Directors Report of Goyal Associates Ltd.

Mar 31, 2024

The Directors of the Company present their 30^th Annual Report and the audited Annual Accounts for the year
ended 31^st March, 2024.

Financial Results:

Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue from Operations	375.07	340.67
Other Income	0.59	0.00
Total Income	375.66	340.67
Total Expenses	291.52	269.48
Profit/(Loss) after Tax	63.05	58.81
Earning Per Share	0.13	0.12

Business:

The Company being a Non-Banking Financial Company (NBFC) is currently engaged in the financial activities. The
business of the Company largely depends on the policies by the Reserve Bank of India, Ministry of Finance as well
as Global volatility in the financial market.

The Company has not undergone any changes in the nature of the business during the financial year.

Internal Financial Control Systems and their Adequacy:

The directors, have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.

Dividend:

The Directors have not recommended any dividend for the Financial Year 2023-24.

Transfer to Reserves:

The Company had transferred 20% of its net profit to Statutory Reserve for this year.

Change in the Nature of Business:

During the year under review, there was no change in the nature of the business of the Company.

Corporate Office:

The Company Has shifted its Corporate Office at Plot No. 134 & 141, H No. 6- 3-347/22/6, 6th Floor, Sri Durga
Tulasi Apartment, Opposite Sai Baba temple, Dwarakapuri Colony, Punjagutta, Hyderabad, Telangana-500082.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has
been declared during the year.

Public Deposits:

During the year under review, the Company has not accepted any deposits from the public.

Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status or company''s operation in future.

Details of Subsidiary/Joint Ventures/Associate Companies:

The Company does not have any subsidiary/ Joint Ventures/ Associate Companies.

Statutory Auditors:

At the Company''s 27th AGM of the company, M/s. D P Sarda & Co., Chartered Accountants, bearing (FRN
117227W), were appointed as the Statutory Auditors of the Company for a term of 3 years to hold office from
the conclusion of the 27th Annual General Meeting until the conclusion of the 30th Annual General Meeting of
the Company.

The Board of Directors at its meeting held on 05th September, 2024 has recommended the appointment of M/s.
R S R V and Associates, Chartered Accountants (Firm Registration No.115691W), as the Statutory Auditors of the
Company for a term of 5 years to hold office from the conclusion of the ensuing 30th AGM until the conclusion of
the 35^th AGM of the Company to be held in the calendar year 2029.

Auditors'' Report:

The Statutory Auditors'' Report issued by M/s D. P. Sarda & Co., Chartered Accountants for the year under review
does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the
Auditors'' Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)
(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not
reported any instances of frauds committed in the Company by its officers or employees.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. S Bhattbhatt &
Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March
31, 2024. The Secretarial Audit Report is annexed as Annexure II.

Secretarial Audit Report:

Remarks or Qualifications by Secretarial Auditors and comments from the Board.

1. The Company has not published mandatory information in Newspaper as per Regulation 47 of
SEBI (LODR) Regulations, 2015, Management Reply: The Company will issue financial Results in
Newspaper in compliance of Requirement of Reg. 47 of SEBI (LODR) Reg. 2015.

2. During the period under review, the Company received Stage 3 Notice for non-payment of Annual
Listing Fees for the year 2023 - 2024, Management Reply: The Company paid Annual Listing Fees
for the year 2023-24 on 09.01.2024.

3. The Application for Re-Classification of Promoters is pending, Management Reply: The
application for Re-classification of Promoters is pending for approval from Stock Exchange.

Compliance of Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (''ICSI'') and that such systems were
adequate and operating effectively.

Reporting of Fraud by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the
Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board''s
report.

Directors and Officers including KMP:

A) Changes in Directors:

During the year under review, Mrs. Jaya Sarika has resigned from the post of Non-Executive Independent
Director of the company w.e.f. 19^th July, 2023.

B) Key Managerial Personnel:

During the year under review:

Mr. Mohammad Hassebur Rahman has resigned from the post of Chief Executive Officer of the company on 5^th
May, 2023.

Mrs. Radhika Bathula has been appointed as the Chief Financial Officer of the company w.e.f. 24^th July, 2023.

Designation of Mr. Bheemdi Raghuram Reddy had changed from Manager to Chief Executive Officer of the
company w.e.f. 30^th May, 2024.

Declaration by an Independent Director(s)

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of
the Companies Act, 2013 and SEBI Listing Regulations that:

a) They meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) They are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective independent judgment
and without any external influence pursuant to Regulation 25 of the Listing Regulations.

c) They have complied with the requirement of inclusion of their name in the data bank maintained by
Indian Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of
Directors) Fifth Amendment Rules, 2019, as applicable and they hold valid registration certificate with
Data Bank of Independent Directors.

Formal Annual Evaluation:

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the
company was held in the month of February, 2024 to review and evaluate the performance of the Non-

Independent Directors of the Company taking into account the views of the Executive Directors and Non¬
Executive Directors, assessing the quality, quantity and timeliness of flow of information between the Company
Management and the Board and also to review the overall performance of the Board.

Familiarisation Programme for Independent Directors:

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, your Company is required to conduct the Familiarization
Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in your
Company, nature of the industry in which your Company operates, business model of your Company, etc.,
through various initiatives.

Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management and
Administration) Rules, 2014 as amended from time to time, the extract of Annual Return in Form MGT-9 of the
Company can be accessed on the website of the Company at www.goyalassociateslimited.com.

Share Capital and Capital Restructuring:

The Company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the
employees.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of
conservation of energy and technology absorption prescribed by the rules are not applicable to our Company.

The Company does not have any Foreign Exchange transactions during the financial year.

Corporate Social Responsibility (CSR):

As the Company does not have Net Worth of Rupees Five Hundred Crores or more, or Turnover of Rupees One
Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year, the disclosures
as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the company.

Number of Meetings of the Board of Directors:

During the year, 7 (Seven) Board Meetings were held on 03^rd June 2023, 24^th July 2023, 14^th August 2023, 05^th
September 2023, 10^th November 2023, 14^th November 2023 and 14^th February 2024.

Audit Committee:

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies
Act, 2013, read with the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

Name of Members	Designation
Mr. Vuppala Nagamlleshwarao	Chairman
Mr. Hasmukh Prajapati	Member
Mr. Harish Sharma	Member

Nomination and Remuneration Committee:

The nomination and remuneration committee of the Board of Directors meets the criteria laid down under
section 178 read with the provisions of Regulation 19 of (Listing Obligation and Disclosure Requirement)
Regulations, 2015 in the terms of reference to the Nomination and Remuneration Committee.

Name of Members	Designation
Mr. Harish Sharma	Chairman
Mr. Vikram Singh Thakur	Member
Mr. Hasmukh Prajapati	Member

Stakeholder Relationship Committee:

The stakeholders relationship of the Board of Directors meets the criteria laid down under section 178 read with
the provisions of Regulation 20 of (Listing Obligation and Disclosure Requirement) Regulations, 2015 in the terms
of reference to the Stakeholder Relationship Committee.

Name of Members	Designation
Mr. Hasmukh Prajapati	Chairman
Mr. Vuppala Nagamlleshwarao	Member
Mr. Harish Sharma	Member

Code of Conduct:

The Board has adopted a Policy for code of conduct for all Board members and senior management of the
company as their responsibility to understand and follow the Code of Business Conduct. The term senior
management means personnel of the company who are members of its core management team excluding Board
of Directors. Normally the code of conduct reflects general principles to guide employees in making ethical
decisions. This Code outlines fundamental ethical considerations as well as specific considerations that need to
be maintained for professional conduct. The Details Code of Conduct is also available at Company''s Website at
[e-mail].

Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI
(Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and
procedures for fair disclosure of unpublished price sensitive information and has been made available on the
Company''s website at [e-mail].

Details of Establishment of Vigil Mechanism for Directors and Employees:

The Company encourages an open and transparent system of working and dealing amongst its stakeholders and
accordingly, has framed a robust vigil mechanism in the form of Whistle Blower policy. This policy enables its
directors and employees of the Company or any other person who avails the mechanism framed under this
policy to report concerns about unethical or improper practices or alleged wrongful conduct, actual or suspected
fraud etc., without any fear of discrimination or victimisation of any kind. This policy protects such directors and
employees from unfair or prejudicial treatment by anyone within the Company. It also provides direct access to
the chairman of the Audit committee. Details of vigil mechanism/whistle blower policy are included in the
Corporate Governance Report, forming part of this Report.

The policy is available on the website of the Company at https://www.goyalassociateslimited.com/

Sexual Harassment of Women at Work Place:

In compliance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and rules made thereunder, the Company has a policy in place and has constituted
Internal Complaints Committee (the "ICC") to deal with complaints relating to sexual harassment at workplace.
All employees, permanent, contractual, temporary and trainees are covered under this policy. A quarterly report
on the complaints, if any, is placed before the Board for its review.

During the financial year 2023-24, no complaints were received from any of the employees, under this policy.
Particulars of Loans, Guarantees or Investments:

The provisions of section 186 in respect to Loans, Guarantees or Investments of the Companies Act, 2013 not
applicable to the Company.

Particulars of Contracts or Arrangements with Related Parties:

Your Company has no material individual transactions with its related parties which are covered under section
188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an
arm''s length basis during the financial year 2023-24.

Management Discussion & Analysis Report:

The Management Discussion & Analysis Report has been annexed to the Board''s Report and it forms part of the
report (Annexure 1).

Risk Management Policy:

The Company does not have any Risk Management Policy as the element of risk threatening the Company''s
existence is very minimal.

Directors'' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

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

(b) The directors 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 and of the profit and loss of the company for that period;

(c) The directors 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 and for preventing and
detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors, have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively, and

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

Details of Application made or Proceeding under Insolvency and Bankruptcy Code, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

Details of Difference between Valuation amount on one time Settlement and Valuation while Availing Loan
from Banks and Financial Institutions:

During the year under review, there has been no one time Settlement of loans taken from Banks and Financial
Institutions.

Acknowledgement:

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
For Goyal Associates Limited

Sd/- Sd/-

Vuppala Naga Malleswara Rao Bheemdi Raghuram Reddy

Chairman CEO

(DIN:08858080)

Date: 05/09/2024
Place: Vadodara

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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

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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)

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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)

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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