. of Shares% of Total

Shares of theCompany

No. of Shares

% change inshare holding

during theyear

1 Chandrakant Babu MohiteOpening Balance 8485096 7.46 - -Transactions during the year ended31/03/2016 - - - -Closing Balance - - 8485096 7.462 Niraj Jayantilal VoraOpening Balance 4970011 4.37 - -Transactions during the year ended31/03/2016 412702 0.36 - -(382713) (0.34) - -Closing Balance - - 5000000 4.43 Raju Devi Sharwan AgarwalOpening Balance 4386140 3.86 - -Transactions during the year ended31/03/2016 - - - -Closing Balance - - 4386140 3.864

Girish Rajkumar GoelOpening Balance 3207583 2.82 - -Transactions during the year ended31/03/2016 - -Closing Balance - - 3207583 2.825 Prashant Shashikant SawantOpening Balance 3067703 2.7 - -Transactions during the year ended31/03/2016 4000 - -Closing Balance - - 3071703 2.76 Hanumanta Gangaram ThombreOpening Balance 2907107 2.56 - -



V. INDEBTEDNESSINDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING / ACCRUED BUT NOT DUE FOR PAYMENTParticulars Secured Loans

excludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount - 11,16,99,100 - 11,16,99,100ii) Interest due but not paid - 28,57,688.03 - 28,57,688.03iii) Interest accrued but not due - - - -Total (i+ii+iii) - 11,45,56,788.03 - 11,45,56,788.03Change in Indebtedness during the financial year* Addition - 27,82,42,445.38 - 27,82,42,445.38* Reduction - 19,08,88,015.39 - 19,08,88,015.39Net Change - 8,73,54,429.99 - 8,73,54,429.99

Transactions during the year ended31/03/2016 (2907107) (2.56) - -Closing Balance - - 0 07

Destimoney Securities Private LimitedOpening Balance 2776300 2.44 - -Transactions during the year ended31/03/2016 - - - -Closing Balance - - 2776300 2.448

Wakil Rajbhar 2695909 2.37 - -Opening Balance - -Transactions during the year ended31/03/2016 - -Closing Balance - - 2695909 2.379

Shyam Laxman PedamkarOpening Balance 2308035 2.03 - -Transactions during the year ended31/03/2016 (50) 0 - -Closing Balance - - 2307985 2.0310

Sumangalam Financial Advisory PrivateLtdOpening Balance 2181792 1.92 - -Transactions during the year ended31/03/2016 100000 0.09 - -Closing Balance - - 2281792 2.01

E) SHAREHOLDING PATTERN OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr.No. Name of Director/KMP and Designation

Shareholding at the beginningof the year

Cumulative Shareholdingduring the Year

No. ofShares

% of totalshares of the

Company

No. ofShares

% of totalshares of the

Company1 Amit Gulecha(Managing Director) 68,815 0.06 68,815 0.06



Indebtedness at the end of the financial yeari) Principal Amount - 19,79,00,202.02 - 19,79,00,202.02ii) Interest due but not paid - 40,11,021 - 40,11,021iii) Interest accrued but not due - - - -Total (i+ii+iii) - 20,19,11,218.02 - 20,19,11,218.02

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr.No.

Particulars of Remuneration Name of MD/WTD/Manager

TotalAmount

A. Remuneration to Managing Director, Whole Time Directors and/orManager:

Mr. Amit Gulecha(Managing Director)1. Gross salary Nil Nil(a) Salary as per provisions contained in section 17(1) of the Income taxAct, 1961 - -

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 - -(c) Profits in lieu of salary u/s 17(3) of the Income tax Act, 1961 - -2 Stock Option - -3 Sweat Equity - -4 Commission - -as % of profit - -Others, specify… - -5 Others, please specify - - -Total (A) Nil NilCeiling as per the Act N.A. N.A.

B. REMUNERATION TO OTHER DIRECTORS

Sr.No.

Particulars ofRemuneration

Name of Directors TotalAmount(Rs. InLacs)

Mr. AshwinShah

Ms. SeemaSidhu

Ms. SwatiShinde

Mr.Hardikkumar

Kabariya

Mr. GirrajKishor

Agrawal1 Independent Directors(a) Fee for attendingboard committeemeetings - - 13,800/- - - -

(b) Commission - - - - - -(c)Others, pleasespecify - - - - - -Total (1) Nil Nil 13,800/- Nil Nil Nil

2 Other Non Executive Directors(a) Fee for attendingboard committeemeetings - - - - - -(b) Commission - - - - - -(c)Others pleasespecify. - - - - - -Total (2) Nil Nil Nil Nil Nil NilTotal ManagerialRemuneration Total(B)=(1+2)

Nil Nil 13,800/- Nil Nil Nil



Overall Ceiling as perthe Act.

N.AC. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.No. Particulars of Remuneration

Key Managerial Personnel

TotalCFOGirraj Kishor

Agrawal*

CSPrajna Naik@1 Gross Salary - 2,78,213 2,78,213(a) Salary as per provisions contained in section 17(1) ofthe Income Tax. 1961. - - -(b) Value of perquisites u/s 17(2) of the Income tax Act,1961 - - -(c ) Profits in lieu of salary under section 17(3) of theIncome Tax Act, 1961 - - -

2 Stock option - - -3 Sweat Equity - - -4 Commission - - --as % of profit - - --others (specify) - - -5 Others, please specify - - -

Total - 2,78,213 2,78,213

Ceiling as per the Act N.A N.A -* Resigned from the post of CFO w.e.f. 10/02/2016 | Resigned from the post of CFO w.e.f. 22/03/2016VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of theCompanies

Act

BriefDescription

Details ofPenalty/

Punishment/Compoundingfees imposed

Authority(RD/NCLT/Court)

Appeal madeif any (give

details)

A. COMPANYPenalty - - - - -Punishment - - - - -Compounding - - - - -B. DIRECTORSPenalty - - - - -Punishment - - - - -Compounding - - - - -C. OTHER OFFICERS IN DEFAULTPenalty - - - - -Punishment - - - - -Compounding - - - - -

FOR & ON BEHALF OF THE BOARD





PARTICULARS OF EMPLOYEES AND RELATED INFORMATIONInformation as per Rule 5(1) of the companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financialyear 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for thefinancial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

All appointments are / were non-contractual. Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit,House Rent Allowance, Perquisites and Remuneration on Cash basis There were 6 employees on the rolls of Company as on March 31, 2016. None of the Director has received any remuneration apart from setting fees during the year.

Sr.No

Name of Director/KMP RemunerationReceived

(Rs. )

% increase inRemuneration

in theFinancial year

2015-16

Ratio ofremuneration

of eachDirector & KMP to

medianremuneration of

employees1 Shri Amit Gulecha(Managing Director) Nil Nil Nil2 Shri Girraj Kishor Agrawal(Director & Chief Financial Officer) Nil Nil Nil3 Shri Ashwin Jayantilal Shah(Director) Nil Nil Nil4 Smt. Seema Nirmal Singh Sidhu(Non-Executive Independent Director) Nil Nil Nil5 Shri Jatinkumar Chintamani Agarrwal(Non-Executive Independent Director) Nil Nil Nil6 Ms. Swati Digambar Shinde(Non-Executive Independent Director) Nil Nil Nil7 Shri Dauji Chaturvedi(Director) Nil Nil Nil8 Ms. Prajna Naik(Company Secretary) 2,78,213 Nil 1.40

ANNEXURE- V



CEO / CFO Certification

To the Members ofBanas Finance LimitedI undersigned, in our respective capacities as Director and former Chief Financial Officer of Banas Finance Limited (“theCompany”) to the best of our knowledge and belief certify that:a. We have reviewed financial statements and the cash flow statement for the year ended 31st March 2016 and that to thebest of our knowledge and belief; we state that:i. These statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading;ii. These statements together present a true and fair view of the listed entity affairs and are in compliance with existingaccounting standards, applicable laws and regulations.b. We further state that to the best of our knowledge and belief, no transactions entered into by the company during theyear, which are fraudulent, illegal or violation of the Company’s Code of Conduct.c. We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluatedthe effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and havedisclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, ofwhich we are aware and the steps we have taken or propose to take to rectify these deficiencies.d. We have indicated to the Auditors and the Audit Committee:i. Significant changes, if any, in internal control over financial reporting during the year;ii. Significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notesto the financial statements; andiii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the Company’s internal control system over financialreporting.For Banas Finance Limited

Sd/-Girraj Kishor Agrawal(Director)Dated: 13th August, 2016

DECLARATION ON COMPLIANCE OF CODE OF CONDUCT OF BOD & SENIOR MANAGEMENT

D E C L A R A T I O N SCompliance with the Code of Business Conduct and Ethics As provided under Regulation 26 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, all Board Members and Senior Management Personnel haveaffirmed compliance with Banas Finance Limited Code of Business Conduct and Ethics for the year ended March 31, 2016.For Banas Finance Limited

Sd/-Girraj Kishor Agrawal(Director)Dated: 13th August, 2016

ANNEXURE- VI



AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE

To the Members ofBanas Finance LimitedWe have examined the compliance of conditions of corporate governance by Rockon Enterprises Limited (‘the Company’) forthe year ended 31 March, 2016, as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”) with Stock Exchanges in India.The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions ofCorporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Companyhas complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations, asapplicable.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.For Pravin Chandak & AssociatesChartered AccountantsFirm’s registration number: 116627W

Sd/-Pravin ChandakPartnerMembership number: 049391

Place: MumbaiDate: 13th August, 2016



INTRODUCTION:Your Company has complied in all material respects with the requirements of the Corporate Governance Code as per ScheduleV (c) of the SEBI (LODR) Regulation, 2015.1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:The Company’s philosophy on corporate governance is to observe the highest level of ethics in all its dealings, to ensureefficient conduct of the company to achieve its goal in maximizing value for all its stakeholders.We are committed to doing things the right way which means taking business decisions and acting in a way that is ethical, inthe interest of our stakeholders and is in compliance with applicable legislation. Our values reflect our continued commitmentto ethical business practices across our operations.The Company’s philosophy is based on the fair and transparent disclosure of issues related with the Company’s business,financial performance and matters relating to stakeholders’ interest.We believe that Corporate Governance is the key element in improving efficiency, growth and investor’s confidence.2. BOARD OF DIRECTORS:

COMPOSITION OF THE BOARDAs on 31st March, 2016, the Company’s Board of Directors comprised of six directors. The Board consists of Six Directors, ofwhich four are non-executive and independent directors including one woman director, one Executive Director and oneManaging Director. The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR) Regulation, 2015entered into with the stock exchanges.The Board has received confirmation from the Non-Executive and Independent Directors that they qualify to be considered asIndependent as per the definition of ‘Independent Director’ stipulated in Regulation 16 (1)(b) of the SEBI (LODR) Regulation,2015 and Section 149(6) of the Companies Act, 2013 (hereinafter called “the Act”). None of the Directors of the Company isrelated to each other.None of the Directors hold Directorships in more than 20 companies. Further, any individual director’s directorships in publiccompanies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman ofmore than five committees across all the public companies of which he is a Director. Necessary disclosures regardingcommittee positions in other public companies as on March 31, 2016 have been made by the Directors.The number of directorships and committee Chairmanships/Memberships held by the Directors in other public companies ason March 31, 2016 are given below:Sr.No.

