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Directors Report of Goyal Associates Ltd.

Mar 31, 2014

Dear Members,

We are pleased to present the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ending 31st March, 2014 and of the Loss of the Company for that year;

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

4. They have prepared the Annual Accounts on a Going Concern basis.

RESULT OF OPERATIONS (in Lakhs)

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

Revenue from Operations 35.16 500.41

Total Expenses 52.09 995.65

Net Profit / (Loss) Before Tax (16.93) (495.24)

Provision for Taxation (Deferred Tax) (1.46) 0.30

Profit / (Loss) after Tax (18.39) (494.94)

Profit /(Loss) brought forward from P.Y. (625.69) (130.75)

Balance Carried Forward (644.08) (625.69)

SHARE CAPfTAL

There has been no changes in the Authorized and Issued Share capital of the Company vis-a-vis the previous year. The authorized share capital of the Company is Rs. 640.00 Lacs divided into 640.00 Lacs equity shares of Rs. 1/- each and the Issued, subscribed and paid-up share capital stands at Rs. 507.50 Lacs consisting of 507.50 Lacs equity shares of Rs. 1/- each, fully paid-up. The Board had, in its meeting, held on 14-11-2013, approved a Scheme of arrangement under section 391 to 394 of the Companies Act, 1956, relating to reduction of share capital and preferential allotment of shares. However, due to certain statutory complications the same could not be proceeded further. The Board has sought professional help on the issue and is looking into the matter afresh.

SIGNIFICANT EVENTS

Apart from the reduction of share capital being considered by the Board, your Directors would like to apprise the members that the Reserve Bank of India has, considering the erosion of Net Worth of the Company due to continued losses, directed the Company to stop doing any fresh non-banking financial business and the Board has given an undertaking to the RBI to that effect.

DIVIDEND

In view continued losses, your Directors are unable to recommend any dividend for the year. DEPOSITS

Your Company is a Non-Deposit taking Non-Banking Financial Company (NBFC). It has not received any deposits from Public in the F.Y. 2013-14.

DIRECTORS

The Board of Directors of your Company is duly constituted. There was no change in the constitution of the Board during the year under reference. Mr. Omprakash S. Choudhary, Director, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

INDEPENDENT AUDITORS

M/s. Mukesh I Gupta & Co., Chartered Accountants, Auditors of the Company has offered themselves for reappointment. The Company has received a Certificate from the aforesaid firm of Auditors under Section 224(1 B) of the Companies Act 1956, certifying their eligibility for the position, if appointed.

AUDITOR''S REPORT

The observations of the Independent Auditors on the financial statements, in their Report are self- explanatory and therefore, in the opinion of the Directors, do not call for further comments.

MANAGEMENT DISCUSSION & ANALYSIS

A Management Discussion & Analysis Report is annexed to this Report and forms part of this Report.

CORPORATE GOVERNANCE

A detailed report on the Corporate Governance together with the Auditor''s Certificate thereon, pursuant to the requirements of Clause 49 of the Listing Agreement, forms part of the Annual Report & is annexed herewith.

DISCLOSURE OF PARTICULARS

The Company has no employee in the category as specified in the provisions of Section 217(2A) of the Companies Act, 1956.

DISCLOSURES UNDER SECTION 217(1 )(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

LISTING

The equity shares of the Company continue to be listed at the Bombay Stock Exchange Limited (BSE) and the Ahmedabad Stock Exchange. The Company has paid the annual listing fees to the respective Stock Exchanges in time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company''s operations for the year do not require any disclosure under this head.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business associates during the year.

For and on behalf of the Board of Directors

Place: Ahmedabad Date: 30-5-2014 V. Agrawal J. S. Parmar (MANAGING DIRECTOR) (DIRECTOR) DIN: 03133446 DIN: 03613609


Mar 31, 2013

Dear Members,

The are pleased to present the Nineteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2013.

