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:
ManagementÃs 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