Name of Director Category No. ofDirectorship

No. ofequity

shares heldin company

Member/ Chairpersonof the committee

Member Chairman1 Mr. Amit Gulecha Managing Director 2 68,815 0 02 Mr. Girraj Kishor Agrawal Executive Director 4 - 2 03 *Ms. Swati Shinde Independent Non - ExecutiveDirector 5 - 10 44 @Mr. HardikkumarBharatbhai Kabariya Independent Non - ExecutiveDirector 6 - 0 05 Mr. Ashwin Shah Independent Non - ExecutiveDirector 1 - 2 26 Ms. Seema Sidhu Independent Non - ExecutiveDirector 6 - 10 2

REPORT ON CORPORATE GOVERNANCE



Note: The position mentioned above is as on their date of appointment else otherwise mentioned *Appointed w.e.f. 22/09/2015 and@Appointed w.e.f. 30/05/2016.Directorships mentioned as above do not include directorships of Private Limited Companies, Companies under Section 8 ofthe Act and of companies incorporated outside India.Positions in only the Audit Committee and Stakeholders’ Relationship Committee are considered for the purpose of reckoningthe number of Chairmanships and Memberships held by the Directors.None of the Non-Executive and Independent Directors has any material pecuniary relationship or transactions with theCompany, other than the commission and sitting fees received by them for attending the meetings of the Board and itsCommittee(s) and professional fees received by the firm in which a Director is a partner.BOARD MEETINGS:The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of theCompany. The Company also holds additional Board Meetings to address its specific requirements, as and when required. Allthe decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Boardmeeting.The Company circulates the agenda along with comprehensive notes well in advance before each meeting which, inter-alia,includes the following:Quarterly/Half Yearly/Annual financial results of the Company.Minutes of various committees of the Board.Regulatory notices/judgment/order being material in nature.Approvals on the sale of investments/assets of material nature etc.During the financial year 2015-16 (09) Nine Board Meetings were held. The maximum gap between two Board meetings wasless than one hundred and twenty days.The Board meetings were held on 04/04/2015, 28/05/2015, 07/08/2015, 10/08/2015, 21/08/2015, 22/09/2015,07/11/2015, 10/02/2016 and 22/03/2016.The details of the attendance of the Board of Directors at the Board Meetings and the last Annual General Meeting (AGM) areas detailed herein below:

Sr.No Name of Director and DIN No. of Board

Meetings heldNo. of Board

meetings attendedAttendance at the

last AGM.1 Mr. Girraj Kishor AgrawalDIN:00290959 09 09 Yes2 Mr. Amit GulechaDIN: 06964404 09 01 Yes3 Ms. Seema Nirmalsingh SidhuDIN:06924919 09 08 Yes4 Ms. Swati Shinde@DIN:07286912 04 04 No5 Mr. Jatinkumar Chintamani Agarrwal*DIN:00732624 04 01 No6 Mr. Dauji Chaturvedi#DIN:00163302 01 00 No7 Mr. Ashwin ShahDIN: 00101040 09 01 No@ Appointed w.e.f. 22/09/2015, *Resigned from Board due to sudden death on 17/08/2015, # Resigned w.e.f. 28/05/2015MEETING OF INDEPENDENT DIRECTORS:The Company’s Independent Directors met on March 30, 2016 without the presence of the Chairman & Managing Director andthe Senior Management team. The meeting was attended by all the Independent Directors and was conducted to enable theIndependent Director to discuss matters prescribed under Schedule IV to the Act and Regulation 25(3) of the SEBI(LODR)Regulation,2015 .DETAILS OF THE FAMILIARIZATION PROGRAMME IMPARTED TO THE INDEPENDENT DIRECTORS HAS BEENPUBLISHED ON THE WEBSITE OF THE COMPANY atwww.banasfinance.files.wordpress.com/2016/03/banas_familiarisation-progm.pdf



CODE OF CONDUCT:The Company has adopted a Code of Conduct (“Code”) which applies to all the Board members and Senior ManagementPersonnel of the Company. Code of Conduct for the Board of Directors and Senior Management Personnel is in place andpublished on the website - [email protected]. AUDIT COMMITTEE AT GLANCE:In order to align with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR)Regulation,2015. The terms of reference of the Audit Committee includes the following:SCOPE AND FUNCTIONThe broad terms of reference of the Audit Committee, inter alia, include: To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that thefinancial statement is correct, sufficient and credible; To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of thestatutory auditor and the fixation of audit fees; To approve the payment to statutory auditors for any other services rendered by the statutory auditors; To review with the management, the annual financial statements before submission to the board for approval, withparticular reference to:

Matters required to be included in the Director’s Responsibility Statement have to be included in the Board’s report. Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by the management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Qualifications in the draft audit report.

To review with the management, the quarterly financial statements before submission to the board for approval. To review with the management, the statement of uses / application of funds raised through an issue (public issue, rightsissue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceedsof a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. To review with the management, performance of statutory and internal auditors, and monitor auditor’s independenceand performance and effectiveness of the audit process and adequacy of the internal control systems; To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffingand seniority of the official heading the department, reporting structure coverage and frequency of internal audit; To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraudor irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-auditdiscussion to ascertain any area of concern; To look into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case ofnonpayment of declared dividends) and creditors; To approve the appointment of CFO (i.e., the whole time Finance Director or any other person heading the financefunction or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; To consider, suggest modification and/or recommend/ approve the related party transactions of the Company; To scrutinize inter corporate loans and investment. To consider valuation of assets or undertaking of the company, wherever required. To evaluate internal financial controls and risk management systems. To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, inconsultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-upsthere on; To have the authority to investigate into any matter as included in its terms of reference or referred to it by the Board andfor this purpose the Audit Committee to have power to obtain professional advice from external sources and have fullaccess to information contained in the records of the company; To review the Company’s Vigil Mechanism as defined under the Whistle Blower Policy of the Company with regard to theprocess/procedure prescribed for its employees and directors, to raise concerns, in confidence, about possiblewrongdoing in financial reporting, accounting, auditing or other related matters. To ensure that these arrangements allowindependent investigation of such matters and appropriate follow up action; Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatoryauthorities from time to time.



COMPOSITIONThe composition of the audit committee and the details of meetings attended by its members are given below:Name Category

Number of meetings duringthe financial year 2014-15

Held AttendedMr. Ashwin Jayantilal Shah - Chairman Independent, Non-Executive 5 5Mr. Jatinkumar Chintamani Agarrwal - Member* Independent, Non-Executive 3 0Ms. Seema Nirmalsingh Sidhu - Member Independent, Non-Executive 5 5Ms. Swati Shinde - Member* Independent, Non-Executive 2 2*During the year Audit Committee was reconstituted due to the sudden and sad demise of Mr. Jatinkumar Agarrwal on 17thAugust, 2015 and appointment of Ms. Swati Shinde as a member of Audit committee w.e.f. 22nd September, 2015.Five audit committee meetings were held during the year and the gap between two meetings did not exceed one hundred andtwenty days. The dates on which the said meetings were held are as follows: 01/04/2015, 27/05/2015, 08/08/2015,03/11/2015, 06/02/2016. The necessary quorum was present for all the meetings.4. NOMINATION AND REMUNERATION COMMITTEE AT GLANCE:During the year under review, the terms of reference of Nomination and Remuneration Committee were expanded in order toalign them with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI(LODR)Regulation,2015.The broad terms of reference of the nomination and Remuneration Committee are as under: To formulate criteria for evaluation and evaluate the performance of every director, including the IndependentDirectors; To identify and recommend to the Board, in accordance with the criteria as laid down, appointment/ reappointment /removal of the Executive / Non– Executive Directors and the senior management of the Company; Recommend to the board appointment of key managerial personnel (“KMP” as defined by the Act) and executive teammembers of the Company (as defined by this committee). Carry out evaluation of every director’s performance and support the board and independent directors in evaluation ofthe performance of the board, its committees and individual directors. This shall include “formulation of criteria for evaluation of independent directors and the Board” On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration toexecutive team or key managerial personnel of the Company. To monitor and handle any other matter relating to framing/administration of SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme Guidelines, 1999 or any amendments thereof; Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges orany other regulatory authorities from time to time. Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

COMPOSITION:The composition of the audit committee and the details of meetings attended by its members are given below:Name Category

Number of meetings duringthe financial year 2014-15

Held AttendedMr. Ashwin Jayantilal Shah - Chairman Independent, Non-Executive 2 2Mr. Jatinkumar Chintamani Agarrwal - Member* Independent, Non-Executive 0 0Ms. Seema Nirmalsingh Sidhu - Member Independent, Non-Executive 2 2Ms. Swati Shinde - Member* Independent, Non-Executive 0 0*During the year Audit Committee was reconstituted due to the sudden and sad demise of Mr. Jatinkumar Agarrwal on 17thAugust, 2015 and appointment of Ms. Swati Shinde as a member of committee w.e.f. 22nd September, 2015.