RESULT OF OPERATIONS

(Rs. in Lacs)

Particulars For the year ended, For the year ended, 31st March, 2013 31st March, 2012

Revenue from Operations 500.41 39.49

Total Expenses 995.65 100.97

Net Profit / (Loss) Before Tax (495.24) (61.48)

Provision for Taxation (Deferred Tax) 0.30 0.42

Profit / (Loss) after Tax (494.94) (61.06)

Profit /(Loss) brought forward from P.Y. (130.75) (69.69)

Balance Carried Forward (625.69) (130.75)

MANAGEMENT DISCUSSION & ANALYSIS

A Management Discussion & Analysis Report is annexed to this Report and forms part of this Report.

DIVIDEND

In view continued losses, your Directors are unable to recommend any dividend for the year.

SHARE CAPITAL

During the year under review, the Company has increased its Authorised Share Capital from Rs. 3.40 Crores, divided into 3,40,00,000 Equity Shares of Re.1/- each to Rs. 6.40 Crores, divided into 6,40,00,000 Equity Shares of Re. 1/- each at the Shareholders meeting held on 25th May, 2012. There has been further issue of shares by way of preferential issue to persons other than promoters during the year. The Paid-up Share capital of the Company now stands at Rs. 5.07 Crores.

DIRECTORS

The Board of Directors of your Company is duly constituted. There was no change in the constitution of the Board during the year under reference. Mr. J. S. Parmar, Director, retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ending 31st March, 2013 and of the Loss of the Company for that year;

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

4. They have prepared the Annual Accounts on a Going Concern basis.

AUDITORS

M/s. Mukesh I Gupta & Co., Chartered Accountants, Auditors of the Company has offered themselves for reappointment. The Company has received a Certificate from the aforesaid firm of Auditors under Section 224(1B) of the Companies Act 1956, certifying their eligibility for the position, if appointed.

AUDITOR''S REPORT

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

DISCLOSURE OF PARTICULARS

The Company has no employee in the category as specified in the provisions of Section 217(2A) of the Companies Act, 1956.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

LISTING

The equity shares of the Company continue to be listed at the Bombay Stock Exchange Limited (BSE) and the Ahmedabad Stock Exchange. The Company has paid the annual listing fees to the respective Stock Exchanges.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement executed with the Stock Exchanges, A Report on the Corporate Governance together with the Auditor''s Certificate thereon forms part of the Annual Report & is annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company''s operations for the year do not require any disclosure under this head.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business associates during the year.

For and on behalf of the Board of Directors

Place: Ahmedabad V. Agrawal J. S. Parmar

Date: 30-5-2013 (MANAGING DIRECTOR) (DIRECTOR)


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The Company has made a Loss of Rs. 61,05,621/- after providing for Deferred Tax of Rs. 42,072/- which when adjusted with the previous year''s loss of Rs. 69,69,417/- makes a total debit balance of Rs. 13,075,038/-, which is carried forward.

PERFORMANCE:

During the year, the company has mainly concentrated on recovering of loans and advances given to the parties.

DIVIDEND:

The directors do not recommend any dividend for the year.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ending 31st March, 2012 and of the profit of the company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their ability;

(iv) the directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Mukesh I Gupta & Co., Chartered Accountants, Auditors of the Company has offered themselves for reappointment. Company has received a Certificate from the aforesaid firm of Auditors under Section 224(1B) of the Companies Act 1956, certifying their eligibility for the position, if appointed and willingness to work as such.

The observations made by the auditors are self-explanatory and require no further explanation.

DISCLOSURE OF PARTICULARS

The Company has no employee in the category as specified in the provisions of Section 217(2A) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

Compliance Certificate in accordance with Section 383A of the Companies Act, 1956, from practicing Company Secretary, is enclosed.

DIRECTORS

There have been changes in Directorship during the year under review.

LISTING

The equity shares of the company are listed at the Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The company has paid the annual listing fees of the Stock Exchange.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement executed with the Stock Exchanges, A Management Discussion & Analysis Report and a report on the Corporate Governance together with the Auditor''s Certificate thereon forms part of the Annual Report & is annexed herewith.