During the year, two meetings of the nomination and remuneration committee were held on 25/07/2015 and 11/09/2015.The necessary quorum was present for all the meetingsPERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORSThe Independent Directors are evaluated on parameters like Director’s contributions at Board / Committee meetings,willingness to devote time and effort to understand the Company, ability to understands governance, regulatory, fiduciary andethical requirements of the Board / Committee, adherence to Code of Conduct and how the independent Director is able tobring independent judgment during board deliberations on performance, risk management etc in addition to the criteria forevaluation of Non Executive Directors.REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31ST MARCH, 2016:

Name of the Board members Salary Commission SittingFees

Contribution toVarious Funds

TotalMr. Girraj Kishor Agrawal - - - - NilMr. Amit Gulecha - - - - NilMr. Ashwin Jayantilal Shah - - - - NilMs. Swati Shinde - - 13,800/- - 13,800/-Mr. Jatinkumar Chintamani Agarrwal - - - - NilMs. Seema Nirmalsingh Sidhu - - - - NilMr. Dauji Chaturvedi - - - - NilNone of the other non-executive director holds any shares, convertible instruments or stock options in the company. As on31st March 2016, there are no outstanding options granted to any of the Directors of the Company. The Criteria for makingpayments to Non Executive Directors of the Company has been disclosed on the Company’s website www.banasfinance.com5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE AT GLANCE:The Company has constituted a Stakeholder’s Relationship Committee (“SRC”) of Directors to look into the complaints,requests and grievances of the shareholders/investors and ensure their redressal. SRC approves and monitors sharetransfers, transmissions, dematerialization, Rematerialisation, issue of duplicate share certificates, non-receipt of dividend/notices / annual reports, etcThe Stakeholders’ Relationship Committee met 4 times during the financial year 2015-16 on April 22, 2015, July 24, 2015,October 26, 2015, and January 30, 2016.

Name CategoryNumber of meetings duringthe financial year 2014-15

Held AttendedMr. Ashwin Jayantilal Shah - Chairman Independent, Non-Executive 4 4Mr. Jatinkumar Chintamani Agarrwal - Member* Independent, Non-Executive 2 2Ms. Seema Nirmalsingh Sidhu - Member Independent, Non-Executive 4 4Ms. Swati Shinde - Member* Independent, Non-Executive 2 2*During the year Audit Committee was reconstituted due to the sudden and sad demise of Mr. Jatinkumar Agarrwal on 17th August, 2015and appointment of Ms. Swati Shinde as a member of committee w.e.f. 22nd September, 2015.Name of Compliance Officer: Girraj Kishor AgrawalDesignation: Director and Compliance OfficerDetails of investor complaints received and redressed during the year 2015-16 are as follows:

Opening balance Received during the year Resolved during the year Closing balance0 0 0 0All grievances received during the year have been resolved and no grievances have remained unattended/pending as onMarch 31, 2016.

6. GENERAL BODY MEETING:

a) Location, date and time of the Annual General Meetings held during the last three years held during the last year are givenbelow:



FinancialYear

Type ofMeeting

Location Meeting Dateand Time

Special Resolution passed

2014-15 32nd AGM E/109, Crystal Plaza, New LinkRoad, Opp. Infinity Mall, Andheri(West), Mumbai: 400053 28th Sept, 2015at 02:00 p.m. 1. Approval for Related PartyTransactions.2013-14 31st AGM E/109, Crystal Plaza, New LinkRoad, Opp. Infinity Mall, Andheri(West), Mumbai: 400053 30th Sept, 2014at 02:30 p.m. 1. Appointment of Mr. AmitGulecha (DIN :06964404) as aManaging Director of theCompany2012-13 30th AGM E/109, Crystal Plaza, New LinkRoad, Opp. Infinity Mall, Andheri(West), Mumbai: 400053 27th Sept, 2013at 04:00 p.m. No Special Resolution was passed

b) No Extra Ordinary General Meeting was held during the year.c) There were no resolutions passed through Postal Ballot during FY 2015-16.7. MEANS OF COMMUNICATION:

a) Quarterly results: Quarterly/Half yearly/Annual results are regularly submitted to the Stock Exchanges where theshares of the Company are listed pursuant to the provisions of SEBI (LODR) Regulations 2015 and are published in thenewspapers. The Company has also displayed the results as specified under Regulation 47 of SEBI (LODR) Regulations2015 and on the Company’s website i.e. www.banasfinance.comb) Newspapers wherein results normally published: The Financial Express and Aapla Mahanagarc) The Company has in place, a policy on material events as required under regulation 31 of SEBI (LODR) Regulations 2015.The Company disseminates all information which is material in accordance with this policy to the stock exchanges andalso on the website of the Company.d) The company also publishes all official news and other information prescribed under regulation 46 of the SEBI (LODR)Regulations, 2015 on the website at www.banasfinance.com8. GENERAL INFORMATION FOR MEMBERS

a) 33rd Annual General Meeting:

Day & Date Time VenueMonday, 28th September,2015 02.00 pm. E/109, Crystal Plaza, New Link Road, Andheri West, Mumbai –400053.b) Financial Calendar (2016-17)

Particulars PeriodFinancial Year April 1,2016 to March 31 2017For consideration of Unaudited/Audited Financial ResultsResults for quarter ending June 30, 2016Results for quarter ending September 30, 2016 On or before November 15, 2016Results for quarter ending December 31, 2016 On or before February 15, 2017Results for quarter ending March 31, 2017 On or before May 30, 2017Annual General Meeting for the year ending March 31, 2017 On or before September 30, 2017

c) Book Closure DateThe Company’s Share Transfer Books and Register of Members of equity shares shall remain closed from the 21/09/2016 to23/09/2016, (both days inclusive).



d) Share Transfer SystemShare transfers in physical form are processed by the Registrar and Transfer Agents, Purva Share Registry (India) Pvt. Ltd andare approved by the Stakeholders Relationship Committee of the Company or the authorised signatories of the Company.Share transfers are registered and returned within 15 days from the date of lodgment if documents are complete in allrespects. The depository system handles share transfers in dematerialized form.e) Dividend payment date: No Dividend paid during the year.f) Listing of Equity Shares: Bombay Stock Exchange

Listing fees is duly paid to the Bombay stock exchange Limited as per SEBI (LODR) Regulation, 2015.g) Stock codea) BSE Scrip Code: 509053b) Demat ISIN Numbers in NSDL & CDSL INE521L01022 for Equity Shares

Market Information

Distribution of shareholding as on Dematerialization of Shares31st March, 2016

No. of Sharesheld

Nos. % In Rs. %

Up to 5000 1166 73.33 1278188 1.125,001 - 10,000 107 6.73 876604 0.7710,001 - 20,000 92 5.79 1455138 1.2820,001 - 30,000 44 2.77 1156380 1.0230,001 - 40,000 20 1.26 759800 0.6740,001 -50,000 12 0.75 574500 0.5150,001 -1,00,000 37 2.33 2893201 2.541,00,001 AndAbove 112 7.04 104766189 92.09TOTAL 1590 100.00 113760000 100.00

Stock Market Data at BSE during the yearMonth High Low Close No. of

SharestradedApril 2015 2.41 1.94 2.07 246503May 2015 4.40 2.11 4.00 612696June 2015 3.92 2.90 2.90 167429July 2015 2.98 2.31 2.63 1003009August 2015 2.76 1.90 1.90 325080September2015 2.05 1.10 1.20 1405801October2015 1.57 1.14 1.46 240677November2015 1.63 1.24 1.40 88070December2015 1.69 1.01 1.50 164511January2016 1.64 1.48 1.50 168376February2016 1.57 1.01 1.34 36458March 2016 1.61 1.34 1.40 553450

Shareholding Pattern of the Company as on 31st

March, 2016

Category No. of Sharesheld

%

A Promoter’s Holding1 Promoters- Indian 14500000 12.75%- Foreign 0 02 Persons acting in concert 0 0.00%Sub – Total 14500000 12.75%

B Non-Promoter’s Holding 0 03 Institutional Investors 0 0a) Mutual Funds and UTI 0 0b) Banks, FinancialInstitutions, InsuranceCompanies 0 0

(Central/State Govt.Institutions/NonGovernment Institutions)C FII’s 0 0Sub – Total 0 0

4 Non-Institutionsa) Private CorporateBodies 27900871 24.53%b) Indian Public 69835376 61.39%c) NRI’s/OCB’s - NRI 25160 0.02%d) Cl. member 202584 0.18%e) Any Other (Please specify)- HUF 1296009 1.14%Sub-Total 99260000 87.25%Grand Total 11,37,60,000 100.00%

Mode No. of Shares % SharesPhysical Form 8910596 7.83%with NSDL 33275908 29.25%with CDSL 71573496 62.92%Total 113760000 100%



h) Share Transfer SystemThe transfer of shares in physical form is processed and completed by Registrar and Transfer Agent – Purva Sharegistry(India) Pvt. Ltd. within a period of 15 days from the date of receipt thereof provided all the documents are in order. In case ofshares in electronic form, the transfers are processed by NSDL / CDSL through respective Depository Participants.i) Share Capital AuditAs stipulated by Securities and Exchange Board of India (SEBI), a qualified Practicing Company Secretary carries out the ShareCapital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) and shares held in physical form as per the register of members viz-á-viz the totalissued and listed capital. This audit is carried out every quarter and the report is submitted to the Bombay Stock ExchangeLtd.j) Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments,conversion date and likely impact on equity.-NIL

k) Investor CorrespondenceFor Transfer / Dematerialsation of Shares, payment of dividend on shares, interest and redemption of debentures and anyother query relating to the shares and debenture of the Company.9. OTHER DISCLOSURES:Details of Non Compliance by the Company, penalties, structures imposed on the Company by Stock Exchanges or the Boardor any statutory authority, on any matter related to capital markets, during the last three years – None.a) Details of Subsidiary and Associate Companies:The Company does not have any Subsidiary and Associate Companies as on 31st March, 2016.b) Preservation of documentsIn accordance with Regulation 9 of SEBI Regulations, 2015, the Company has framed a Policy on preservation of documentsapproved by the Board of Directors of the Company. The Policy is intended to define preservation of documents and toprovide guidance to the executives and employees working in the Company to make decisions that may have an impact on theoperations of the Company. It not only covers the various aspects on preservation of the Documents, but also the safedisposal/destruction of the Documents.The Policy have been uploaded on the Company’s web-site at the following linkwww.banasfinance.files.wordpress.com/2016/09/preservation-of-documents_banas.pdfc) policy determining Material Subsidiaries and Related Party Transactions:The Company has adopted the policy on determining material subsidiaries is hosted on its website atwww.banasfinance.files.wordpress.com/2016/08/policy-on-material-subsidaries_banas.pdfAndPolicy on dealing with related party transactions is hosted on its website atwww.banasfinance.files.wordpress.com/2016/08/rpt-policy.pdfd) Disclosure on Material Related Party TransactionsAll material transactions entered into with related parties as defined under the Act and Regulation 23(1) of the SEBI (LODR)Regulations 2015 during the financial year 2015-16 were in the ordinary course of business. No materially significant relatedparty transactions have been entered into during financial year 2015-16 having potential conflict with the interest of theCompany at large. A list of related parties as per the Accounting Standard 18 and the transactions entered into with them inprescribed Form AOC-2 is given separately in this Annual Report under Annexure II of the Board Report as well as in theNotes to Accounts annexed to the Balance Sheet as at 31st March 2016 and Statement of Profit & Loss of the Company for theFinancial Year ended on that date.The Company’s Policy on materiality of related party transactions is hosted on website atwww.banasfinance.files.wordpress.com/2016/08/rpt-policy.pdf



e) Policy for Prohibition of Insider Trading:The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities bythe Directors and employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of the Company’s shares by the Directors and employees while in possession of unpublishedprice sensitive information in relation to the Company or its securities.The Company has appointed the Compliance Officer to ensure compliance of the said Code by all the Directors, SeniorManagement Personnel and employees likely to have access to unpublished price sensitive information.The policy is available at website of the company at the following linkwww.banasfinance.files.wordpress.com/2016/07/policy-of-insider-trading_18-07-2016.pdff) Vigil Mechanism/Whistle Blower Policy:The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring tothe attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy.In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach theChairman of the Audit Committee of the Company. We affirm that no director or employee has been denied access to the AuditCommittee during financial year 2015-16. The Policy provides that no adverse action shall be taken or recommended againstan employee in retaliation to his/her disclosure in good faith of any unethical and improper practices or alleged wrongfulconduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Group. The policy isavailable at company’s website www.banasfinance.files.wordpress.com/2016/08/whistle_blower_policy_banas_finance.pdfPurva Sharegistry (India) Pvt Ltd.Unit No. 9, Shiv Shakti Indl. Estate.J .R. Boricha Marg, Opp. Kasturba Hospital Lane,Lower Parel (East), Mumbai 400 011.

For Any other queryM/s. Banas Finance LimitedCIN: L65910MH1983PLC030142Regd Off: E/109, Crystal Plaza, Opp. To Infinity mall,New Link Road, Andheri (West), Mumbai-400053Tel: 615 22 225Website: www.banasfinance.comEmail Id: [email protected]

DISCLOSURES OF COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED INREGULATION 17 TO 27 AND REGULATION 46(2)(B) TO (I) OF THE LISTING REGULATIONS:

Sr.No.

Particulars Regulation Compliancestatus

Yes/No/N.A.

Compliance observed for the following:

1. Board of Directors 17 Yes Board Composition Meeting of Board of Directors Review of compliance reports Plans for orderly succession for appointments Code of Conduct Fees / compensation Minimum information to be placed before the Board Compliance Certificate Risk Assessment & Management Performance Evaluation of Independent Directors2. Audit Committee 18 Yes Composition Meeting of Audit Committee Role of Audit Committee and review of information bythe Committee3. Nomination andRemuneration Committee 19 Yes Composition Role of the Committee



4. StakeholdersRelationship Committee 20 Yes Composition Role of the Committee5. Risk ManagementCommittee 21 NotApplicable The Company is not in the list of top 100 listed entitiesby market capitalization6. Vigil Mechanism 22 Yes Formulation of Vigil Mechanism for Directors andemployees Direct access to Chairperson of Audit Committee7. Related PartyTransactions 23 Yes Policy on Materiality of Related Party Transactions andon Dealing with Related Party Transactions Related Party Transactions of the Company are pursuantto contracts duly approved by the Audit Committee,Board of Directors and Shareholders of the Company8. Corporate Governancerequirements withrespect to subsidiary oflisted entity

24 NotApplicable The Company does not have any subsidiary9. Obligations with respectto Independent Directors 25 Yes Maximum Directorship and Tenure

Meeting of Independent Directors Familiarization of Independent Directors10. Obligations with respectto Directors and SeniorManagement 26 Yes Memberships / Chairmanships in Committees Affirmation with compliance to Code of BusinessConduct and Ethics from Directors and ManagementPersonnel Disclosure of shareholding by Non-executive Directors Disclosures by Senior Management about potentialconflicts of interest11. Other CorporateGovernancerequirements 27 Yes Compliance with discretionary requirements Filing of quarterly compliance report on CorporateGovernance12. Website 46(2)(b)to (i) Yes Terms and conditions of appointment of IndependentDirectors Composition of various Committees of Board ofDirectors Code of Business Conduct and Ethics for Directors andManagement Personnel Details of establishment of Vigil Mechanism/ WhistleBlower Policy Policy on dealing with Related Party Transactions Details of familiarization programmes imparted toIndependent Directors



Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31st March, 2016. asstipulated under Regulation 34 (2) (e) read with Schedule VB of SEBI (LODR) Regulations 2015The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance asapproved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certainforward looking statements that involve risk and uncertainties including those risks which are inherent in the Company’sgrowth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward lookingstatements expressed in this report consequent to new information or developments, events or otherwise.The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company andoverall strategy of the company and its outlook for the future. This outlook is based on management’s own assessment and itmay vary due to future economic and other future developments in the country.The operational performance and future outlook of the business has been reviewed by the management based on currentresources and future development of the Company.ECONOMIC OVERVIEW OF FINANCE INDUSTRY:Financial Services are fundamental to economic growth and development. Banking savings and investments insurance and debtand equity financing help private citizens save money, guard against uncertainty and build credit, while enabling businesses tostart up, expand, increase efficiency and compete in local and international market. For the poor, the services reducevulnerability and enable people to manage the assets available to them in ways that generate income and options.India has a diversified financial sector, which is undergoing rapid expansion. The sector comprises commercial banks, insurancecompanies, non-banking financial companies, co-operatives, pension funds, mutual funds and other smaller financial entities.The financial sector in India is predominantly a banking sector with commercial banks accounting for more than 60 per cent ofthe total assets held by the financial system.India's services sector has always served the country’s economy well, accounting for about 57 per cent of the gross domesticproduct (GDP). In this regard, the financial services sector has been an important contributor.India is today one of the most vibrant global economies, on the back of robust banking and insurance sectors. The country isprojected to become the fifth largest banking sector globally by 2020, as per a joint report by KPMG-CII. The report also expectsbank credit to grow at a compound annual growth rate (CAGR) of 17 per cent in the medium term leading to better creditpenetration. Life Insurance Council, the industry body of life insurers in the country also projects a CAGR of 12–15 per cent overthe next few years for the financial services segment.Also, the relaxation of foreign investment rules has received a positive response from the insurance sector, with manycompanies announcing plans to increase their stakes in joint ventures with Indian companies. Over the coming quarters therecould be a series of joint venture deals between global insurance giants and local players.INDUSTRY STRUCTURE AND DEVELOPMENTS:For several years, NBFCs have rapidly emerged as an important segment of the Indian Financial System. The sector is now beingrecognized as complementary to the banking sector due to the implementation of innovative marketing strategies, introductionof tailor made products, customer oriented services, attractive rates of return on deposits and simplified procedures. If fact,NBFCs have emerged as a powerful force for financial inclusion in India, serving the bottom of the pyramid rural clients. Thefinancial year 2015-16 witnessed a gradual recovery of the global economy, although the pace has tended to be uneven andprone to uncertainties. At the same time, there has been a distinct change in the pattern of recovery.Non-banking financial institutions (NBFIs), a heterogeneous group of institutions, form an integral part of the Indian financialsystem and provide a range of financial services. These institutions are an important segment of India’s financial roadmap apartfrom commercial and co-operative banks. Within the non-banking financial institutions, development finance institutions(DFIs) are mostly government-owned and have been the traditional providers of long-term project loans. The NBFIs include a

MANAGEMENT DISCUSSION AND ANALYSIS REPORT



wide variety of intermediaries like insurance companies, non-bank financial companies (NBFCs), primary dealers (PDs) andcapital market intermediaries like mutual funds.The Indian financial sector has witnessed the emergence of a wide range of financial institutions over the years that cater to theeconomy’s diverse financial needs. The NBFIs play a very critical role among these financial institutions. The NBFIs along withthe banking sector have immensely contributed to the inclusive growth and development of the economy by increasing theaccess to financial services, enhancing competition and diversifying the financial sector among others. These NBFIs are alsoincreasingly being perceived to be complementary to the banking system as they are capable of absorbing shocks and spreadingrisks, particularly during times of financial distress. This chapter deals with the structure, performance and issues confrontingNBFIs in India.NBFCs in India have recorded marked growth in recent years. After their existence, they are useful and successful for theevolution of a vibrant, competitive and dynamic financial system in Indian money market. The success factors of their businesshas been by making the most of their ability to contain risk, adapt to changes and tap demand in markets that are likely to beavoided by the bigger players. Thus the need for uniform practices and level playing field for NBFCs in India is indispensable.NBFCs are today passing through a very crucial phase where RBI has issued a revised regulatory framework with the objectiveto harmonize it with banks and Financial Institutions and address regulatory gaps and arbitrage. While the regulations,specially, asset classification norms have been made more stringent so as to be at par with banks, what is now required is toequip NBFCs with tools like coverage under SARFAESI Act to recover their dues and income tax benefits on provisions madeagainst NPAs. This shall then bring the desired parity with banks and other financial institutions. Fund raising has increasinglybecome difficult and challenging, specially, for the large number of small and medium sized NBFCs.In this scenario, the Non-Banking Finance Companies (NBFC) sector has scripted a story that is remarkable. It speaks to thetruly diverse and entrepreneurial spirit of India. From large infrastructure financing to small microfinance, the sector hasinnovated over time and found ways to address the debt requirements of every segment of the economy. To its credit, theindustry has also responded positively to regulatory efforts to better understand risks and to address such risks throughregulations. Over time, the sector has evolved from being fragmented and informally governed to being well regulated and inmany instances, adopted best practices in technology, innovation and risk management as well as governance.SUBSIDIARY COMPANY:As there are no subsidiaries of the Company, Investment made in Subsidiaries is NIL.SEGMENT-WISE PERFORMANCE:The Company operates in single reported segment with main business of Finance and Share Trading activity.OPPORTUNITIES AND THREATS:There are several large and profitable opportunities for NBFCs and the sector plays an important role in the Indian financialsystem. The key is for the NBFC sector to grow in a prudential manner while focusing on financial innovation and in having inplace, the adequate risk management systems and procedures before entering into risky areas. The regulator constantlyendeavors to balance the multiple objectives of financial stability, consumer and depositor protection and regulatory arbitrageconcerns.The Company is amongst the few NBFCs that offers a full range of Retail and Corporate products and services. A balance in themix as a preferred partner for all financial needs of the customer. We believe our digital assets across social, mobile and web,providing reach, operating efficiency and improved customer experience will be an opportunity for us to capitalize on in thecoming years.It will be critical to retain talent at the right cost for effectively building a high performance organization with an engaged andyoung workforce.Adequate funding at the right cost and tenure will be critical to achieve business growth.RISKS AND CONCERNS:Credit risk, Market risk, Operational risk and Liquidity risk are the key risks faced by the Company. The Company takes riskmanagement seriously and its procedures and policies in the area are well defined and considered appropriate for theassessment and management of individual risk categories. The Company has a well qualified and experienced Risk Managementand Treasury team to manage the same. Except for some unforeseen and extreme event, the Company is well placed on the