EMPLOYEES

There are no employees drawing salary of Rs.2,00,000/-p.m. and/or Rs.24,00,000/- p.a. and therefore particulars u/s/217 (2A) of the companies Act,1956 read with companies (particulars of employees) amendment rules 1988 is not required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review. For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 30/05/2012 VINAY AGRAWAL RAHUL SHARMA

(DIRECTOR) (DIRECTOR)


Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the 16th Annual Report and Audited Account of the Company for the period ended 31st March. 2010.

FINANCIAL RESULTS :

(Rs.in lacs) Particulars 2009-2010 2008- 2009

Total Turnover 455.13 2031.06

Profit before interest and Depreciation -9.81 3.69

Less:Interest 0 0

Profit before Depreciation -9.81 3.69

Less:Depreciation 0 0

Less/Add:Prior period expences/ (Income) 0 0

Profit before Tax -9.81 3.69

Less:Provisions for :Current Taxation 0 -1.51

Provision for FBT -0.002 -0.13

Transfer to Reseve 0 -0.74 ReseveU/s 45(1 A)

Of RBI Act - -

Profit after Taxation -9.98 1.31

Balance Brought forward from last year -58.83 -60.14 Profit available for Appropriation 68.81 58.83 Appropriation:

Dividend 0 0

Dividend Distribution Tax 0 0

Balance Carried to Balance Sheet 68.81 58.83

68.81 58.83

DIVIDEND

Due to inadequate profit during the year under review, your Directors express their in ability to recommend any dividend for the Year ended 31st March, 2010.

REVIEW OF OPERATION

During the year under review, the Company has carried out trading of Shares and fabrics activity.

During the year under review, The Company lias achieved Turnover of Rs.455.13 Lacs as compared to 2031.06 lacs of the previous year thus registering a decrease of 77.59% over the previous year. The loss before Tax incurred Rs.980665 during the year 2009-2010 as compared to profit before tax of Rs.368872 during the year 2008-2009.

After providing for FBT of Rs.234 the net loss of the Company stood at 9.98 lakh during the year 2009-2010 under review as compared to net profit stood at Rs. 1.31 lacs during the year 2008-2009.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year review and therefore the provisions of the Companies Act, 1956 read with company's (acceptance of deposit) ruls, 1975 are applicable to the Company.

INSURANCE

Company does not have fixed Assets.

AUDITOR'S REPORT

All the items in the Auditors Report are self explanatory and does not require any comments.

AUDITORS

M/s. Hemant S. Jain & Co., Chartered Accountants, Ahmedabad, Auditors of the Company has offered themselves for re-appointment.

Company has received a Certificate from the aforesaid Firm of Auditors under Section 224(1B) of the Companies Act, 1956,Certifying their eligibility for the position, if appointed and willingness to work as such.

DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors, based on the representations received from the operating management and after due inquiry, confirm that:

i) In the preparation of the annual account, the applicable accounting standards have been

followed. along with proper explanation relating to material departure.

ii) They have, in the selection of the accounting policies, consulted the Statutory Auditors and, read with paragraph (i) above, these have been applied consistently and reasonable and prudent judgements and estimates have been made also as give a true and fair view of the state of affairs of the company as at 31st March, 2010 and of the profit of the company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities .

iv) The annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE:-

Compliance Certificate in accordance with Section 383A of the Companies Act, i 956 is enclosed from M/S Harish P. Jain & Associates, Company Secretaries, Ahmedabad.

DIRECTORS:-

There is change in Directorship during the year under review. Mr. Vijaykumar Goyal who is retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for re-appointment. The Board recommends the reappointment of the aforesaid Director. Board also recommands the Appointment of Mr. Kishan Choudhary as a Director of the Company w.e.f. 03/07/2010 .

LISTING:-

The equity Shares of the Company are listed at Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has paid annual listing fee to all the Stock Exchanges for the year 2009-2010.