liquidity front and appropriate policies exist for underwriting credit risk. The Company endeavors to continuously learn andmodifies its policies to manage the aforementioned risks.INTERNAL CONTROL SYSTEM & ADEQUACY:The company has adequate internal control system commensurate with its size and business. Company Complies with allApplicable statutes, policies, procedures, listing requirements and management guidelines. It Adheres to applicable accountingstandards and polices.HUMAN RESOURCE:The Company has excellent combination of experienced and talented employees. The Company also undertakes on regular basisvarious training programmes to keep its employees updated on new technical developments and information which directlyresults in optimum capacity utilization and cost effectiveness. The Company’s relation with its employees continues to becordial. The Company always reciprocates commitment to its employees in order to motivate them to perform the best.FULFILLMENT OF RBI NORMS AND STANDARDS:The Company continues to fulfill all applicable norms and standards lay down by the Reserve Bank of India pertaining toprudential norms, income recognition, accounting standards, asset classification as applicable to NBFC’s (ND).OUTLOOK:The Outlook of the Company for the year ahead is to diversify risk and stabilize its asset quality. The Corporate Finance Divisionwill adopt a cautious approach and focus on customer relationships. This division will look to grow its supply chain, structuredfinance and leasing business. A specialized Remedial team will focus on the recovery and rehabilitation of nonperformingassets.CAUTIONARY STATEMENT:Statements in foregoing paragraphs of this report describing the current industry structure, outlook, opportunities, etc., may beconstrued as “forward looking statements”, based on certain assumptions of future events over which the Company exercisesno control. Therefore, there can be no guarantee as to their accuracy. These statements involve a number of risks, uncertaintiesand other factors that could cause actual results to differ materially from those that may be implied by these forward lookingstatements.



To the Members ofM/s Banas Finance Limited

Report on the Financial StatementsWe have audited the accompanying financial statements of Banas Finance Limited (“the Company”), which comprise thebalance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, anda summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into accountthe provisions of the Act, the accounting and auditing standards and matters which are required to be included in the auditreport under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financial controls system over financialreporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well asevaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.Basis for Qualified OpinionThe Company is registered as Non Banking Financial Companies (NBFC), having Certificate of Registration under Section 45 IAof RBI Act, 1934. The Company has not complied with few NBFC prudential norms as prescribed by Reserve Bank of India fromtime to time as mentioned in Note no 24.OpinionIn our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally

INDEPENDENT AUDITORS REPORT



accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the yearended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified inthe paragraph 3 and 4 of the Order, to the extent applicable.2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books;(c) The Balance Sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are inagreement with the books of account;(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;(e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record bythe Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as adirector in terms of Section 164 (2) of the Act.(f) With respect to adequacy of internal financial control over financial reporting of the company and the operatingeffectiveness of such controls, refer to our separate report in “Annexure B” and(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements –Refer Note no. 18 to the financial statements;ii. The Company did not have any long term contracts including derivative contracts for which there were anymaterial foreseeable losses.iii. The company is not liable to transfer any amounts to the Investor Education and Protection Fund. Therefore,there has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company.

For Pravin Chandak & AssociatesChartered AccountantsFirm’s registration number: 116627W


Place: MumbaiDate: 30th May 2016



The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financialstatements for the year ended 31 March 2016, we report that:(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situationof fixed assets.(b) The company has a regular programme of physical verification of fixed assets. No material discrepancieswere noticed during physical verification.(c) The company does not have any immovable property hence the clause is not applicable.(ii) As informed to us, the equity shares held as inventories in dematerialized form have been verified by the managementwith supportive evidence during the year. And for other unquoted equity shares held as inventories the proceduresperformed by the management for physical verification were found to be satisfactory. No material discrepancy wasfound.(iii) (a) The Company has not granted loans to any party covered in the register maintained under section 189 of theCompanies Act, 2013 (‘the Act’).

(b) In the case of the loans granted to any parties in the register maintained under section 189 of the Act, theborrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulateany repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(ii)(b) of the order is notapplicable to the Company in respect of repayment of the principal amount. Since the company is Non-BankingFinancial Institution, this clause is not applicable.(c) There are no overdue amounts for period of more than ninety days in respect of the loans granted to the bodiescorporate listed in the register maintained under section 189 of the Act.-not applicable. Since the company is Non-Banking Financial Institution, this clause is not applicable.

(iv) Since the company is Non Banking Financial Company, the provisions of section 185 and 186 of the Companies Act,2013 is not applicable.(v) During the year, Company has not accepted any deposits from the public hence the clause is not applicable.(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, forany of the services rendered by the Company.(vii) (a) According to the information and explanations given to us and on the basis of our examination of the recordsof the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory duesincluding provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess andother material statutory dues have been regularly deposited during the year by the Company with theappropriate authorities. As explained to us, the Company did not have any dues on account of employees’ stateinsurance and duty of excise.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect ofprovident fund, income tax, sales tax, service tax, duty of customs, value added tax, were in arrears as at 31 March2016 for a period of more than six months from the date they became payable. However, company is subject to pay duesunder Professional Tax but no amount was deposited till the reporting date.However, on verification of outstanding demand as per Income Tax Website some demands are appearingoutstanding which are produced in the table below.

Name of thestatute

Nature of dues Amount(in Rs.)

Period to which theamount relates

Forum where disputeis pendingIncome Tax Act Income Tax andInterest 8,81,64,280 Assessment Year2013-14 Assessing officer ofIncome Tax, (Appeals)

ANNEXURE- A TO THE INDEPENDENT AUDITORS REPORT



(viii) The Company has taken loan from Bajaj Finance Ltd. amounting Rs.6, 40,00,000 of which 7,04,87,830.02 is stilloutstanding as on the Balance Sheet Date.(ix) The Company has not raised any money by way of initial public offer or further public offer during the year. Thecompany has not taken any term loans during the year.(x) According to the information and explanations given to us, no material fraud on or by the Company has beennoticed or reported during the course of our audit.(xi) The company has paid managerial remuneration in accordance with provisions of the section 197 read with Schedule Vof the Companies Act.(xii) The company is not a Nidhi Company hence the clause is not applicable.(xiii) All the transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 andthe necessary details have been disclosed in the Financial Statements etc as required by the applicable accountingstandards.(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertibledebentures during the year,(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.(xvi) Since the company is NBFC, requirement of registration under section 45-IA of the Reserve Bank of India Act, 1934based on its asset and income pattern is not applicable.






Report on the Internal Financial Controls under Clause (i) of sub- section 3 of the Section 143 of theCompanies Act, 2013 (‘the Act)We have audited the internal financial controls over financial reporting ofM/sBanas Finance Limited (‘the company) as of 31stMarch, 2016 in conjunction with our audit of the financial statements of the company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe company’s management is responsible for establishing and maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by the company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountant of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as requiredunder the Companies Act, 2013.Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Not on Audit of Internal Financial Controls over FinancialReporting (the ‘Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an auditof Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting were established and maintained and ifsuch controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemover financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design and operating effectiveness of internal control-based on the assessedrisk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany’s internal financial controls system over financial reporting.Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the Company are being made only in accordance with authorization of the Management anddirectors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion orimproper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the riskthat the internal financial control over financial reporting may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

ANNEXURE- B TO THE INDEPENDENT AUDITORSREPORT



Qualified OpinionAccording to the information and explanations given to us and based on our audit, the following material weakness has beenidentified as at March 31, 2016.a) The Company did not have an appropriate internal control system for granting Loans. Demand and other loans givenare governed by the Board policies. Considering the close monitoring of Board no appraisal, renewal, Policies,Procedure, Committee or documents have been prescribed and executed.A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, suchthat there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements willnot be prevented or detected on a timely basis.In our opinion, except for the effects / possible effects of the material weakness described above on the achievement of theobjectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls overfinancial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2016,based on the internal control over financial reporting criteria established by the company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by theChartered Accountants of India.We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audittests applied in our audit of the March 31, 2016 financial statements of the Company, and the material weakness does not affectour opinion on the financial statements of the Company.For Pravin Chandak & AssociatesChartered AccountantsFirm’s registration number: 116627W





The Board of DirectorsM/s Banas Finance LimitedE-109, Crystal Plaza, New Link Road,Andheri (West), Mumbai - 400053.As required by the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 issued by Reserve Bankof India, on the matters specifies in Para 3 and 4 of the said directions to the extent applicable to the company and according tothe information and explanations given to us for the purpose of audit for the year ended 31st March 2016 we report that:1) We hereby state that M/s Banas Finance Limited is engaged in the business of Non Banking Financial Institution and ithas obtained a Certificate of Registration from the Reserve Bank of India.2) The company is entitled to hold such Certificate of Registration in terms of its assets/income pattern as on 31st March,2016.3) The Board of Directors has passed a resolution for non acceptance of any public deposits in its meeting held on 4thApril, 2015.4) The company has not accepted any public deposits during the year ended 31st March, 2016.

5) The Company has not complied with few prudential norms as applicable to it in terms of Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, the same is disclosed inNotes to Accounts in point no. 24.




NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT(RESERVE BANK) DIRECTIONS, 2008



Schedule to the Balance Sheet of a Non-Deposit TakingNon-Banking Financial Company

Particulars Amount in Rs.Liabilities side:1 Loans and advances availed by the non-banking financial company inclusive of

interest accrued thereon but not paid:(a) Debentures : Secured: Unsecured (other than falling within the meaning of public deposits*) NIL(b) Deferred Credits NIL(c) Term Loans NIL(d) Inter corporate loans and borrowing Rs. 18,69,11,218/-(e) Commercial Paper NIL(f) Other Loans (Demand Loan) Rs.1,50,00,000/-Total Rs. 20,19,11,218/-Assets side:

2 Break-up of Loans and Advances including bills receivables [other than thoseincluded in (4) below]:(a) Secured NIL(b) Unsecured Rs.45,28,09,900/-

3 Break-up of Leased Assets and stock on hire and other assets counting towards AFCactivities(i) Lease assets including lease rentals under sundry debtors: NIL(a) Finance lease NIL(b) Operating lease NIL(ii) Stock on hire including hire charges under sundry debtors: NIL(a) Assets on hire NIL(b) Repossessed Assets NIL(iii) Other loans counting towards AFC activities NIL(a) Loans where assets have been repossessed NIL(b) Loans other than (a) above NIL

4 Break-up of InvestmentsCurrent Investments:1) Quoted: NIL(i) Shares: (a) Equity(b) Preference NIL(ii) Debentures and Bonds NIL(iii) Units of Mutual Funds NIL(iv) Government Securities NIL(v) Others (please specify) NIL2) Unquoted:(i) Shares: (a) Equity(b) Preference NIL(ii) Debentures and Bonds NIL(iii) Units of Mutual Funds NIL(iv) Government Securities NIL(v) Others (please specify) NILLong Term Investments:1) Quoted: NIL(i) Shares: (a) Equity(b) Preference NIL(ii) Debentures and Bonds NIL(iii) Units of Mutual Funds NIL(iv) Government Securities NIL(v) Others (please specify) NIL2) Unquoted:(i) Shares: (a) Equity(b) Preference NIL(ii) Debentures and Bonds NIL



(iii) Units of Mutual Funds NIL(iv) Government Securities NIL(v) Others (please specify) NIL5 Borrower group-wise classification of assets financed as in (2) and (3) above:1) Related Parties(a) Subsidiaries NIL(b) Companies in the same group NIL(c) other related parties NIL2) Other than related parties Rs.45,28,09,900/-

Total Rs.45,28,09,900/-6 Investor group-wise classification of all investments (current an long term) in

shares and securities (both quoted and unquoted):1) Related Parties(a) Subsidiaries NIL(b) Companies in the same group NIL(c) other related parties NIL2) Other than related parties NILTotal NIL

7 (i) Gross Non-Performing Assets(a) Related Parties NIL(b) Other than related parties NIL(ii) Net Non-Performing Assets(a) Related Parties NIL(b) Other than related parties NIL(iii) Assets acquired in satisfaction of debt NIL



NOTES FORMING PART OF THE FINANCIAL STATEMENTS:-1. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation of financial statementsThe financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in India underthe historical cost convention, on accrual basis of accounting and comply with Accounting Standard notified under section 133of Companies Act, 2013 read with general Circular 8/2014 dated April 4, 2014 issued by Ministry of Corporate Affairs to theextent applicable. The accounting policies have been consistently applied by the Company and are consistent with those used inthe previous year.b) Going Concern Assumption:-The financial statements have been prepared assuming entity will be able to continue its operation in near foreseeable futureand there is no material circumstances casting doubt over going concern ability of company and neither management intends toliquidate its operation. Though company has incurred loss in the current year, management has made sufficient viable plan toovercome such situation in future and the plan appears to be promising to validate the going concern assumption.c) Inventory valuationItems of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any, except incase of by-products which are valued at net realizable value. Cost of inventories comprises of cost of purchase, cost ofconversion and other costs including manufacturing overheads incurred in bringing them to their respective present locationand condition. Cost of raw materials, packing materials, trading and other products are determined on weighted average basis.Inventories are determined on First-in-First-Out (FIFO) basis.d) Use of EstimatesThe Preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent liabilities at the date of the financial statements and the results of operations during the reporting period. Althoughthese estimates are based upon management’s best knowledge of current events and actions, actual results could differ fromthese estimates. Any revision to the accounting estimates is recognized prospectively.e) Revenue recognition1. Income from Operation is recognised upon transfer of significant risks and rewards of ownership to the buyer.2. Other Income is recognized to the extent that it is probable that the economic benefits will flow to the Company and therevenue can be reliably measured.3. Dividend is recognised when the shareholders’ right to receive payment is established at the balance sheet date.f) Fixed Assets

Tangible AssetsFixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase priceand any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating toacquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extentthey relate to the period till such assets are ready to be put to use. Capital work in progress includes expenditure incurred tillthe assets are put into intended use.Intangible AssetsIntangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization / depletion andimpairment loss, if any. The cost comprises purchase price, borrowing costs, and any cost directly attributable to bringing theasset to its working condition for the intended use and net charges on foreign exchange contracts and adjustments arising fromexchange rate variations attributable to the intangible assets.g) DepreciationDepreciation on tangible assets is provided using the Straight Line Method over the useful lives of the assets estimated by theManagement. Depreciation for the assets purchased / sold during the year is proportionately charged as prescribed in ScheduleII to the Companies Act, 2013. Intangible assets are amortized over their respective individual estimated useful lives on astraight line basis, commencing from the date the asset is available to the Company for its use.h) Impairment of assetsThe carrying amounts of assets are reviewed at each balance sheet dates and if there is any indication of impairment based oninternal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable



amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, theestimated future cash flows are discounted to their present value at the weighted average cost of capital. If at the balance sheetdate, there is an indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the assetis restated to extent of the carrying value of the asset that would have been determined (net of amortization / depreciation),had no impairment loss been recognized.After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.i) InvestmentsInvestments that are readily realizable and intended to be held for not more than one year are classified as currentinvestments. All other investments are classified as long-term investments. Current investments are carried at lower of cost orfair value determined on individual investment basis. Long-term investments are carried at cost. However, provision fordiminution in value is made to recognize a decline other than temporary decline in the value of the investments.j) TaxationTax expense comprises of current income tax and deferred income tax. Current income tax is measured at the amount expectedto be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact ofcurrent year timing differences between taxable income and accounting income for the year and reversal of timing differencesof earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at thebalance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient futuretaxable income will be available against which such deferred tax assets can be realised. In situations where the company hasunabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certaintysupported by convincing evidence that they can be realised against future taxable profits. At each balance sheet date, theCompany re-assesses unrecognised deferred tax assets. It recognizes unrecognized deferred tax assets to the extent that it hasbecome reasonably certain, as the case may be, that sufficient future taxable income will be available against which suchdeferred tax assets can be realized. Minimum Alternative Tax (MAT) credit is recognised as an asset and carried forward only ifthere is a reasonable certainty of it being set off against regular tax payable within the stipulated statutory period.k) Foreign Currency TransactionsTransactions in foreign currency are recorded at the rate of exchange in force on the date of the transactions. Current assets andCurrent liabilities in foreign currency are translated at the exchange rate prevalent at the date of the Balance Sheet.Any income or expenses on account of exchange difference either on settlement or on translation is recognized in the Profit andLoss account except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they areadjusted to the carrying cost of such assets.l) Earnings Per ShareBasic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (afterdeducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding duringthe year. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue,bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholdersand the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potentialequity shares.m) Provisions, Contingent Liabilities and Contingent AssetsA provision is recognized when an enterprise has a present obligation as a result of past event it is probable that an outflow ofresources will be required to settle the obligation, in respect of which a reliable estimate can be made. Where no reliableestimate can be made, a disclosure is made as contingent liability. Provisions are not discounted to its present value and aredetermined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at eachbalance sheet date and adjusted to reflect the current best estimates.Possible future obligations or present obligations that may but will probably not require outflow of resources or where thesame cannot be reliably estimated, is disclosed as contingent liabilities in the notes to accounts of financial statements.Contingent Assets are neither recognized nor disclosed in the financial statements.n) Cash Flow StatementCash flow statement has been prepared under the ‘Indirect Method’. Cash and cash equivalents, in the cash flow statementcomprise unencumbered cash and bank balances.



NOTES 31ST MARCH,2016

31ST MARCH,2015

EQUITY & LIABILITIES

SHAREHOLDERS' FUNDSShare Capital 2 113,760,000 113,760,000Reserves and Surplus 3 234,770,806 267,746,219CURRENT LIABILITIESShort Term Borrowings 4 201,911,218 114,567,111Other Current Liabilities 5 1,392,672 576,767Short Term Provisions 6 27,931,024 189,468

TOTAL 579,765,720 496,839,565

ASSETS

NON CURRENT ASSETSFixed AssetsTangible Assets 7 230,920 230,920Deferred Tax Assets 104,343 122,315CURRENT ASSETSInventories 8 105,597,288 44,240,034Cash and Cash Equivalents 9 9,167,079 24,479,179Short Term Loans and Advances 10 464,666,090 427,767,117

TOTAL 579,765,720 496,839,565

Notes Forming Part of Financial Statements 1-30As per our Report of Even Date

For Pravin Chandak & Associates For and on behalf of the Board of DirectorsChartered Accountants of Banas Finance Limited(Firm Registration No.116627W)Pravin Chandak Girraj Kishor Agrawal Seema Sidhu[Partner] [Director] [Diretor]Membership No. 049391 DIN: 00290959 DIN: 06924919

Place: MumbaiDate: 30th May, 2016 Hardik Bharatbhai Kabariya

[Director]DIN: 07566240

BANAS FINANCE LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2016

(Amount in Indian Rupees)



NOTES 31ST MARCH,2016

31ST MARCH,2015

INCOMERevenue from operations 11 80,848,695 74,556,215Other income 12 80,459 4,041Total Revenue (I) 80,929,154 74,560,256EXPENSESPurchase of traded goods 133,444,689 40,170,787(Increase)/Decrease in inventories of traded goods (61,357,254) 28,447,723Employee Benefits expense 13 1,231,923 1,319,996Depreciation 8 - 211,129Finance charges 14 10,069,773 7,668,545Other expenses 15 29,197,464 669,179Total Expenses (II) 112,586,595 78,487,359

Profit for the year before exceptional & extraordinary itemsand tax (I - II) (31,657,441) (3,927,104)

Exceptional & Extraordinary items 16 - 144,896

Profit for the year before tax (31,657,441) (4,072,000)Tax Expenses :Current Tax - -Tax of previous years 1,300,000 15,000,000Deferred Tax 17,972 32,588Profit / (Loss) for the period (32,975,413) (19,104,588)Earning per equity share: Basic (0.290) (0.168) Diluted (0.290) (0.168)Notes Forming Part of Financial Statements 1-30As per our Report of Even DateFor Pravin Chandak & Associates For and on behalf of the Board of DirectorsChartered Accountants of Banas Finance Limited(Firm Registration No.116627W)

Pravin Chandak Girraj Kishor Agrawal Seema Sidhu[Partner] [Director] [Diretor]Membership No. 049391 DIN: 00290959 DIN: 06924919



BANAS FINANCELIMITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016




Cash Flow from Operating Activities

Profit Before Tax and Extraordinary items (31,657,441) (3,927,104)Adjustments for:Depreciation - 211,129Interest 10,069,773 7,668,54510,069,773 7,879,674

Operating Profit before Working Capital Changes (21,587,668) 3,952,570Adjustments for:(Increase)/Decrease in Inventories (61,357,254) 28,447,723(Increase)/Decrease in Trade Receivables - 900(Increase)/Decrease in Other Receivable (33,761,332) (33,997,979)(Increase)/Decrease in Balance with StatutoryAuthorities (3,137,641) (3,149,262)Increase/(Decrease) in Current Liabilities &Provision 115,901,568 17,645,340 46,591,899 37,893,281Cash Generated From Operations (3,942,327) 41,845,852Less: Income Tax Paid 1,300,000 15,000,000Cash Inflow Before Prior Period Adjustments (5,242,327) 26,845,852Less : Prior Period Adjustment - -Net Cash from Operating Activities A (5,242,327) 26,845,852Cash Flow from Investing Activities - -Net Cash from Investing Activities B - -Cash Flow from Financing Activities CInterest on Loan (10,069,773) (7,668,545)Long term Loans & Advances - (10,069,773) - (7,668,545)Net Cash from Financial Activities C (10,069,773) (7,668,545)Net Increase/ Decrease in Cash and CashEquivalents (A+B+C) (15,312,101) 19,177,306Cash and Cash Equivalents-Opening Balance 24,479,179 5,301,873Cash and Cash Equivalents-Closing Balance 9,167,079 24,479,179As per our Report of Even Date

For Pravin Chandak & Associates For and on behalf of the Board of Directors

Chartered Accountants of Banas Finance Limited

(Firm Registration No.116627W)

Pravin Chandak Girraj Kishor Agrawal Seema Sidhu

[Partner] [Director] [Diretor]

Membership No. 049391 DIN: 00290959 DIN: 06924919



BANAS FINANCE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

Particulars Year Ended 31st March, 2016 Year Ended 31st March, 2015(Amount in Indian Rupees)



31ST MARCH,

2016

31ST MARCH,

2015

2 Share CapitalAuthorised12,30,00,000 Equity Shares of Rs. 1 each 123,000,000 123,000,000Total Authorized Share Capital 123,000,000 123,000,000

Issued, Subscribed and Paid up11,37,60,000 Equity Shares of Rs. 1 each 113,760,000 113,760,000113,760,000 113,760,000

a. Reconciliation of shares outstanding at the beginning and at the end of the reporting period

Equity sharesNumbers Rs. Numbers Rs.At the beginning of the period 113,760,000 113,760,000 113,760,000 113,760,000Issued during the period - - - -Bought back during the period - - - -

Outstanding at the end of the period 113,760,000 113,760,000 113,760,000 113,760,000

b. Terms/rights attached to equity shares

Equity shares of Rs. 1 each fully paidNumbers

% holding in theclass Numbers % holding in theclassChandrakant Babu Mohite 8,485,096 7.46 8,485,096 7.46Handful Investrade Private Limited 14,500,000 12.75 14,500,000 12.75Total 22,985,096 20.20 22,985,096 20.20

3 Reserve & SurplusSecurities Premium reserveBalance as per last financial statements 287,160,000 287,160,000

- -Closing balance 287,160,000 287,160,000

Statutory ReservesBalance as per last financial statements 234,810 234,810- -Closing balance 234,810 234,810

Surplus/(Deficit) in the Statement of Profit and LossBalance as per last financial statements (19,648,591) (544,003)Profit/ (loss) for the year (32,975,413) (19,104,588)- -Closing balance (52,624,004) (19,648,591)

Total Reserves and Surplus 234,770,806 267,746,219

BANAS FINANCE LIMITEDNOTES FORMING PART OF THE FINANCIAL STATEMENT AS AT 31ST MARCH, 2016

(Previous year 12,30,00,000 Equity Shares of Rs. 1 Each)

C. Details of shareholders holding more than 5%shares in the company

31st March, 2016

(Previous year 11,37,60,000 Equity Shares of Rs. 1 Each)

The Company has only one class of Equity Shares having par value of Rs. 1. Each holder of equity shares is entitled toone vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Boardof Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.In the event of liquidation of the Company, the holder of equity shares will being entitled to receive any of theremaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion tothe number of equity shares held by the shareholders.

31st March, 2015


Total Issued, Subscribed And Fully Paid Up ShareCapital

Less : Transferred to statutory reserves

31st March, 2016 31st March, 2015

Add: New Equity shares issued during the year at premium

Add: Transferred from statement of Profit and Loss



31ST MARCH,2016

31ST MARCH,2015

4 Short Term BorrowingsSecured Loan Repayable on DemandFrom Related PartiesFrom other parties 201,911,218 -

201,911,218 -

Unsecured Loan Repayable on DemandFrom Related Parties - -From other parties - 114,567,111Total Short Term Borrowings 201,911,218 114,567,111

5 Other Current LiabilitiesOther Current Liabilities 1,392,672 576,767Total Other Current Liabilities 1,392,672 576,767

6 Short Term ProvisionsContingent Provision for Standard Assets 1,279,925Contingent Provision for Loss Assets 26,395,826Duties and Taxes Payable 223,223 157,418Outstanding Expenses 32,050 32,050Total Short Term Provisions 27,931,024 189,468

8 Inventories(As valued and certified by management)Stock-in-trade 105,597,288 44,240,034Total Inventories 105,597,288 44,240,034

9 Cash and Cash EquivalentsCash in Hand 497,367 145,159Balance with Banks 8,669,712 24,334,020Total Cash And Cash Equivalents 9,167,079 24,479,179

10 Short Term Loans and AdvancesLoan and advances unsecured considered goodLoans and advances to related parties - -Loans and advances to others 454,590,025 420,827,296Deposits - 1,398Balance with statutory/government authorities 9,968,398 6,830,756MAT Credit entitlement 107,667 107,667Total Short Term Loans And Advances 464,666,090 427,767,117





ASSETS

AS ON AS ON UPTO UPTO AS ON AS ON01.04.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2016 31.03.2015

Tangible AssetsOffice Buildings 304,944 - - 304,944 304,944 - - 304,944 - -Air Conditions andCooling Tower 750,727 - - 750,727 747,005 - - 747,005 3,722 3,722Tools andEquipments 133,294 - 133,294 - 133,294 - 133,294 - - 0Office Equipments 643,924 - - 643,924 629,943 - - 629,943 13,981 13,981Plant andMachinery 1,123,032 - 1,123,032 - 1,123,032 - 1,123,032 - - (0)Mobile 12,575 - - 12,575 11,926 - - 11,926 649 649Furniture &Fixtures 1,908,718 - - 1,908,718 1,886,310 - - 1,886,310 22,408 22,408Motor Vehicle 2,369,322 - 2,369,322 - 2,369,322 - 2,369,322 - - 0Computers 3,803,208 - - 3,803,208 3,613,048 - - 3,613,048 190,160 190,160TOTAL Rs. 11,049,744 - 3,625,648 7,424,096 10,818,824 - 3,625,648 7,193,176 230,920 230,920Previous Year 11,194,640 - 144,896 11,049,744 10,607,695 211,129 - 10,818,824 230,920 586,945


NOTE 7: FIXED ASSETS

DURING THE YEAR DURING THE YEAR

NET BLOCKGROSS BLOCK DEPRECIATION

ADD/(DED.) ADD./ (DED.)

PARTICULARS 31ST MARCH,

2016

31ST MARCH,201511 Revenue From OperationsSales 39,597,557 52,826,951Interest 41,156,661 40,803,448Profit/(Loss) on Share Trading 94,477 (19,074,185)

Total Revenue from Operations 80,848,695 74,556,215

12 Other IncomeDividend 66,664 4,041Interest on Fixed Deposit 13,795 -Other Income -Total Other Income 80,459 4,041

13 Employee Benefits ExpenseDirector remuneration - -Salary 1,225,913 1,314,946Staff Welfare 6,010 5,050Total Employee Benefits Expense 1,231,923 1,319,996





NOTES FORMING PART OF THE FINANCIAL STATEMENTS

17. Employee benefitsProvision for retirement benefits to employees was not provided on accrual basis, which is not in conformity with AccountingStandard-15 issued by ICAI and the amount has not been quantified because actuarial valuation report is not available.However, in the opinion of the management the amount involved is negligible and has no material impact on the Profit & LossAccount.18. Contingent liability & capital commitment:

2015-2016Amount in Rs.

2014-2015Amount in Rs.Contingent Liabilities not provided for* 8, 81, 64,280 7,74,50,120Capital Commitment not provided for NIL NILOthers NIL NIL

PARTICULARS 31ST MARCH, 2016

31ST MARCH,201514 Finance ChargesInterest on Loan 10,064,151 7,667,534Bank charges 5,622 1,011-

Total Finance Charges 10,069,773 7,668,545

15 Other ExpensesAdvertising Expenses 30,843 34,095Auditor's RemunerationAs Audit Fees 40,000 50,000For Tax Audit 10,000 -Computer Expenses - 55,800Conveyance Expenses 20,634 2,675Custodial Fees 132,200 60,000Depository charges - 5,000Electricity Expenses 17,398 4,830Franking charges - 4,960Listing Fees 200,000 100,000Office Expenses 11,229 4,204Postage & Courier Expenses 17,405 13,610Printing & Stationery Expenses 31,022 20,620Professional Expenses 329,250 72,000ROC Charges 9,000 12,000Telephone Expenses 10,257 4,650Transaction charges 207,777 224,735Interest on TDS 13,943 -Loan Processing Charges 257,625 -Office Rent 120,000 -Provision for Standard Assets 1,279,925 -Provision for Loss Assets 26,395,826Membership Charges 63,130Total Other Expenses 29,197,464 669,179

16 Exceptional & Extraordinary itemsFixed Assets written off - 144,896Total Exceptional & Extraordinary items - 144,896





*The demand was raised by the jurisdictional assessing officer of the Income Tax Authorities u/s 143(3) of the Income TaxAct, 1961 for the Assessment Year 2013-14. The management believes that demand raised is likely to be either deleted orsubstantially reduced. Also, the company has filed an appeal and deposited tax of Rs.1,63,00,000/- in response to the demandraised by the assessing officer and accordingly no provision is considered.19. Earnings per share:Earnings per Share, as required by the Accounting Standard 20- “Earning Per Share” issued by the Institute of CharteredAccountants of India, is given below:

Particulars 2015-16Amount in Rs.