CORPORATE GOVERNANCE:-

As per Clause 49 of the listing Agreement executed with the Stock Exchanges. A Management Discussion and Analysis Report, A Report on the Corporate Governance together with the Auditors Certificate thereon regarding Compliance with the Conditions of the Corporate Governance form part of the annual Report.

DEMATERIALISATION OF EQUITY SHARES:-

As informed earlier ,the Company has entered into an Agreement with the NSDL and CDSL to facilitate holding and settlement of trades in the equity shares of the Company in electronic form .All those Shareholders who have not got their Shares Certificates demated are requested to get in touch with any of the Depository participants and take the benefits of the Depositor}' Systems.

EMPLOYEES

There are no employees drawing salary of Rs.2,00,000/-p.m. and/or Rs.24,00,000/- p.a. and therefore particulars u/s/217 (2A) of the companies Act, 1956 read with companies (particulars of employees) amendment rules 1988 is not required.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

Since the Company is engaged in the activities of trading, it was advised to the Company that provisions relating to Research and Development, Conservation of Energy, Technology Absorption/adaptation and Innovation are not applicable to it during the year.

There has been no foreign exchange inflow in the current year. Company has not incurred any expenditure in foreign Currency.

INDUSTRIAL RELATIONS:-

The Directors are happy to note that Industrial relations continue to remain cordial during the year. The Directors expressed their appreciation towards the workers, staff and executive staff for their co- operation and hope for continued harmonious relations in the year ahead.

APPRECIATION

The Board wishes to express its sincere appreciation and gratitude to the Promoters, Shareholders, Bankers, Government Authorities. Suppliers and Customers for the co-operation and continued Support. Thanks is also due to the employees of the Company.

By order of the Board Place : Ahmedabad For GOYAL ASSOCIATES LIMITED Date : 15th July, 2010

SD/- (KRISHNAKANT GOYAL) Director


Mar 31, 2009

The Directors have pleasure in presenting the 15thAnnual Report and Audited Account of the Company for the period ended 31st March, 2009

FINANCIAL RESULTS :

(Rs.in lacs)

Particulars 2008-2009 2007-2008

Total Turnover 2031.06 872.79

Profit before interest and Depreciation 3.69 0.37

Less: Interest 0 0

Profit before Depreciation 3.69 0.37

Less: Depreciation 0 0

Less/Add: Prior period expenses/(Income) 0 0

Profit before Tax 3.69 0.38

Less: Provisions for :Current Taxation 1.51 0.20

Provision for FBT 0.13 0.04

Transfer to Reserve U/s 45 (1A) 0.74 0

Of RBI Act

Profit after Taxation 1.31 0.14

Balance Brought forward from last year 60.14 60.28

Profit available for Appropriation 58.83 60.14

Appropriation:

Dividend 0 0

Dividend Distribution Tax 0 0

Balance Carried to Balance Sheet 58.83 60.14

58.83 60.14

DIVIDEND

Due to inadequate profit during the year under review, your Directors express their in ability to recommend any dividend for the Year ended 31st March, 2009.

REVIEW OF OPERATION

During the year under review, the Company has carried out trading of Shares and fabrics activity.

ANNUAL REPORT 2008-2009

During the year under review, The Company has achieved Turnover of Rs. 2031.06 Lacs as compared to 872.79 lacs of the previous year thus registering a increase of 42.97% over the previous year. The profit before Tax increased from Rs.37537 in the year 2007-2008 to Rs. 368872 during the year 2008-2009 showing an increase of Rs. 331335.

After providing for taxation of Rs.1.15 lacs and profit for FBT of Rs.0.13 Lacs and Transfer to reserve of Rs. 0.73 Lacs ,the net profit of the Company stood at 1.31 lakh during the year under review which is higher by Rs. 1.16 lakh when compared to Rs. 0.14 lakh during the year 2007- 2008. Your Directors are hopeful to achieve even better results during the current year.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year review and therefore the provisions of the Companies Act, 1956 read with company's (acceptance of deposit) rules, 1975 are applicable to the Company.

INSURANCE

Company does not have fixed Assets.

AUDITOR'S REPORT

All the items in the Auditors Report are self explanatory and does not require any comments. AUDITORS

M/s. Hemant S. Jain & Co., Chartered Accountants, Ahmedabad, Auditors of the Company has offered themselves for Appointment.

Company has received a Certificate from the aforesaid Firm of Auditors under Section 224(1B) of the Companies Act,1956,Certifying their eligibility for the position, if appointed and willingness to work as such.

DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

Pursuant to section 217 (2AA) of the Companies Act, 1956 your Directors, based on the representations received from the operating management and after due inquiry, confirm that:

i) In the preparation of the annual account, the applicable accounting standards have been followed. along with proper explanation relating to material departure.

ii) They have, in the selection of the accounting policies, consulted the Statutory Auditors and, read with paragraph (i) above, these have been applied consistently and reasonable and prudent judgements and estimates have been made also as give a true and fair view of the state of affairs of the company as at 31st March, 2009 and of the profit of the company for the year ended on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities .

iv) The annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE:-

Compliance Certificate in accordance with Section 383A of the Companies Act, 1956 is enclosed from M/S Harish P. Jain & Associates, Company Secretaries, Ahmedabad.

DIRECTORS:-

There is no change in Directorship during the year under review. Mr. Prashant Agrawal who is retire by rotation at the ensuring Annual General Meeting and being eligible offer himself for re- appointment. The Board recommends the reappointment of the aforesaid Director.

LISTING:-

The equity Shares of the Company are listed at Ahmedabad Stock Exchange Limited and Bombay Stock Exchange Limited. The Company has paid annual listing fee to all the Stock Exchanges for the year 2008-2009.

CORPORATE GOVERNANCE:-

As per Clause 49 of the listing Agreement executed with the Stock Exchanges, A Management Discussion and Analysis Report, A Report on the Corporate Governance together with the Auditors Certificate thereon regarding Compliance with the Conditions of the Corporate Governance form part of the annual Report.

DEMATERIALISATION OF EQUITY SHARES:-

As informed earlier ,the Company has entered into an Agreement with the NSDL and CDSL to facilitate holding and settlement of trades in the equity shares of the Company in electronic form. All those Shareholders who have not got their Shares Certificates demated are requested to get in touch with any of the Depository participants and take the benefits of the Depository Systems.

EMPLOYEES

There are no employees drawing salary of Rs.2,00,000/-p.m. and/or Rs.24,00,000/- p.a. and therefore particulars u/s/217 (2A) of the companies Act,1956 read with companies (particulars of employees) amendment rules 1988 is not required.

CONSERVATION OF ENERGY .TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOINGS.

Since the Company is engaged in the activities of trading, it was advised to the Company that provisions relating to Research and Development, Conservation of Energy, Technology Absorption/adaptation and Innovation are not applicable to it during the year.

There has been no foreign exchange inflow in the current year. Company has not incurred any expenditure in foreign Currency.

INDUSTRIAL RELATIONS:-

The Directors are happy to note that Industrial relations continue to remain cordial during the year. The Directors expressed their appreciation towards the workers, staff and executive staff for their co-operation and hope for continued harmonious relations in the year ahead.

APPRECIATION

The Board wishes to express its sincere appreciation and gratitude to the Promoters, Shareholders, Bankers, Government Authorities, Suppliers and Customers for the co-operation and continued Support. Thanks is also due to the employees of the Company.

By order of the Board

Place : Ahmedabad For GOYAL ASSOCIATES LIMITED

Date : 01st September 2009 SD/-

(KRISHNAKANT GOYAL)

Director


Mar 31, 2008

To The Members GOYAL ASSOCIATES LIMITED,

The Directors have pleasure in presenting herewith the 14th (Fourteenth) Audited annual report of your Company for the financial year ended on 31st March 2008.

FINANCIAL HIGHLIGHTS.