2014-15Amount in Rs.Net profit for the period attributable to Equity Shareholders (Rs.) (3,29,75,412) (1,91,04,588)Weighted Average No of Equity shares outstanding for Basic Earningsper share 11,37,60,000 11,37,60,000Weighted Average No. of Equity shares outstanding for Diluted Earningsper share 11,37,60,000 11,37,60,000Basic Earning Per Shares (face value of Rs. 1/-each ) (Rs) (0.290) (0.168)Diluted Earning per share (face valued of Rs.1/-each) (Rs.) (0.290) (0.168)

20. Related Party Transaction:

List of Related Parties:-

a) Key Management personnel :-i) Giriraj Kishor Agrawalii) Prajna Naikiii) Amit Gulechab) Relatives of Key Management Personneli) Girraj Kishor Agarwal HUFii) Tanu Agarwaliii) Saloni Agarwalc) Related parties over which Key Management personnel have significant influence :-i) Agrawal Bullion Limited (Formerly known as Kayaguru Health Solutions Limited)ii) Axon Ventures Limited (Formerly Axon Finance Limited)iii) Five X finance & Investment Ltdiv) Handful Investrade Pvt Ltdv) Kayaguru Capital Market Private Limitedvi) Rockon Capital Market Private Limitedvii) Rockon Enterprises Limited (Formerly Rockon Fintech Limited)viii) Proaim Enterprises Limited (Formerly Shreenath Commercial & Finance Limited)ix) Tilak Ventures Limited (Formerly Tilak Finance Limited)

Transaction with Related Parties:-

List of Related Party Nature of Transaction 2015-16(Rs)

2014-15(Rs)Girraj Kishor Agarwal Balance at beginning of the yearOther Expenses paid on behalf of companyLoan TakenLoan RepaidBalance at year end

6006000NILNILNIL10,800NILNILNIL600Girraj Kishor Agrawal HUF Other Expenses paid on behalf of company NIL 1,200Prajna Naik Remuneration Paid 2,78,213 NILAgrawal Bullion Limited(Formerly Kayaguru Health SolutionsLtd) Shares Purchase 2,55,46,050 NIL

Five X Finance & InvestmentLimited Loan TakenLoan RepaidLoan Given 48,36,22548,36,225NIL NILNIL49,90,000



Loan RecoveredBalance at year end NILNIL 49,90,000NILHandful Investrade Private Limited Loan TakenLoan RepaidBalance at year end NILNILNIL 1,00,0001,00,000NILRockon Enterprises Ltd(Formerly Rockon Fintech Limited) Loan TakenLoan RepaidOther Expenses paid on behalf of company NILNIL1050 2,10,0002,10,000NILProaim Enterprises Limited(Formerly Shree Nath Commercial &Finance Limited) Loan GivenLoan RecoveredBalance at year end NILNILNIL 23,00,00023,00,000NIL21. Major components of Deferred Tax Liabilities:


2014-2015Amount in Rs.Deferred Tax Asset on Account of Carry Forward LossesDeferred Tax Asset / (Liability) on Account of Depreciation NIL1,04,343 NIL1,22,315

Deferred Tax Assets 1,22,315 1,22,315

22. Income in Foreign Currency :


2013-2014Amount in Rs.Income in foreign currency NIL NIL

23. Expenditure in Foreign Currency :


2013-2014Amount in Rs.Expenditure in Foreign Currency NIL NIL

24. Prudential Norms of NBFC:a. Majority of the loans given are demand loans, therefore in some cases the terms of repayment including interest andloan agreement including KYC documents etc are not available. Demand and other loans given are governed by theBoard policies. Considering the close monitoring of Board no appraisal, renewal, Policies, Procedure, Committee ordocuments have been prescribed and executed.b. In view of the management all the loans outstanding are considered good and therefore provision on Non-PerformingAssets not provided.c. Pre and post sanction generally accepted procedures are not in place.25. As per information available with the Company, none of the creditors has confirmed that they are registered under theMicro, Small and Medium enterprises Development Act, 2006.26. Purchase and Sale of unquoted securities are done as per demand and supply forces of the market. Therefore therationale for the same is not available. In view of the management all the unquoted securities in stock are considered asgood and therefore no provision for diminutions has been made for Investments. Purchase and sale decisions aregoverned by the Board policies. Considering the close monitoring of Board no appraisal, Policies, Procedure,Committee or documents have been prescribed and executed.27. As the intention is to hold the unquoted securities for sale in short term and in absence of flow of periodic data,absence of liquidity and market related data closing stock of unquoted shares are valued at cost.28. Trade Receivable, Trade Payable, Borrowings and Loans and Advances balances are subject to confirmation andreconciliation.29. Segment Information: The Company is engaged in single segment and there are no separate reportable segments asdefined in AS-17.



30. Previous year’s figures have been regrouped, rearranged and reclassified wherever necessary to conform to thecurrent’s classification/ presentation.AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARDFOR PRAVIN CHANDAK & ASSOCIATES OF BANAS FINANCE LIMITEDChartered Accountants

Sd/- Sd/- Sd/-Pravin Chandak Girraj Kishor Agrawal Seema Sidhu(Partner) (Director) (Director)M. No. 049391 (DIN: 00290959) (DIN: 06924919)Firm Registration No. 116627W

Sd/-Place: Mumbai Hardik Bharatbhai KabariyaDate: 30th May, 2016 (Director)

(DIN: 07566240)



BANAS FINANCE LIMITEDRegistered Office: E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai - 400053

Email: [email protected] | Website: www.banasfinance.com | CIN: L65910MH1983PLC030142 | Tel: 022-61522222ATTENDANCE SLIP

33rd Annual General Meeting, September 28, 2016 at 02.00 P.M.

Regd. Folio No.

No. of Equity Shares held

* DP ID:

* Client ID:

Name of theShareholderName of ProxyI certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record mypresence at the 33rd Annual General Meeting of the Company on Wednesday, September 28, 2016 at 02.00 p.m. at theregistered office of the Company at E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai- 400053.

SIGNATURE OF THE MEMBER OR THE PROXY ATTENDING THE MEETING

______________________________ ________________________________If Member, please sign here If Proxy, please sign here

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Shareholders are informed that noduplicate attendance slips will be issued at the venue of meeting. Members are requested to bring their copies of the AnnualReport to the meeting.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Please tear here - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

BANAS FINANCE LIMITEDRegistered Office: E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai - 400053

Email: [email protected] | Website: www.banasfinance.com | CIN: L65910MH1983PLC030142 | Tel: 022-61522222Form No. MGT – 11

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 (the Act) and Rule 19(3)

of the Companies (Management and Administration) Rules, 2014]33rd Annual General Meeting, September 28, 2016 at 02.00 P.M.

Name of the member(s):Registered address:Email Id:Folio No./Client Id / DP ID:I/We, being the member(s) holding ____________ shares of the above named Company, hereby appoint the following as my/ourProxy to attend and vote (on a poll) for me/us and on my/our behalf at the Wednesday, September 28, 2016 at 02.00 p.m. atthe Registered Office of the Company at E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai-400053

1. Mr./Ms…………………………….………………….…… of …………………… in the district of ……….……….…. or failing him / her2. Mr./Ms…………………………….………………….…… of …………………… in the district of ……….……….…. or failing him / her3. Mr./Ms…………………………….………………….…… of …………………… in the district of ……….……….…. or failingSigned this ……………. day of ……………………………….……, 2016

………………………………………………………Signature of the Member

Please AffixRe.1/-

RevenueStamp and

signAcross



Note: This form in order to be effective shall be duly stamped, completed and deposited at the Registered Office of the Company not lessthan 48 hours before the meeting.Form No. MGT – 12

Ballot Paper[Pursuant to Section 109(5) of the Companies Act, 2013 (the Act) and

Rule 21(1) (c) of the Companies (Management and Administration) Rules, 2014]

CIN: L65910MH1983PLC030142Name of Company: BANAS FINANCE LIMITEDRegistered Office: E/109, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai - 400053Email: [email protected] | Website: www.banasfinance.com | CIN: | Tel: 022-61522222

33rd Annual General Meeting, September 28, 2016 at 02:00 P.M.

Poll PaperSr.No.

Particulars Details1 Name of the First Named Shareholder (In block letters)2 Postal Address3 Registered Folio No./*Client ID No. (*Applicable toinvestors holding shares in dematerialized form)4 Class of ShareI hereby exercise my vote in respect of Ordinary/ Special resolution enumerated below by recording my assent or dissentto the said resolution in following manner:Sr.No.

Item No. No. of Sharesheld by me

I assent to theresolution

I dissent fromthe resolution1 To receive, consider and adopt the Audited StandaloneFinancial Statements consisting of the Balance Sheet asat March 31, 2016, the Statement of Profit and Lossand Cash Flow Statement for the year ended on thatdate and the Explanatory Notes annexed to, andforming part of, any of the above documents togetherwith the reports of the Board of Directors and theAuditors thereon.2 To appoint a Director in place of Mr. Girraj KishorAgrawal (DIN: 00290959), Director, who retire byrotation in compliance of the provisions of Section 152of the Companies Act, 2013 (hereinafter called “theAct”) and being eligible, offers himself for re-appointment.3 Re-appointment of M/s. Pravin Chandak & Associates,Auditors to hold office from the conclusion of thisAnnual General Meeting until the conclusion of thenext Annual General Meeting and to fix theirremuneration.4 To regularize the appointment of Ms. Swati Shinde(DIN: 07286912) as an Independent Non- ExecutiveDirector.5 To regularize the appointment of Mr. HardikkumarBharatbhai Kabariya (DIN: 07566240) as anIndependent Non- Executive Director.6 Approval to enter into transactions with M/s. AxonFinance Limited, a related party, from time to time

Place: Mumbai



Date: (Signature of Shareholder)

AGM ROUTE MAP

By Couriered

If undelivered please return to:

Registered OfficeE/109, Crystal Plaza,Opp. Infinity Mall, New Link Road,Andheri (West), Mumbai- 400053Web Site: www.banasfinance.comEmail: [email protected]: 022-61522222