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2008 31/03/2007

Sales. 8,72,78,981 NIL

Other Income 1,12,838 2,85,018

Total Income 8,73,91,819 2,85,018

Total Expenses. 8,73,54,282 2,84,540

Profit/ (Loss) Before Depreciation & Tax. 37,537 478

Provision for Depreciation. NIL NIL

Profit/ (Loss) Before Tax. 37,537 478

Provision for Tax 19,580 NIL

Provision for Differed Tax. NIL NIL

Provision for FBT 3,615 890

Net Profit/ (Loss) for the Year. 14,342 (412)

Add: Balance B/f from Previous Year. (60,28,684) (6,028,272)

Profit/(Loss) Carried to Balance Sheet (60,14,341) (60,28,684)

DIVIDEND

As the Company has earned very nominal profit and due to accumulated huge losses your directors are unable to declare any dividend.

UNPAID/UNCLAIMED DIVIDEND:

The Company do not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES:

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year under review the Company has earned a total Income of Rs. 8,73,91,819/- (Previous Year of Rs. 2,85,017). After deducting all Direct and indirect business expenses the company has earned a gross profit before interest, depreciation and tax of Rs. 37,537/- (Previous year Profit of Rs. 478/-). After making provision for taxation of Rs. 19,580/-, FBT of Rs. 3615/- (Previous year Income tax NIL, FBT Rs. 890/-) the company has incurred a net profit after tax of Rs. 14,342/- (Previous year Loss of Rs. 412/-). After making necessary adjustments for previous year losses against current year profit, the Company has carried forwarded a net accumulated loss of Rs. 60,14,342/- in the Balance Sheet which is less than 50% of the net worth of the Company.

DEMATERIALISATION OF SECURITIES:

Your Company's Equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Pinnacle Share Registry Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 912 B 01024.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:

The Complete Report on Corporate Governance is given as ANNEXURE-A.

MANAGEMENTS DISCUSSION AND ANALYSIS:

Management’s discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on corporate governance.

DEPOSITS:

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act-1956.

DIRECTORS

Shri Ashwin. C. Sheth, Jashwantlal L Shah and Ms. Rinku J Shah had resigned as Director from the Board. Mr.Narendra. B. Goyal, Krishna Kant B Goyal, Mr.Prashant R Agarwal and Mr.Vikas V GOyal were appointed as additional Director of the Company. Necessary resolutions for their regular appointment along with explanatory statement are given in the notice for meeting. Your directors recommend to pass all resolutions.

DIRECTORS' RESPONSIBLITY STATEMENT

Pursuant to the provision contained in Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm:

(A) That in the preparation of the annual accounts, the applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS:

M/s Pradip B. Gandhi & Co., Present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS:

The Company has yet not appointed an independent Chartered Accountant as an Internal Auditor. However, the company is having an Internal Audit System within the organization under the Chairmanship of Shri Narendra. B. Goyal. The Board is considering appointing independent Chartered Accountant as the Internal Auditors of the Company in the next financial year.

AUDITORS OBSERVATION:

There are no observations made by the Auditors in their report. However notes to the Accounts itself are clarification and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE:

Provisions of Section 292A of the Companies Act 1956 is not applicable to your company as its paid up share capital is less than Rs.5,00,00,000/-. However in order to make compliance with clause 49 of the Listing Agreement on Corporate Governance in part, your directors have already formed an Audit Committee within the organization with the Chairmanship of Shri Narendra. B. Goyal. The Company is in process of strengthening the powers of Audit committee and its functional autonomy by appointing in the committee itself an independent Chartered Accountant who shall also act as Internal Auditors for the Company. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION:

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company hence are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are No material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION:

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & Commitment of all our employees, without which the continuing progress of the company would not have been possible.

PLACE: AHMEDABAD. ON BEHALF OF THE BOARD OF DIRECTORS

DATE: 28/08/2008 OF GOYAL ASSOCIATES LIMITED.

SD/- SD/-

(NARENDRA. B. GOYAL) (KRISHNA KANT GOYAL) DIRECTOR DIRECTOR

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